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 * LANGAN ERIC SCOTT   2. Issuer Name and Ticker or Trading Symbol RCI HOSPITALITY HOLDINGS, INC. [RICK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 10959 CUTTEN ROAD 3. Date of Earliest Transaction (Month/Day/Year) 11/20/2014 (Street) HOUSTON, TX US 77066 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 11/20/2014   J(1)   435,420 (1) D (1) 0 I By E.S. Langan, L.P. (1) Common Stock 11/20/2014   J(1)   30,786 A (1) 696,424 (2) D

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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
LANGAN ERIC SCOTT 10959 CUTTEN ROAD HOUSTON, TX US 77066	X		President and CEO

Signatures

/s/ Eric S. Langan		12/11/2014
**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)	Eric Langan is the general partner of E. S. Langan, L.P. On April 25, 2014, E.S. Langan, L.P. made a distribution of 143,212 shares of common stock of the issuer to the limited partner of E.S. Langan, L.P. Immediately prior to this distribution, E.S. Langan, L.P. held 578,632 shares of common stock of which Mr. Langan (through his general partnership interest) held a 1% pecuniary interest. Mr. Langan's pecuniary interest was not affected by the distribution to the limited partner. In connection with winding up E.S. Langan, L.P., on November 20, 2014 it distributed 30,786 shares of common stock to Mr. Langan and on December 3, 2014 distributed the remaining 404,634 shares to the limited partner.
(2)	Subsequent to Mr. Langan's last filing under section 16 of the Act on July 14, 2014, he disposed of 37,789 shares of common stock pursuant to a domestic relations order.

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