Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*

(Last) (First) (Middle)
1030 W. CANTON AVE. STE 100


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
Ruths Hospitality Group, Inc. [ RUTH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, General Counsel
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 36,984(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes shares of restricted stock granted pursuant to the Company's 2005 Long-Term Equity Incentive Plan and the Company's 2018 Omnibus Incentive Plan as follows: (i) 891 shares which vest on 3/11/2020; (ii) 1,784 shares which vest on 3/13/2020; (iii) 673 shares which vest on 3/13/2020; (iv) 674 shares which vest on 3/13/2021; (v) 2,629 shares which vest on 3/13/2021; (vi) 658 shares which vest on 3/13/2020; (vii) 658 shares which vest on 3/13/2021; (viii) 660 shares which vest on 3/13/2022; (ix) 4,999 shares which vest on 8/1/2020; (x) 4,999 shares which vest on 8/1/2021 and (xi) 5,002 shares which vest on 8/1/2022.
/s/ Alice G. Givens 02/05/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and

appoints each of Robert M. Vincent, Lillian Brown and Alan Wilson, signing singly

and each acting individually, as the undersigned's true and lawful attorney-in-fact

with full power and authority as herinafter described to:

(i) execute for and on behalf of the undersigned, in the undersigned's capacity

as an officer and/or director and/or owner of greater than 10% of the outstanding

Common Stock of Ruth's Hospitality Group, Inc., a Delaware corporation (the "Company"),

Forms 3, 4, and 5 (including any amendment thereto) in accordance with Section 16(a)

of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder;

and any other forms or reports the undersigned may be required to file in connection with

the undersigned's ownership, acquisition or disposition of securities of the Company;

(ii) do and perform any and all acts for and on behalf of the undersigned which

may be necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5,

or other form or report and any amendments thereto, and timely file such form

with the United States Securities and Exchange Commission and any stock

exchange or similar authority;

(iii)  seek or obtain as the undersigned's representative and on the undersigned's

behalf, information regarding transactions in the Company's securities from any third party,

including brokers, employee benefit plan administrators and trustees, and the undersigned

hereby authorizes any such person to release any such information to such

attorney-in-fact and approves and ratifies any such release of information; and

(iv) take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,

in the best interest of, or legally required by, the undersigned, it being

understood that the documents executed by such attorney-in-fact on behalf of

the undersigned pursuant to this Power of Attorney shall be in such form and

shall contain such terms and conditions as such attorney-in-fact may approve in

such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and

authority to do and perform any and every act and thing whatsoever requisite,

necessary, or proper to be done in the exercise of any of the rights and powers

herein granted, as fully to all intents and purposes as the undersigned might

or could do if personally present, with full power of substitution or

revocation, hereby ratifying and confirming all that such attorney-in-fact, or

such attorney-in-fact's substitute or substitutes, shall lawfully do or cause

to be done by virtue of this power of attorney and the rights and powers herein

granted.  The undersigned acknowledges that the foregoing attorneys-in-fact,

in serving in such capacity at the request of the undersigned, are not

assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned's

responsibilities to comply with Section 16 of the Exchange Act.  The undersigned

acknowledges that neither the Company nor the foregoing attorneys-in-fact assume

(i) any liability for the undersigned's responsibility to comply with the

requirements of the Exchange Act, (ii) any liability of the undersigned for any

failure to comply with such requirements, or (iii) any obligation or liability of

the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4, and 5 with respect to

the undersigned's holdings of and transactions in securities issued by the

Company, unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 30th day of January, 2020.

Signature:  /s/ Alice G. Givens

Alice G. Givens