Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 7, 2009, the Board amended and restated its Bylaws effective October 7, 2009, to delete the following obsolete reference to a prior voting standard from paragraph II.6 of the Bylaws:

"Unless otherwise provided in the Articles of Incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present."

The amended and restated Bylaws are attached hereto as Exhibit 3.1.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT DESCRIPTION 3.1 Bylaws, as amended and restated, of Ruby Tuesday, Inc.

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