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 III LP
   2. Issuer Name and Ticker or Trading Symbol
Ruths Hospitality Group, Inc. [RUTH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
THREE FIRST NATIONAL PLAZA, SUITE 4600		 3. Date of Earliest Transaction (Month/Day/Year)
05/04/2010
(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 05/04/2010   J(1)   1,950,327 D $ 0 2,066,501 I See footnotes (2) (3)
Common Stock 05/04/2010   J(4)   43,306 D $ 0 45,885 I See footnotes (5) (6)
Common Stock 05/04/2010   J(7)   6,367 D $ 0 6,746 I See footnotes (8) (9)

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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 III LP
THREE FIRST NATIONAL PLAZA
SUITE 4600
CHICAGO, IL 60602		     X    
MADISON DEARBORN CAPITAL PARTNERS III LP
THREE FIRST NATIONAL PLAZA
SUITE 4600
CHICAGO, IL 60602		     X    
MADISON DEARBORN SPECIAL EQUITY III LP
THREE FIRST NATIONAL PLAZA
SUITE 4600
CHICAGO, IL 60602		     X    
SPECIAL ADVISORS FUND I LLC
THREE FIRST NATIONAL PLAZA
SUITE 4600
CHICAGO, IL 60602		     X    

Signatures

 /s/ Mark Tresnowski, as Managing Director of Madison Dearborn Partners, LLC, the general partner of Madison Dearborn Partners III, L.P.   05/04/2010
**Signature of Reporting Person Date
 /s/ Mark Tresnowski, as Managing Director of Madison Dearborn Partners, LLC, the general partner of Madison Dearborn Partners III, L.P., the general partner of Madison Dearborn Capital Partners III, L.P.   05/04/2010
**Signature of Reporting Person Date
 /s/ Mark Tresnowski, as Managing Director of Madison Dearborn Partners, LLC, the general partner of Madison Dearborn Partners III, L.P., the general partner of Madison Dearborn Special Equity III, L.P.   05/04/2010
**Signature of Reporting Person Date
 /s/ Mark Tresnowski, as Managing Director of Madison Dearborn Partners, LLC, the general partner of Madison Dearborn Partners III, L.P., the manager of Special Advisors Fund I, LLC   05/04/2010
**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) Reflects a pro rata distribution of shares of common stock of the issuer by Madison Dearborn Capital Partners III, L.P. ("MDCP III"), the record owner of the shares, to its general and limited partners on May 4, 2010 (the "MDCP Distribution"), including Madison Dearborn Partners III, L.P. ("MDP III"), the sole general partner of MDCP III. As a result of the MDCP Distribution, MDP III became the record owner of 65,521 shares of common stock of the issuer. Following the MDCP Distribution and on the same day, MDP III further distributed (on a pro-rata basis) all 65,521 shares of common stock of the issuer to its general and limited partners.
(2) These shares are owned of record by MDCP III. MDP III is the general partner of MDCP III. The shares held by MDCP III may be deemed to be beneficially owned by MDP III, the sole general partner of MDCP III. John A. Canning, Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP III that has the power, acting by majority vote, to vote or dispose of the shares directly held by MDCP III.
(3) Messrs. Canning, Finnegan and Mencoff and MDP III each hereby disclaims any beneficial ownership of any shares directly held by MDCP III or by MDP III, except to the extent of their respective pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
(4) Reflects a pro rata distribution of shares of common stock of the issuer by Madison Dearborn Special Equity III, L.P. ("MDSE III"), the record owner of the shares, to its general and limited partners on May 4, 2010 (the "MDSE Distribution"), including MDP III, the sole general partner of MDSE III. As a result of the MDSE Distribution, MDP III became the record owner of 671 shares of common stock of the issuer. Following the MDSE Distribution and on the same day, MDP III further distributed (on a pro-rata basis) all 671 shares of common stock of the issuer to its general and limited partners.
(5) These shares are owned of record by MDSE III. MDP III is the general partner of MDSE III. The shares held by MDSE III may be deemed to be beneficially owned by MDP III, the sole general partner of MDSE III. John A. Canning, Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP III that has the power, acting by majority vote, to vote or dispose of the shares directly held by MDSE III.
(6) Messrs. Canning, Finnegan and Mencoff and MDP III each hereby disclaims any beneficial ownership of any shares directly held by MDSE III or by MDP III, except to the extent of their respective pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
(7) Reflects a pro rata distribution of shares of common stock of the issuer by Special Advisors Fund I, LLC ("SAF"), the record owner of the shares, to its members on May 4, 2010.
(8) These shares are owned of record by SAF. MDP III is the manager of SAF. The shares held by SAF may be deemed to be beneficially owned by MDP III, the manager of SAF. John A. Canning, Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP III that has the power, acting by majority vote, to vote or dispose of the shares directly held by SAF.
(9) Messrs. Canning, Finnegan and Mencoff and MDP III each hereby disclaims any beneficial ownership of any shares directly held by SAF or by MDP III, except to the extent of their respective pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

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