Ownership Submission
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

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 *
MADISON DEARBORN PARTNERS LLC
  2. Issuer Name and Ticker or Trading Symbol
Ruths Chris Steak House, Inc. [RUTH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
THREE FIRST NATIONAL PLAZA, SUITE 3800
3. Date of Earliest Transaction (Month/Day/Year)
08/12/2005
(Street)

CHICAGO, IL 60602
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 08/12/2005   S   3,422,473 D $ 16.74 5,506,215 I (1) (2) (3) See Footnote (1) (2) (3)
Series B Junior Cumulative Preferred Stock 08/12/2005   J(6)   65,605.0396 D $ 1,000 0 I (1) (2) (3) See Footnote (1) (2) (3)
Common Stock 08/12/2005   S   75,993 D $ 16.74 122,262 I (1) (2) (4) See Footnote (1) (2) (4)
Series B Junior Cumulative Preferred Stock 08/12/2005   J(6)   1,456.7156 D $ 1,000 0 I (1) (2) (4) See Footnote (1) (2) (4)
Common Stock 08/12/2005   S   11,172 D $ 16.74 17,974 I (1) (2) (5) See Footnote (1) (2) (5)
Series B Junior Cumulative Preferred Stock 08/12/2005   J(6)   214.167 D $ 1,000 0 I (1) (2) (5) See Footnote (1) (2) (5)

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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MADISON DEARBORN PARTNERS LLC
THREE FIRST NATIONAL PLAZA
SUITE 3800
CHICAGO, IL 60602
  X   X    
SELATI ROBIN P
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 3800
CHICAGO, IL 60602
  X   X    
MADISON DEARBORN PARTNERS III LP
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 3800
CHICAGO, IL 60602
    X    
MADISON DEARBORN CAPITAL PARTNERS III LP
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 3800
CHICAGO, IL 60602
    X    
MADISON DEARBORN SPECIAL EQUITY III LP
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 3800
CHICAGO, IL 60602
    X    
SPECIAL ADVISORS FUND I LLC
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 3800
CHICAGO, IL 60602
    X    

Signatures

 /s/ Robin P. Selati, Managing Director, Madison Dearborn Partners, LLC   08/16/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Following the dispositions set forth in this Form 4, Madison Dearborn Capital Partners III, L.P. ("MDCP") directly held 5,506,215 shares of common stock and no shares of Series B Junior Cumulative Preferred Stock, Madison Dearborn Special Equity III, L.P. ("MDSE") directly held 122,262 shares of common stock and no shares of Series B Junior Cumulative Preferred Stock and Special Advisors Fund I, LLC ("SAF") directly held 17,975 shares of common stock and no shares of Series B Junior Cumulative Preferred Stock. Madison Dearborn Partners, LLC is the sole general partner of Madison Dearborn Partners III, L.P., the general partner of MDCP and MDSE and the manager of SAF. Mr. Selati is a Managing Director of Madison Dearborn Partners, LLC. (Continued Footnote 2)
(2) As a result, such reporting persons may be deemed to share beneficial ownership of the shares owned directly by MDCP, MDSE and SAF. Mr. Selati expressly disclaims beneficial ownership of the shares owned by MDCP, MDSE and SAF, except to the extent of his pecuniary interest therein.
(3) Represents reported securities directly held by MDCP.
(4) Represents reported securities directly held by MDSE.
(5) Represents reported securities directly held by SAF.
(6) The reported securities were redeemed by the issuer at face value plus accrued but unpaid dividends thereon.

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