United States securities and exchange commission logo

May 20, 2021

Eric S. Langan
Chief Executive Officer
RCI Hospitality Holdings, Inc.
10737 Cutten Road
Houston, Texas 77066

Re: RCI Hospitality
Holdings, Inc.
Registration
Statement on Form S-3
Filed May 14, 2021
File No. 333-256158

Dear Mr. Langan:

This is to advise you that we have not reviewed and will not
review your registration
statement.

Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact Donald
Field at 202-551-3680 with any questions.

Sincerely,

Division of Corporation Finance

Office of Trade & Services