Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  WAITES BENJAMIN A
 2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2005		 3. Issuer Name and Ticker or Trading Symbol
RARE HOSPITALITY INTERNATIONAL INC [RARE]
(Last)
(First)
(Middle)
8215 ROSWELL ROAD, BUILDING 600		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ATLANTA, GA 30350		 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 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 5,111
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.

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 of Derivative Security: 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
Non-Qualified Stock Option (right to buy) 12/27/2000(1) 12/27/2009 Common Stock 14,875 $ 8.528 D  
Incentive Stock Option (right to buy) 01/01/2002(2) 12/31/2010 Common Stock 9,967 $ 14.8753 D  
Non-Qualified Stock Option (right to buy) 01/01/2002 12/31/2010 Common Stock 3,033 $ 14.8753 D  
Incentive Stock Option (right to buy) 04/01/2003(3) 04/01/2012 Common Stock 2,115 $ 16.02 D  
Non-Qualified Stock Option (right to buy) 07/01/2003(4) 07/01/2012 Common Stock 634 $ 17.38 D  
Incentive Stock Option (right to buy) 07/01/2003(5) 07/01/2012 Common Stock 2,764 $ 17.38 D  
Non-Qualified Stock Option (right to buy) 09/30/2003(6) 09/30/2012 Common Stock 2,148 $ 15.6133 D  
Incentive Stock Option (right to buy) 09/30/2005 09/30/2012 Common Stock 1,059 $ 15.6133 D  
Incentive Stock Option (right to buy) 12/27/2005 12/27/2012 Common Stock 1,500 $ 18.4667 D  
Non-Qualified Stock Option (right to buy) 12/30/2003(7) 12/30/2012 Common Stock 2,233 $ 18.3 D  
Incentive Stock Option (right to buy) 12/30/2005 12/30/2012 Common Stock 1,101 $ 18.3 D  
Non-Qualified Stock Option (right to buy) 03/31/2004(8) 03/31/2013 Common Stock 1,546 $ 18.56 D  
Incentive Stock Option (right to buy) 03/31/2005(9) 03/31/2013 Common Stock 1,177 $ 18.56 D  
Non-Qualified Stock Option (right to buy) 06/30/2004(10) 06/30/2013 Common Stock 1,887 $ 21.64 D  
Incentive Stock Option (right to buy) 06/30/2006 06/30/2013 Common Stock 943 $ 21.64 D  
Non-Qualified Stock Option (right to buy) 10/21/2004(11) 10/21/2013 Common Stock 1,787 $ 22.4 D  
Incentive Stock Option (right to buy) 10/21/2004(12) 10/21/2013 Common Stock 884 $ 22.4 D  
Non-Qualified Stock Option (right to buy) 02/10/2005 02/10/2014 Common Stock 926 $ 27.14 D  
Incentive Stock Option (right to buy) 02/10/2006(13) 02/10/2014 Common Stock 1,798 $ 27.14 D  
Non-Qualified Stock Option (right to buy) 04/20/2005(14) 04/20/2014 Common Stock 1,187 $ 26.15 D  
Incentive Stock Option (right to buy) 04/20/2006(15) 04/20/2014 Common Stock 1,670 $ 26.15 D  
Non-Qualified Stock Option (right to buy) 07/20/2005(16) 07/20/2014 Common Stock 1,914 $ 26.81 D  
Incentive Stock Option (right to buy) 07/20/2007 07/20/2014 Common Stock 943 $ 26.81 D  
Non-Qualified Stock Option (right to buy) 10/19/2005(17) 10/19/2014 Common Stock 837 $ 30.19 D  
Incentive Stock Option (right to buy) 10/19/2007 10/19/2014 Common Stock 413 $ 30.19 D  
Non-Qualified Stock Option (right to buy) 02/08/2006(18) 02/08/2015 Common Stock 825 $ 31.72 D  
Incentive Stock Option (right to buy) 02/08/2007(19) 02/08/2015 Common Stock 1,050 $ 31.72 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WAITES BENJAMIN A
8215 ROSWELL ROAD
BUILDING 600
ATLANTA, GA 30350		       Chief Accounting Officer  

Signatures

Benjamin A. Waites 02/18/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 5,737 options vested and became exercisable on December 27, 2000; 5,569 options vested and became exercisable on December 27, 2001; and 5,569 options vested and became exercisable on December 27, 2002.
(2) 1,968 options vested and became exercisable on January 1, 2002; 4,999 options vested and became exercisable on January 1, 2003; and 5,000 options vested and became exercisable on January 1, 2004.
(3) 719 options vested and became exercisable on April 1, 2003; 698 options vested and became exercisable on April 1, 2004; and 698 options vest and become exercisable on April 1, 2005.
(4) 343 options vested and became exercisable on July 1, 2003; and 291 options vested and became exercisable on July 1, 2004.
(5) 811 options vested and became exercisable on July 1, 2003; 831 options vested and became exercisable on July 1, 2004; and 1,122 options vest and become exercisable on July 1, 2005.
(6) 1,089 options vested and became exercisable on September 30, 2003; and 1,059 options vested and became exercisable on September 30, 2004.
(7) 1,132 options vested and became exercisable on December 20, 2003; and 1,101 options vested and became exercisable on December 30, 2004.
(8) 925 options vested and became exercisable on March 31, 2004; and 621 options vest and become exercisable on March 31, 2005.
(9) 277 options vest and become exercisable on March 31, 2005; and 900 options vest and become exercisable on March 31, 2006.
(10) 944 options vested and became exercisable on June 20, 2004; and 943 options vest and become exercisable on June 20, 2005.
(11) 907 options vested and became exercisable on October 21, 2004; and 880 options vest and become exercisable on October 21, 2005.
(12) 1 option vested and became exercisable on October 21, 2004; 1 option vests and becomes exercisable on October 21, 2005; and 882 options vest and become exercisable on October 21, 2006.
(13) 899 options vest and become exercisable on February 10, 2006; and 899 options vest and become exercisable on February 10, 2007.
(14) 971 options vest and become exercisable on April 20, 2005; and 216 options vest and become exercisable on April 20, 2006.
(15) 727 options vest and become exercisable on April 20, 2006; and 943 options vest and become exercisable on April 20, 2007.
(16) 971 options vest and become exercisable on July 20, 2005; and 943 options vest and become exercisable on July 20, 2006.
(17) 425 options vest and become exercisable on October 19, 2005; and 412 options vest and become exercisable on October 19, 2006.
(18) 637 options vest and become exercisable on February 8, 2006; and 188 options vest and become exercisable on February 8, 2007.
(19) 431 options vest and become exercisable on February 8, 2007; and 619 options vest and become exercisable on February 8, 2008.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.