Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
                       Pursuant To Section 13 or 15(d) Of
                       The Securities Exchange Act of 1934

                         Date of Report:  July 22, 2005

                       RICK'S CABARET INTERNATIONAL, INC.
             (Exact Name of Registrant As Specified in Its Charter)

           Texas                       000-26958                76-0037324
(State Or Other Jurisdiction       (Commission File)          (IRS Employer
    of Incorporation)                   Number              Identification No.)

                                10959 Cutten Road
                              Houston, Texas 77066
          (Address Of Principal Executive Offices, Including Zip Code)

                                 (281) 397-6730
              (Registrant's Telephone Number, Including Area Code)



ITEM 2.03     CREATION OF A DIRECT FINANCIAL OBLIGATION

     Effective July 22, 2005, we issued a Secured Convertible Debenture to Ralph
McElroy  ("Holder"),  a  greater  than  10%  shareholder of the Company, for the
principal  sum of $660,000 bearing interest at the rate of 12% per annum, with a
maturity  date  of  August  1,  2008  (the "Debenture").  Under the terms of the
Debenture, we are required to make monthly interest payments beginning September
1,  2005.  The Company has the right to redeem the Debenture in whole or in part
at  any  time  during the term of the Debenture.  At the election of the Holder,
the  Holder  has  the right to require the Debenture to be repaid in thirty (30)
equal  monthly  installments  commencing  February  2006, or to convert all or a
portion  of the Debenture into shares of our common stock at a rate of $3.00 per
share (the "Conversion Shares"), subject to adjustment under certain conditions.
The  Conversion  Shares  have  piggyback  registration rights.  The Debenture is
secured  by certain of our assets.  Additionally, we issued the Holder a Warrant
to  purchase 50,000 shares of our common stock at an exercise price of $3.00 per
share  until  July  22, 2008.   The terms and conditions of the transaction were
the  result  of  arms-length  negotiation  between  the  parties.

                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf by
the  undersigned  hereunto  duly  authorized.

                                RICK'S CABARET INTERNATIONAL, INC.



                                     By:  /s/ Eric Langan
                                     --------------------
Date:  August 3, 2005                Eric Langan
                                     Chairman, President, Chief Executive
                                     Officer and Acting Chief Accounting Officer