Sec Form 4/A Filing - CRONK DANIEL T @ RUBY TUESDAY INC - 2004-08-16

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CRONK DANIEL T 2. Issuer Name and Ticker or Trading Symbol RUBY TUESDAY INC [ RI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP-Legal (Last) (First) (Middle) 150 WEST CHURCH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/16/2004 (Street) MARYVILLE, TN37801 4. If Amendment, Date Original Filed (MM/DD/YY) 08/18/2004 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) ( 1 ) $ 28.79 08/16/2004 A 1,017 05/31/2005 06/01/2009 $.01 Par Common 1,017 $ 0 1,017 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% O wner Officer Other CRONK DANIEL T 150 WEST CHURCH AVENUE MARYVILLE, TN37801 SVP-Legal Signatures By: Scarlett May, Attorney in Fact 01/31/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Company's Management Stock Option Program under the Ruby Tuesday, Inc. Stock Option Plan, upon meeting certain Company financial goals, the Reporting Person received a 30-day option to purchase up to a pre-established number of shares of common stock. Upon the exercise of such 30-day option, the Reporting Person received (i) additional shares of common stock equal to 15% of the shares acquired upon the exercise of such option, and (ii) an option to purchase up to 3 times the aggregate number of shares acquired upon the exercise of the 30-day option (including the additional 15%), all in accordance with the terms of the Program. The options have a 5-year term subject to earlier termination upon certain terminations of employment and vesting thereof may be accelerated upon a change of control of the Company.

Remarks: This amendment is being filed to correctly state the acquisition of stock options that were omitted from original Form 4 filed on 8/18/04.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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