Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  HENRY CHERYL JANET
 2. Date of Event Requiring Statement (Month/Day/Year)
08/22/2011		 3. Issuer Name and Ticker or Trading Symbol
Ruths Hospitality Group, Inc. [RUTH]
(Last)
(First)
(Middle)
C/O RUTH'S HOSPITALITY GROUP, INC., 1030 W. CANTON AVENUE, STE. 100		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Branding Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WINTER PARK, FL 32789		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 60,000 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (2) 06/04/2017 Common Stock 20,000 $ 18.58 D  
Employee Stock Option (right to buy)   (3) 08/09/2017 Common Stock 1,077 $ 17.17 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HENRY CHERYL JANET
C/O RUTH'S HOSPITALITY GROUP, INC.
1030 W. CANTON AVENUE, STE. 100
WINTER PARK, FL 32789		       Chief Branding Officer  

Signatures

/s/ James S. Rowe, under Power of Attorney 02/03/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Represents (a) 25,000 shares of restricted stock granted pursuant to the company's 2005 Long-Term Equity Incentive Plan, which vest pro rata on an annual basis over a five-year period following the date of grant, February 28, 2008 (since the grant date, 15,000 of the 25,000 shares have vested) and (b) 35,000 shares of restricted stock granted pursuant to the company's 2005 Long-Term Equity Incentive Plan, all of which will cliff vest on May 25, 2013, the three-year anniversary of the grant.
(2) Options vest and become exercisable pro rata on an annual basis over a five-year period following the date of grant, June 4, 2007. Since the grant date, 16,000 of the 20,000 options have vested and are now exercisable.
(3) Options vest and become exercisable pro rata on an annual basis over a five-year period following the date of grant, August 9, 2007. Since the grant date, 861 of the 1,077 options have vested and are now exercisable.
 
Remarks:
Exhibit List
Exhibit 24.1 - Power of Attorney

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