FORM 4
[ ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Drapkin Matthew A 		2. Issuer Name and Ticker or Trading Symbol

RUBY TUESDAY INC [ RT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

500 CRESCENT COURT, SUITE 230 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/10/2012
(Street)

DALLAS, TX 75201
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   10/10/2012     A    10473   (5) A $0.00   21447   D   (1) (2) (3) (4)  
Common Stock                  1451226   I   See Footnotes   (1) (2) (3) (4) (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 1)  This statement is filed by and on behalf of Matthew A. Drapkin. Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("LP Fund"), BD Partners III, L.P. ("BD Partners III"), Mr. Drapkin and a managed account (the "Managed Account") are the direct beneficial owners of the shares of common stock covered by this statement. Becker Drapkin Management, L.P. ("BD Management") is the general partner of, and the investment manager for, each of QP Fund, LP Fund and BD Partners III and provides investment advisory services for the Managed Account. BD Management may be deemed to indirectly beneficially own the shares of common stock beneficially owned by QP Fund, LP Fund, BD Partners III and the Managed Account. BC Advisors, LLC ("BC Advisors") is the general partner of BD Management and may be deemed to indirectly beneficially own the shares of common stock beneficially owned by BD Management. (Continued on footnote 2).
( 2)  Mr. Drapkin is a co-managing member of BC Advisors, and, in such capacity, he may be deemed to indirectly beneficially own the shares of common stock beneficially owned by BC Advisors.
( 3)  Neither the filing of this statement nor anything herein shall be deemed an admission that Mr. Drapkin is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any shares of common stock covered by this statement. Mr. Drapkin disclaims beneficial ownership of the shares of common stock covered by this statement, except to the extent of his pecuniary interest therein.
( 4)  Mr. Drapkin may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Mr. Drapkin declares that neither the filing of this statement nor anything herein shall be construed as an admission that he is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
( 5)  On October 10, 2012, the issuer granted to Mr. Drapkin 10,473 unvested shares of restricted stock, which are subject to forfeiture to the issuer under certain circumstances. Such forfeiture right generally will lapse on the earlier of (i) October 9, 2013 or (ii) the date of the next annual shareholders meeting of the issuer.
( 6)  Includes (a) 777,441 shares directly beneficially owned by QP Fund, (b) 116,953 shares directly beneficially owned by LP Fund, (c) 119,932 shares directly beneficially owned by BD Partners III and (d) 436,900 shares directly beneficially owned by the Managed Account.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Drapkin Matthew A
500 CRESCENT COURT
SUITE 230
DALLAS, TX 75201 		X



Signatures
MATTHEW A. DRAPKIN, /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact 10/12/2012
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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