SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934






Date of Report (Date of earliest event reported)           MAY 24, 2004
                                                --------------------------------

                           RCG COMPANIES INCORPORATED
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             (Exact name of registrant as specified in its charter)


      Delaware                        1-8662                  23-2265039
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(State or other jurisdiction     (Commission File          (IRS Employer
 or incorporation)                Number)                   Identification No.)



         6836 Morrison Blvd., Suite 200, Charlotte, North Carolina 28211
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          (Address of principal executive offices, including zip code)


Registrant's telephone number, including area code        (704) 366-5054
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          (Former name or former address, if changed since last report)



Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.

      (a)   Exhibits:

            99.1 Press Release dated May 24, 2004


Item 12.    Results of Operations and Financial Condition.

      On May 24, 2004,  the Company  issued a press release  disclosing  certain
information  relating to its completed  fiscal period.  A copy of the release is
filed as an exhibit herewith.




                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                    RCG COMPANIES INCORPORATED


                                    By: /s/ William W. Hodge
                                        ----------------------------------------
                                        Name: William W. Hodge
                                        Its: Chief Financial Officer

Dated:  May 25, 2004