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 * LEE EUGENE I JR   2. Issuer Name and Ticker or Trading Symbol RARE HOSPITALITY INTERNATIONAL INC [RARE] 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 COO-Rare (Last) (First) (Middle) 8215 ROSWELL ROAD, BUILDING 600 3. Date of Earliest Transaction (Month/Day/Year) 09/24/2007 (Street) ATLANTA, GA 30350 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 09/24/2007   M   14,800 A $ 8.528 81,300 D   Common Stock 09/24/2007   M   25,000 A $ 14.8753 106,300 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

Non-Qualified Stock Option (right to buy)

$ 8.528

09/24/2007

M

14,800

12/27/2000(1)

12/27/2009

Common Stock

14,800

$ 0

0

D

Non-Qualified Stock Option (right to buy)

$ 14.8753

09/24/2007

M

25,000

01/01/2002(2)

12/31/2010

Common Stock

191,392

$ 0

166,392

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LEE EUGENE I JR 8215 ROSWELL ROAD BUILDING 600 ATLANTA, GA 30350	X		President and COO-Rare

Signatures

Eugene I. Lee, Jr., by W. Douglas Benn, Attorney-in-Fact		09/26/2007
**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)	45,000 options vested and became exercisable on December 27, 2000; 45,000 options vested and became exercisable on December 27, 2001; 45,000 options vested and became exercisable on December 27, 2002; 45,000 options vested and became exercisable on December 27, 2003; and 45,000 options vested and became exercisable on December 27, 2004.
(2)	38,278 options vested and became exercisable on January 1, 2002; 38,278 options vested and became exercisable on January 1, 2003; 38,279 options vested and became exercisable on January 1, 2004; 38,278 options vested and became exercisable on January 1, 2005; and 38,279 options vested and became exercisable on January 1, 2006.

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