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 (Date of earliest event reported)        MAY 11, 2004
                                                --------------------------------


                           RCG COMPANIES INCORPORATED
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             (Exact name of registrant as specified in its charter)


       Delaware                      1-8662                      23-2265039
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(State or other jurisdiction    (Commission File               (IRS Employer
    or incorporation)               Number)                  Identification No.)



         6836 Morrison Blvd., Suite 200, Charlotte, North Carolina 28211
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          (Address of principal executive offices, including zip code)


Registrant's telephone number, including area code      (704) 366-5054
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          (Former name or former address, if changed since last report)





Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

      (a)   Exhibits:

            99.1 Press Release dated May 11, 2004


Item 9. Regulation FD Disclosure.

      On May 11, 2004, the Company issued a press release announcing that on May
11, 2004 it signed a definitive  agreement to acquire Response Personnel,  Inc.,
RPI  Professional  Alternatives,  Inc.,  RPI Services,  Inc.,  Response  Medical
Staffing of Connecticut, Inc., and Response Medical Staffing of New Jersey, Inc.
The closing of the  acquisition  is subject to obtaining  third party  consents,
closing on financial commitments and other customary closing conditions.  A copy
of the press release is filed as an exhibit herewith.





                                   SIGNATURES

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


                                    RCG COMPANIES INCORPORATED


                                    By:  /s/ Michael Pruitt
                                         ---------------------------------------
                                         Name: Michael Pruitt
                                         Its: Chief Executive Officer

Dated:  May 11, 2004