RYANS FAMILY STEAKHOUSES INC
10-Q, 1996-11-15
EATING PLACES
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                          FORM 10-Q
                              
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                              
                              
     Quarterly Report Pursuant to Section 13 or 15(d) of
             the Securities Exchange Act of 1934
                              
            For the Quarter ended October 2, 1996
                              
                 Commission File No. 0-10943
                              
                              
              RYAN'S FAMILY STEAK HOUSES, INC.
   (Exact name of registrant as specified in its charter)
                              
        South Carolina                No. 57-0657895
 (State or other jurisdiction        (I.R.S. Employer
      of incorporation)            Identification No.)

                405 Lancaster Avenue (29650)
                        P. O. Box 100
                 Greer, South Carolina 29652
               (Address of principal executive
                offices, including zip code)
                              
                        864-879-1000
    (Registrant's telephone number, including area code)

- ------------------------------------------------------------
                         -----------
                              
Indicate by check mark whether the registrant (1) has  filed
all reports required to be filed by Sections 13 or 15(d)  of
the Securities Exchange Act of 1934 during the preceding  12
months  (or for such shorter period that the registrant  was
required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.
                Yes     X         No ________

The number of shares outstanding of each of the registrant's
classes of common stock as of October 2, 1996:

     50,935,000 shares of common stock, $1.00 Par Value


PART I.  FINANCIAL INFORMATION
<TABLE>
                              
              RYAN'S FAMILY STEAK HOUSES, INC.
                              
             CONSOLIDATED STATEMENTS OF EARNINGS
                         (Unaudited)
                              
            (In thousands, except per share data)

                                         Quarter Ended
                                      October 2, September 27,
                                         1996        1995


<S>                                  <C>           <C>
Restaurant sales                     $146,250      131,786

Operating expenses:
  Food and beverage                    58,093       53,789
  Payroll and benefits                 41,517       37,255
  Depreciation and amortization         6,480        5,523
  Other operating expenses             18,827       16,219
     Total operating expenses         124,917      112,786

General and administrative expenses     6,434        5,493
Interest expense                          956          445
Revenues from franchised restaurants     (369)        (460)
Other income, net                        (289)        (253)
Earnings before income taxes           14,601       13,775
Income taxes                            5,373        5,097

Net earnings                          $ 9,228        8,678

Net earnings per common and common
  equivalent share                      $ .18          .16

Weighted average shares            51,184,000   53,454,000
</TABLE>

See accompanying notes to consolidated financial statements.
                              
<TABLE>
                              
              RYAN'S FAMILY STEAK HOUSES, INC.
                              
             CONSOLIDATED STATEMENTS OF EARNINGS
                         (Unaudited)
                              
            (In thousands, except per share data)

                                       Nine Months Ended
                                      October 2,  September 27,
                                         1996        1995

<S>                                  <C>           <C>
Restaurant sales                     $424,469      380,415

Operating expenses:
  Food and beverage                   168,490      155,080
  Payroll and benefits                119,998      108,244
  Depreciation and amortization        18,248       15,792
  Other operating expenses             53,311       46,128
     Total operating expenses         360,047      325,244

General and administrative expenses    19,534       16,228
Interest expense                        2,278        1,331
Revenues from franchised restaurants   (1,165)      (1,355)
Other income, net                      (1,102)        (790)
Earnings before income taxes           44,877       39,757
Income taxes                           16,542       14,710

Net earnings                          $28,335       25,047

Net earnings per common and common
  equivalent share                      $ .54          .47

Weighted average shares            52,157,000   53,445,000
</TABLE>

See accompanying notes to consolidated financial statements.

<TABLE>
                              
              RYAN'S FAMILY STEAK HOUSES, INC.
                              
                 CONSOLIDATED BALANCE SHEETS
                              
                       (In thousands)

                                      October 2,  January 3,
                                         1996        1996
ASSETS                               (Unaudited)
Current assets:
 <S>                                     <C>           <C>
 Cash and cash equivalents               $ 538         1,299
 Receivables                             1,855         1,731
 Inventories                             4,031         4,045
 Deferred income taxes                   2,923         2,923
 Other current assets                    2,108         1,491
     Total current assets               11,455        11,489
Property and equipment:
 Land and improvements                 103,320        95,093
 Buildings                             265,848       233,674
 Equipment                             165,740       144,638
 Construction in progress               37,486        31,311
                                       572,394       504,716
 Less accumulated depreciation         109,291        92,495
     Net property and equipment        463,103       412,221
Other assets                             1,968         1,784
                                      $476,526       425,494

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Notes payable                          17,700        72,200
 Accounts payable                       14,487        11,640
 Income taxes payable                    4,384           745
 Accrued liabilities                    24,835        23,761
     Total current liabilities          61,406       108,346
Long-term debt                          93,000          -
Deferred income taxes                   14,619        14,454
         Total liabilities             169,025       122,800
Shareholders' equity:
 Common stock of $1.00 par value;
 authorized 100,000,000 shares; 
 issued 50,935,000 shares in 1996
 and 53,462,000 shares in 1995          50,935        53,462
 Additional paid-in capital                -           6,751
 Retained earnings                       256,566     242,481
         Total shareholders' equity      307,501     302,694
Commitments
                                      $476,526       425,494
</TABLE>
See accompanying notes to consolidated financial statements.
<TABLE>
        
      RYAN'S FAMILY STEAK HOUSES, INC.
                              
            CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (Unaudited)
                              
                       (In thousands)
                              
                                       Nine Months Ended
                                      October 2,September 27,
                                         1996        1995
Cash flows from operating activities:
 <S>                                   <C>          <C>
 Net earnings                          $28,335      25,047
 Adjustments to reconcile net earnings to
  net cash provided by operating activities:
   Depreciation and amortization        18,872      16,480
   Loss on sale of property
     and equipment                         101         251
   Decrease (increase) in:
     Receivables                         (124)         276
     Inventories                            14       (801)
     Other current assets              (2,336)     (2,010)
     Other assets                        (189)       (648)
   Increase in:
     Accounts payable                    2,847       4,675
     Income taxes payable                3,639       1,844
     Accrued liabilities                 1,074       1,799
     Deferred income taxes                 165         147
Net  cash provided by operating
 activities                             52,398      47,060

Cash flows from investing activities:
 Proceeds from sale of property
      and equipment                        804     3,456
 Capital expenditures                 (68,935)    (51,489)
Net cash used in investing activities (68,131)    (48,033)

Cash flows from financing activities:
  Net proceeds from (repayment of)
    notes payable                     (54,500)      1,800
 Proceeds from issuance of
    long-term debt                     93,000        -
 Proceeds from the issuance of
    common stock                          737         113
 Purchase of common stock               (24,265)       -
Net  cash provided by financing
    activities                           14,972     1,913

Net increase (decrease) in cash
   and cash equivalents                   (761)       940

Cash and cash equivalents - 
     beginning of period                  1,299        695

Cash  and  cash equivalents -
     end of period                 $        538      1,635
                              
</TABLE>
                              
See accompanying notes to consolidated financial statements.
<TABLE>
        
      RYAN'S FAMILY STEAK HOUSES, INC.
                              
       CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                              
                       (In thousands)
                              
        I.  For the Nine Months Ended October 2, 1996
                         (Unaudited)

                           $1 Par Value     Additional
                              Common        Paid-In     Retained
                               Stock        Capital     Earnings   Total

<S>                          <C>              <C>       <C>       <C>
Balances at January 3, 1996  $53,462          6,751     242,481   302,694
  Net earnings                  -              -         28,335    28,335
  Issuance of common stock
  under Stock Option Plans       118            619        -          737
  Purchases of common stock   (2,645)        (7,370)    (14,250)  (24,265)
Balances at October 2, 1996  $50,935           -        256,566   307,501


      II.  For the Nine Months Ended September 27, 1995
                         (Unaudited)
                              
                           $1 Par Value    Additional
                             Common         Paid-In     Retained
                              Stock         Capital     Earnings   Total

<S>                            <C>           <C>        <C>       <C>
Balances at December 28, 1994  $53,434       6,599      209,322   269,355

  Net earnings                    -           -          25,047    25,047
  Issuance of common stock
  under Stock Option Plans          20          93         -          113
Balances at September 27, 1995 $53,454       6,692      234,369   294,515

</TABLE>

See accompanying notes to consolidated financial statements.

              RYAN'S FAMILY STEAK HOUSES, INC.
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              
                       October 2, 1996
                         (Unaudited)
                              

Note 1.  Basis of Presentation

The  consolidated financial statements include the financial
statements  of  Ryan's  Family Steak Houses,  Inc.  and  its
wholly  owned  subsidiaries.  All  significant  intercompany
balances   and   transactions  have   been   eliminated   in
consolidation.

The accompanying unaudited consolidated financial statements
have  been  prepared  in accordance with generally  accepted
accounting principles for interim financial information  and
the  instructions to Form 10-Q and do not include all of the
information  and  footnotes required by  generally  accepted
accounting principles for complete financial statements.  In
the  opinion  of management, all adjustments (consisting  of
normal  recurring accruals) considered necessary for a  fair
presentation  have  been  included.  Consolidated  operating
results  for the nine months ended October 2, 1996  are  not
necessarily  indicative of the results that may be  expected
for  the  fiscal year ending January 1, 1997.   For  further
information, refer to the consolidated financial  statements
and  footnotes  included in the Company's annual  report  on
Form 10-K for the fiscal year ended January 3, 1996.

Note 2.  Long-Term Debt

In  June  1996, the Company entered into a credit  agreement
with  a  group of banks for a $93 million term  loan  ("Term
Loan")  payable  in  quarterly  installments  of  $5,813,000
commencing   September  1999  with   the   final   quarterly
installment  due June 2003.  The Term Loan is unsecured  and
bears interest at various rates generally equal to LIBOR, or
the London Interbank Offered Rate, plus 0.5%.

The  terms  of  the  credit agreement contain,  among  other
provisions,  requirements  for the  Company  to  maintain  a
minimum  net  worth level and certain financial  ratios  and
restrictions  on  the Company's ability to incur  additional
indebtedness,  merge,  consolidate,  and  acquire  or   sell
assets.   At October 2, 1996, the Company exceeded the  most
restrictive  minimum  net  worth covenant  by  approximately
$71.9 million.

The  aggregate maturities of the Term Loan for the remainder
of 1996 and for each of the five years subsequent to January
1,  1997  are  as follows: $0 for years 1996  through  1998;
$11.6  million  in 1999; $23.3 million in  2000;  and  $23.3
million in 2001.

Note 3.  Reclassifications

Certain   1995  amounts  in  the  accompanying  consolidated
financial  statements have been reclassified to  conform  to
the 1996 presentation.

Note 4.  Subsequent Events

In  order  to manage its exposure to potentially significant
increases  in  interest rates, the Company  entered  into  a
collar  transaction in October 1996 with  a  major  regional
bank that provides credit to the Company under both the Term
Loan  agreement (see note 2) and an uncommitted  bank  line.
The collar transaction places a ceiling of 7.25% and a floor
of  5.00%  on  the  three-month LIBOR for a two-year  period
ending  October 1998 on a notional principal amount  of  $75
million at a cost of approximately $66,000.  The three-month
LIBOR  has  stayed between the ceiling and floor  since  the
commencement of the transaction.

In November 1996, the Company announced its FOCUS 2000 plan.
The key elements of the plan include:
   
   1.Reducing  unit  investment and further  increasing
      store-level  profitability,  thereby   increasing
      return on investment;
   2.Realigning  energies  and  resources  to   provide
      deeper  levels of training, resulting in  greater
      team   member   empowerment,   performance    and
      retention;
   3.Opening  new Ryan's units at the rate  of  5%  for
      the next two to three years; and
   4.Pursuing  stock  repurchases at a more  aggressive
      level to accelerate earnings per share growth.
   
In  connection  with  FOCUS 2000,  the  Company's  Board  of
Directors   authorized  the  increase  of   the   previously
announced  stock repurchase program from 6.4 million  shares
to 10 million shares through 1998.

As  part  of  the FOCUS 2000 announcement, the Company  also
announced that it would take a one-time $12.7 million charge
during  the  fourth quarter of 1996 in accordance  with  the
Financial   Accounting  Standards  Board's  Statement   121,
"Accounting for the Impairment of Long-Lived Assets and  for
Long-Lived Assets to Be Disposed of".  This charge was based
upon a financial review of all Company-owned restaurants and
applies to nine currently underperforming units.  Details of
the charge follow:

                         # of        Amount of
      Operating Status Units    Charge (Millions)
      
      Hold and use       3             $3.4
      To be disposed of  6              9.3
                                      $12.7
     
All charges were based on the difference between each unit's
net  book value and estimated fair value, which equaled  the
estimated   proceeds   from  disposal   as   determined   by
management.   Considerable management judgment is  necessary
to  estimate proceeds from disposal and, accordingly, actual
proceeds  could  vary  significantly  from  such  estimates.
Management  plans to actively market the six units  targeted
for  disposal, but currently cannot estimate their  expected
disposal dates.  For the nine months ended October 2,  1996,
these six units had a combined after-tax loss of $450,000.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

Quarter Ended October 2, 1996 versus September 27, 1995

The Company experienced strong sales growth during the third
quarter  of  1996  with restaurant sales  up  11%  over  the
comparable  quarter  of  1995.   Substantially  all  of  the
increase  resulted from the 12% unit growth of company-owned
restaurants, which totaled 255 at October 2, 1996 and 228 at
September  27, 1995.  The 1996 store count was comprised  of
250 Ryan's restaurants and 5 other restaurants, representing
3  different  test  concepts  (see  "Liquidity  and  Capital
Resources").   The  1995 store count was  comprised  of  223
Ryan's and 5 of the test concept restaurants.

Same-store  sales  at the Company's Ryan's  restaurants,  or
average unit sales in units that have been open for at least
18  months and operating during comparable weeks during  the
current  and  prior year, decreased 0.7% during the  quarter
compared  to  a  3.4% increase during the third  quarter  of
1995.   Management believes that the nationwide interest  in
the  Summer  Olympics (held in Atlanta, GA -  the  Company's
largest  market)  and  an  overall  weak  restaurant   sales
environment   were  significant  factors   impacting   sales
results.   However, sales did strengthen during the  quarter
as  same-store sales moved from -1.3% in July  to  -0.1%  in
September.

Total   costs  and  expenses  of  Company-owned  restaurants
include  food  and  beverage,  payroll,  payroll  taxes  and
employee  benefits, depreciation and amortization,  repairs,
maintenance,  utilities,  supplies, advertising,  insurance,
property taxes and licenses.  Such costs, as a percentage of
sales,  were 85.4% during the third quarter of 1996 compared
to  85.6%  in 1995.  Food and beverage costs decreased  from
40.8%  of sales in 1995 to 39.7% in 1996 due principally  to
lower   beef  and  produce  prices.   Payroll  and  benefits
increased from 28.3% of sales in 1995 to 28.4% of  sales  in
1996  due  to  improved manager staffing levels  and  higher
medical   insurance  costs.   All  other  operating   costs,
including   depreciation  and  amortization  of  pre-opening
costs, increased to 17.3% of sales in 1996 compared to 16.5%
in  1995  due  principally to higher repairs and maintenance
and  utility  costs.  Based on these factors, the  Company's
operating margin at the restaurant level increased to  14.6%
in the third quarter of 1996 compared to 14.4% in 1995.

General  and administrative expenses increased  to  4.4%  of
sales  in  1996 compared to 4.2% in 1995 due principally  to
lower  same-store sales.  The Company significantly expanded
its media advertising program in 1996 and, at the end of the
third  quarter, had started or completed campaigns in  9  of
the  10  markets planned for 1996 compared to only 2 markets
during  all  of  1995.   Total media advertising  costs  are
expected to amount to 0.3% of sales in 1996 versus  0.1%  in
1995.  Plans are to expand the media advertising program  to
15 markets in 1997.

Interest  expense increased by $511,000 to 0.7% of sales  in
1996  compared  to  0.3%  in 1995.   This  increase  is  due
principally  to  the  increase in the Company's  outstanding
debt,  which amounted to $110.7 million at October  2,  1996
compared  to  $72.2 million at January 3, 1996.   The  stock
repurchase program implemented in March 1996 and the planned
borrowing  needs  for scheduled restaurant construction  are
the  principal  factors behind the higher  debt  level  (see
"Liquidity and Capital Resources").  The Company's effective
average interest rate decreased to 6.0% in 1996 compared  to
6.3% in 1995.

Franchise  revenues for the third quarter of 1996  decreased
to $369,000, or 0.3% of sales, from $460,000 (0.3% of sales)
in  1995,  due principally to a lesser number of  franchised
restaurants.   At October 2, 1996, there were 25  franchised
Ryan's compared to 26 at September 27, 1995.

Effective income tax rates of 36.8% and 37.0% were used  for
the third quarters of 1996 and 1995, respectively.

Net  earnings for the third quarter of 1996 increased 6%  to
$9.2 million compared to $8.7 million in 1995.  Due to a  4%
reduction  in  weighted average shares  resulting  from  the
Company's  stock  repurchase  program  (see  "Liquidity  and
Capital Resources"), earnings per share increased 13% to  18
cents in 1996 compared to 16 cents in 1995.

Nine Months Ended October 2, 1996 versus September 27, 1995

For  the nine months ended October 2, 1996, restaurant sales
were up 12% compared to the same period in 1995, principally
due  to 10% average unit growth.  Same-store sales decreased
0.1% during the first nine months of 1996 compared to a 2.2%
increase in 1995.

Nine-month  costs and expenses as detailed above were  84.8%
and  85.5% of sales for 1996 and 1995, respectively.  During
the  first nine months of 1996, costs and expenses were most
affected by lower food costs (down 1.1% of sales) and higher
other  operating  expenses (up 0.6% of sales).   Food  costs
were favorably impacted by lower beef and produce costs, and
other operating expenses increased due to higher repairs and
maintenance  and utility costs. Based on these factors,  the
Company's operating margin at the restaurant level increased
to 15.2% for the first nine months of 1996 compared to 14.5%
in 1995.

General   and   administrative  expenses  increased   as   a
percentage of sales to 4.6% in 1996 from 4.3% in 1995 due to
higher  advertising  costs.  Interest expense  increased  by
$947,000 to 0.5% of sales due principally to the increase in
debt resulting from the stock repurchase program  and
planned restaurant  construction  (see  "Liquidity   And
Capital   Resources").   The  Company's  effective   average
interest rate decreased to 5.9% in 1996 compared to 6.4%  in
1995.   Revenues  from franchised restaurants  decreased  by
$190,000 due to the same factors noted in the third  quarter
discussion,  and  other income increased by $312,000  due  to
higher miscellaneous vending income.  Effective income tax 
rates of  36.9% and  37.0% were used for the first nine months
of 1996 and 1995, respectively.

Net earnings for the first nine months of 1996 increased 13%
to   $28.3  million  compared  to  $25.0  million  in  1995.
Earnings per share increased to 54 cents in 1996 compared to
47 cents in 1995.


LIQUIDITY AND CAPITAL RESOURCES

The  Company's restaurant sales are primarily  derived  from
cash.   Inventories are purchased on credit and are  rapidly
converted to cash.  Therefore, the Company does not maintain
significant  receivables or inventories, and  other  working
capital requirements for operations are not significant.

At  October  2,  1996, the Company's working capital  was  a
$50.0 million deficit compared to a $96.9 million deficit at
January  3,  1996.   The principal reason  for  the  deficit
reduction was the refinancing in June 1996 of $93 million of
short-term  debt  into  a long-term  credit  facility.   The
Company  does  not anticipate any adverse effects  from  the
current working capital deficit due to significant cash flow
provided by operations, which amounted to $52.4 million  for
the  nine months ended October 2, 1996 and $61.8 million for
the year ended January 3, 1996.

Total capital expenditures for the first nine months of 1996
amounted to $68.9 million.  The Company opened 24 new Ryan's
restaurants during the first nine months of 1996  and  plans
to  open  6 additional Ryan's in the fourth quarter of  1996
for  a  total  of  30 new restaurants (all Ryan's).   During
1995,  the  Company opened 24 restaurants (21 Ryan's  and  3
test  concepts).  Total capital expenditures  for  1996  are
estimated  at $83 million.  Expansion will occur  in  states
within  or  contiguous  to  the Company's  current  21-state
operating  area.  The Company currently does  not  plan  any
international expansion of company-owned stores.

The  Company is also testing several casual-dining concepts.
As  noted earlier, the restaurant count at October  2,  1996
includes  5  such units, representing 3 different  concepts.
Three  of  these  restaurants were converted  from  existing
Ryan's,  while  the  other 2 units  were  new  construction.
Further   expansion  of  these  concepts  is  not  currently
planned.

The  Company  is  currently  concentrating  its  efforts  on
Company-owned  stores  and  is  not  actively  pursuing  any
additional  franchised  locations,  either  domestically  or
internationally.

In   March  1996,  management  announced  its  intention  to
repurchase an aggregate 6.4 million shares of the  Company's
common  stock through December 1998.  In November 1996,  the
Company's Board of Directors increased the authorization  to
10   million  shares  (see  "Subsequent  Events").   Through
October  2,  1996, the Company had repurchased approximately
2.6  million  shares at an aggregate cost  of  approximately
$24.2 million.  Repurchases have and will be made from  time
to  time  on  the  open  market or in  privately  negotiated
transactions   in  accordance  with  applicable   securities
regulations, depending on market conditions, share price and
other factors.

Management  currently  estimates that its  external  funding
requirements  in  1996 will approximate $50  million.   This
amount  could  be higher depending upon the level  of  stock
repurchases  incurred  during the  remainder  of  the  year.
Other  funding  needs are expected to be met  by  internally
generated   cash   from  operations.   The  Company's   debt
structure currently consists of a $93 million term loan (see
following  paragraph)  and several  uncommitted  bank  lines
totaling  $110 million at various short-term rates of  which
$17.7 million was utilized at October 2, 1996.

In  June  1996, the Company entered into a credit  agreement
with  a  group of banks for a $93 million term  loan  ("Term
Loan")  payable  in  quarterly  installments  of  $5,813,000
commencing   September  1999  with   the   final   quarterly
installment  due June 2003.  The Term Loan is unsecured  and
bears interest at various rates generally equal to LIBOR, or
the  London  Interbank Offered Rate, plus 0.5%.  The terms of
the  credit agreement contain, among other provisions,
requirements  for the  Company  to  maintain a minimum  net
worth level and certain  financial ratios and restrictions
on the  Company's
ability    to   incur   additional   indebtedness,    merge,
consolidate,  and  acquire or sell assets.   At  October  2,
1996, the Company exceeded the most restrictive minimum  net
worth   covenant  by  approximately  $71.9   million.    The
aggregate  maturities of the Term Loan for the remainder  of
1996 and for each of the five years subsequent to January 1,
1997  are as follows: $0 for years 1996 through 1998;  $11.6
million in 1999; $23.3 million in 2000; and $23.3 million in
2001.

Under  the current borrowing arrangements, no interest rates
have  been fixed and generally change in response to changes
in  LIBOR.   Management believes that the Company's  current
banking  relationships provide the opportunity  to  fix  the
interest rate on all or portions of the outstanding debt for
various   periods   of  time,  based  upon   the   Company's
preference.  Management frequently reviews various  interest
rate   options   in  order  to  determine   their   economic
feasibility.   In October 1996, the Company entered  into  a
collar  transaction designed to manage its exposure to 
significant increases in interest rates (see "Subsequent
Events").

Management believes that the current debt structure will  be
sufficient  to meet the Company's financing requirements  at
least through 1998.


SUBSEQUENT EVENTS

In  order  to manage its exposure to potentially significant
increases  in  interest rates, the Company  entered  into  a
collar  transaction in October 1996 with  a  major  regional
bank that provides credit to the Company under both the Term
Loan  agreement and an uncommitted bank line (see "Liquidity
and  Capital Resources").  The collar transaction  places  a
ceiling  of  7.25% and a floor of 5.00% on  the  three-month
LIBOR  for  a  two-year  period ending  October  1998  on  a
notional  principal  amount of $75  million  at  a  cost  of
approximately  $66,000.  The three-month  LIBOR  has  stayed
between the ceiling and floor since the commencement of  the
transaction.

In November 1996, the Company announced its FOCUS 2000 plan.
The key elements of the plan include:
   
   1.Reducing  unit  investment and further  increasing
      store-level  profitability,  thereby   increasing
      return on investment;
   2.Realigning  energies  and  resources  to   provide
      deeper  levels of training, resulting in  greater
      team   member   empowerment,   performance    and
      retention;
   3.Opening  new Ryan's units at the rate  of  5%  for
      the next two to three years; and
   4.Pursuing  stock  repurchases at a more  aggressive
      level to accelerate earnings per share growth.
   
In  connection  with  FOCUS 2000,  the  Company's  Board  of
Directors  authorized the increase of the  stock  repurchase
program from 6.4 million shares to 10 million shares through
1998.

As  part  of  the FOCUS 2000 announcement, the Company  also
announced that it would take a one-time $12.7 million charge
during  the  fourth quarter of 1996 in accordance  with  the
Financial   Accounting  Standards  Board's  Statement   121,
"Accounting for the Impairment of Long-Lived Assets and  for
Long-Lived Assets to Be Disposed of".  This charge was based
upon a financial review of all Company-owned restaurants and
applies to nine currently underperforming units.  Details of
the charge follow:

                         # of        Amount of
      Operating Status Units    Charge (Millions)
      
      Hold and use       3             $3.4
      To be disposed of  6              9.3
                                      $12.7
     
All charges were based on the difference between each unit's
net  book value and estimated fair value, which equaled  the
estimated   proceeds   from  disposal   as   determined   by
management.   Considerable management judgment is  necessary
to  estimate proceeds from disposal and, accordingly, actual
proceeds  could  vary  significantly  from  such  estimates.
Management  plans to actively market the six units  targeted
for  disposal, but currently cannot estimate their  expected
disposal dates.  For the nine months ended October 2,  1996,
these six units had a combined after-tax loss of $450,000.


IMPACT OF INFLATION

The  Company's  operating  costs that  may  be  affected  by
inflation  consist principally of food, payroll and  utility
costs.   Additionally, a significant number of the Company's
restaurant  employees  are paid at  the  minimum  wage  and,
accordingly,  legislated changes to the  minimum  wage  will
normally affect the Company's payroll costs.  In July  1996,
Congress legislated an increase in the Federal minimum  wage
from  $4.25  per hour to an eventual $5.15 per hour.   Under
this  measure the minimum wage increased to $4.75 on October
1,  1996 and will further increase to $5.15 on September  1,
1997.  This measure did not change the $2.13 rate for tipped
employees.  Due to the Company's current wage levels and the
law's  provisions  regarding  tipped  employees,  management
believes  that these increases will have minimal  impact  on
payroll costs.

The Company considers its current price structure to be very
competitive.   This factor, among others, is  considered  by
the   Company  when  passing  increased  costs  on  to   its
customers.   Annual  menu price increases have  consistently
ranged from 1% to 3%.


PART II.  OTHER INFORMATION

Item 1.           Legal Proceedings.

       None reportable.

Item 2.           Changes in Securities.

       None.

Item 3.           Defaults Upon Senior Securities.

       None.

Item  4.            Submission  of  Matters  to  a  Vote  of
Security Holders.

       None reportable.

Item 5.           Other Information.

       None.

Item 6.           Exhibits and Reports on Form 8-K.

       (a)None.
       (b)On  November 13, 1996, the Company filed a  report
           on  Form 8-K regarding the Company's unit  growth
           and  stock  repurchase plans (referred to  herein
           as  "FOCUS  2000") and a one-time  $12.7  million
           charge  to be taken during the fourth quarter  of
           1996  in accordance with the Financial Accounting
           Standards Board's Statement 121, "Accounting  for
           the Impairment of Long-Lived Assets and for Long-
           Lived Assets to Be Disposed of".  Both items  are
           discussed   in   "Management's   Discussion   And
           Analysis  Of Financial Condition And  Results  Of
           Operations - Subsequent Events".


     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 thereunto  duly
authorized.

              RYAN'S FAMILY STEAK HOUSES, INC.
                        (Registrant)




November 15, 1996   /s/Charles D. Way
                  Charles D. Way
                   Chairman,  President and Chief  Executive
Officer




November 15, 1996   /s/Fred T. Grant, Jr.
                  Fred T. Grant, Jr.
                  Vice President-Finance and Treasurer




November 15, 1996   /s/Richard D. Sieradzki
                  Richard D. Sieradzki
                  Controller




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