RYANS FAMILY STEAKHOUSES INC
10-Q, 1998-11-16
EATING PLACES
Previous: REAL ESTATE ASSOCIATES LTD IV, NT 10-Q, 1998-11-16
Next: CENTURY INDUSTRIES INC /DC/, NT 10-Q, 1998-11-16








                            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 September 30, 1998
                                
                   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 September 30, 1998:

       40,051,000 shares of common stock, $1.00 Par Value

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

                                      Quarter Ended
                             September 30,    October 1,
                                  1998           1997
<TABLE>
<S>                            <C>              <C>
Restaurant sales               $ 162,440        152,731

Operating expenses:
 Food and beverage                62,798         60,321
 Payroll and benefits             47,568         43,411
 Depreciation and amortization     6,747          6,735
 Other operating expenses         21,002         19,448
   Total operating expenses      138,115        129,915

General and administrative expenses7,467          6,856
Interest expense                   1,842          1,443
Revenues from franchised restaurants(296)         (269)
Other income, net                  (516)          (264)
Earnings before income taxes      15,828         15,050
Income taxes                       5,715          5,524

   Net earnings                $  10,113          9,526

Net earnings per common share:
 Basic                         $     .25            .20
 Diluted                             .24            .20

Weighted-average shares:
 Basic                            40,637         47,238
 Diluted                          41,476         47,772
</TABLE>

See accompanying notes to consolidated financial statements.

                RYAN'S FAMILY STEAK HOUSES, INC.
                                
               CONSOLIDATED STATEMENTS OF EARNINGS
                           (Unaudited)
                                
              (In thousands, except per share data)
                                
                                     Nine Months Ended
                             September 30,    October 1,
                                  1998           1997
<TABLE>

<S>                            <C>              <C>
Restaurant sales               $ 483,122        456,332

Operating expenses:
 Food and beverage               189,293        180,380
 Payroll and benefits            141,279        128,541
 Depreciation and amortization    19,944         19,753
 Other operating expenses         59,379         55,646
   Total operating expenses      409,895        384,320

General and administrative expenses21,816        20,418
Interest expense                   4,879          4,488
Revenues from franchised restaurants(868)       (1,024)
Other income, net                (1,524)        (1,105)
Earnings before income taxes      48,924         49,235
Income taxes                      17,662         18,081

   Net earnings                $  31,262         31,154

Net earnings per common share:
 Basic                         $     .72            .66
 Diluted                             .71            .65

Weighted-average shares:
 Basic                            43,227         47,436
 Diluted                          43,826         47,880
</TABLE>
                                

See accompanying notes to consolidated financial statements.

                RYAN'S FAMILY STEAK HOUSES, INC.
                                
                   CONSOLIDATED BALANCE SHEETS
                         (In thousands)
                                
                               September 30,  December 31,
                                  1998           1997
<TABLE>
ASSETS                         (Unaudited)
Current assets:
 <S>                           <C>              <C>
 Cash and cash equivalents     $     577            289
 Receivables                       2,736          2,756
 Inventories                       4,401          4,294
 Deferred income taxes             3,629          3,629
 Other current assets              1,460          1,121
   Total current assets           12,803         12,089

Property and equipment:
 Land and improvements           114,424        108,397
 Buildings                       308,252        291,408
 Equipment                       191,418        182,524
 Construction in progress         31,701         35,407
                                 645,795        617,736
 Less accumulated depreciation   156,468        137,204
   Net property and equipment    489,327        480,532
Other assets                       2,923          2,933
                               $ 505,053        495,554

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Notes payable                    66,400         28,300
 Current portion of long-term debt 5,813           -
 Accounts payable                  9,021          9,330
 Income taxes payable              5,139            600
 Accrued liabilities              30,460         26,622
   Total current liabilities     116,833         64,852

Long-term debt                    87,187         93,000
Deferred income taxes             20,818         20,641
   Total liabilities             224,838        178,493

Shareholders' equity:
 Common stock of $1.00 par value;
 authorized 100,000,000 shares;
 issued 40,051,000 shares in 1998
 and 46,978,000 shares in 1997    40,051         46,978
 Additional paid-in capital         -               457
 Retained earnings               240,164        269,626
   Total shareholders' equity    280,215        317,061
Commitments
                              $ 505,053        495,554
</TABLE>
See accompanying notes to consolidated financial statements.

                RYAN'S FAMILY STEAK HOUSES, INC.
                                
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)
                                
                         (In thousands)
                                
                                Nine Months Ended
                               September 30,  October 1,
                                  1998           1997
<TABLE>
Cash flows from operating activities:
 <S>                           <C>             <C>
 Net earnings                    $31,262         31,154
 Adjustments to reconcile
 net earnings to net cash
 provided by operating
 activities:

Depreciation and amortization     20,940         20,851
Gain on sale of property
   and equipment                    (657)           (68)
   Decrease (increase) in:
     Receivables                      20           (394)
     Inventories                    (107)          (304)
     Other current assets         (1,462)        (1,471)
     Other assets                      4            (2)
   Increase (decrease) in:
     Accounts payable              (309)        (5,494)
     Income taxes payable          4,539          3,949
     Accrued liabilities           3,838          2,440
     Deferred income taxes           177            179

Net cash provided by operating
 activities                       58,245         50,840

Cash flows from investing
 activities:
 Proceeds from sale of property
 and equipment                     2,300          4,882
 Capital expenditures            (30,249)       (37,418)

Net cash used in investing
 activities                      (27,949)       (32,536)

Cash flows from financing 
activities:
   Net proceeds from (repayment of)
   notes  payable                 38,100         (4,300)
 Proceeds from issuance of
  common stock                     2,485          1,220
 Purchases of common stock       (70,593)       (15,449)

Net cash used in financing
 activities                      (30,008)       (18,529)

Increase (decrease) in cash
   and cash equivalents              288           (225)

Cash and cash equivalents
 -  beginning  of  period            289            746

Cash and cash equivalents
  -  end  of  period         $       577            521

</TABLE>
See accompanying notes to consolidated financial statements.


                RYAN'S FAMILY STEAK HOUSES, INC.
                                
         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                
                         (In thousands)
                                
        I.  For the Nine Months ended September 30, 1998
                           (Unaudited)

                            $1 Par Value Additional
                                 Common   Paid-In   Retained
                                 Stock    Capital   Earnings   Total
<TABLE>
                           
<S>                            <C>          <C>    <C>       <C>
Balances at December 31, 1997  $    46,978    457  269,626   317,061
  Net earnings                        -         -   31,262    31,262
  Issuance of common stock
   under Stock Option Plans            308   2,177    -        2,485

  Purchases of common stock         (7,235) (2,634) (60,724) (70,593)

Balances at September 30, 1998  $   40,051      -   240,164  280,215
</TABLE>



         II.  For the Nine Months ended October 1, 1997
                           (Unaudited)

                            $1 Par Value  Additional
                                  Common   Paid-In    Retained
                                   Stock    Capital   Earnings   Total
<TABLE>
<S>                           <C>         <C>         <C>       <C>
Balances at January 1, 1997   $    49,031    121      244,824   293,976

  Net earnings                       -         -       31,154    31,154
  Issuance of common stock
   under Stock Option Plans           210   1,010       -         1,220

  Purchases of common stock        (2,015) (1,016)   (12,418)   (15,449)

Balances at October 1, 1997   $    47,226     115    263,560    310,901
</TABLE>

See accompanying notes to consolidated financial statements.

                RYAN'S FAMILY STEAK HOUSES, INC.
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                       September 30, 1998
                           (Unaudited)
                                
Note 1.  Description of Business
Ryan's  Family  Steak Houses, Inc. operates a single-concept
restaurant  chain  consisting of 277  Company-owned  and  26
franchised  restaurants located principally in the  southern
and  midwestern  United States.  The Company,  organized  in
1977,  completed its initial public offering in  1982.   The
Company  does  not  operate or franchise  any  international
units and has no individually significant customers.

Note 2.  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 September 30, 1998 are not
necessarily  indicative of the results that may be  expected
for  the  fiscal year ending December 30, 1998.  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 December 31, 1997.

Note 3.  New Accounting Pronouncement

In  April  1998, the American Institute of Certified  Public
Accountants  issued  Statement  of  Position  ("SOP")  98-5,
"Reporting  on the Cost of Start-up Activities."   This  SOP
requires  that the costs of start-up activities, or one-time
activities that relate to the opening of a new facility,  be
expensed  as  incurred  instead of being  capitalized.   The
Company incurs such costs when opening a new restaurant  and
currently  amortizes these pre-opening costs over the  first
52  weeks  of a restaurant's operations.  This SOP  must  be
implemented by no later than the first quarter  of  1999  at
which  time  the  write-off of any  unamortized  pre-opening
costs  will be reported as the cumulative effect of a change
in  accounting principle.  Management estimates  that,  when
implemented, the related write-off will impact the Company's
financial results by approximately one cent per share.

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

Quarter ended September 30, 1998 versus October 1, 1997

Restaurant sales during the third quarter of 1998  increased
by  6.4%  over  the comparable quarter of 1997.   The  sales
growth  resulted from the 3.4% unit growth of  Company-owned
restaurants, which totaled 277 at September 30, 1998 and 268
at  October  1, 1997, and from a 2.8% increase in same-store
sales.   The  Company  calculates  same-store  sales   using
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.  The third  quarter's  same-store
sales  increase  compares favorably with the  2.0%  decrease
experienced during the third quarter of 1997.

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 85.0% during the third quarter of 1998 compared
to  85.1%  in  1997.  Food and beverage costs  decreased  to
38.7%  of  sales in 1998 from 39.5% in 1997 due to  improved
store-level  controls  and lower beef,  produce  and  coffee
prices.  Payroll and benefits increased to 29.3% of sales in
1998  compared to 28.4% of sales in 1997 due principally  to
higher  compensation  costs  of both  store  management  and
hourly  personnel as well as from increased health insurance
claims   costs.    All  other  operating  costs,   including
depreciation and amortization charges, remained at 17.1%  of
sales  in  1998  and  1997.  Based  on  these  factors,  the
Company's operating margin at the restaurant level increased
to 15.0% of sales in the third quarter of 1998 from 14.9% in
1997.

General  and administrative expenses increased  to  4.6%  of
sales   in   1998  compared  to  4.5%  in  1997,   resulting
principally  from higher media advertising  costs  in  1998.
Annual   advertising  costs  for  1998   are   expected   to
approximate  1997's  level of 0.3%  of  sales.   The  actual
extent  of  the  Company's advertising  program  during  the
remainder  of 1998 depends on a number of factors, including
sales  trends  at restaurants receiving media  support,  the
Company's overall financial results and the availability  of
reasonably priced media.

Interest  expense for the third quarters of  1998  and  1997
amounted  to 1.1% and 0.9% of sales, respectively.   Due  to
the  Company's stock repurchase program (see "Liquidity  and
Capital  Resources"), total debt increased to $159.4 million
at September 30, 1998 compared to $121.3 million at December
31,  1997.   The  effective average interest rate  was  6.1%
during the third quarter of 1998 compared to 6.2% in 1997.

Franchise revenues for the third quarters of both  1998  and
1997  amounted  to 0.2% of sales.  There were 26  franchised
Ryan's  at  September 30, 1998 compared to 25 at October  1,
1997.   In March 1998, the Company's sole franchisee, Family
Steak Houses of Florida, Inc. ("Family"), announced that  it
had  retained  an  investment banker  to  assist  Family  in
identifying and evaluating strategic alternatives to enhance
shareholder value.  These alternatives could include a  sale
of  assets,  which  could result in the termination  of  the
Company's  franchise agreement with Family and  the  related
royalty  and license fees.  The Company does not  intend  to
pursue  new franchisees.  Accordingly, the continued receipt
by  the  Company  of revenues from Family depends  upon  the
resolution of Family's strategic review of its business.

Other income increased to 0.3% of sales in 1998 from 0.2% in
1997  due  primarily  to  a gain on the  sale  of  warehouse
property.

Effective income tax rates of 36.1% and 36.7% were used  for
the  third  quarters  of 1998 and 1997,  respectively.   The
lower rate in 1998 resulted from the benefit of various tax-
planning strategies implemented in prior years.

Net earnings for the third quarter of 1998 amounted to $10.1
million in 1998 compared to $9.5 million in 1997. Due  to  a
13%  reduction in weighted-average diluted shares  resulting
from  the Company's stock repurchase program (see "Liquidity
and   Capital  Resources"),  earnings  per  share  (diluted)
increased  20% to 24 cents in 1998 compared to 20  cents  in
1997.

Nine months ended September 30, 1998 versus October 1, 1997

For  the  nine  months ended September 30, 1998,  restaurant
sales  increased by 5.9% over the comparable period of  1997
due to 4.4% average unit growth of Company-owned restaurants
and a 1.7% increase in same-store sales.

Nine-month  costs and expenses as detailed above were  84.8%
and  84.2% of sales for 1998 and 1997, respectively.  During
the  first nine months of 1998, costs and expenses were most
affected by increased payroll and benefits costs (up 1.1% of
sales)  due  to the same factors described in the  quarterly
discussion.   Decreases  in  food  and  beverage  costs  and
depreciation   and   amortization  charges   provided   some
offsetting   savings   (down  0.3%  and   0.2%   of   sales,
respectively).   Based  on  these  factors,  the   Company's
operating margin at the restaurant level decreased to  15.2%
of sales for the first nine months of 1998 compared to 15.8%
in 1997.

General and administrative and interest expenses as well  as
franchise revenues were essentially constant as a percent of
sales for the first nine months of 1998 when compared to the
same period in 1997, both individually and in the aggregate.

Effective income tax rates of 36.1% and 36.7% were used  for
the  first nine months of 1998 and 1997, respectively.   The
lower rate in 1998 resulted from the benefit of various tax-
planning strategies implemented in prior years.

Net  earnings for the first nine months of 1998 amounted  to
$31.3 million compared to $31.2 million in 1997.  Due  to  a
9%  reduction  in weighted-average diluted shares  resulting
from  the Company's stock repurchase program (see "Liquidity
and   Capital  Resources"),  earnings  per  share  (diluted)
increased  10% to 71 cents in 1998 compared to 65  cents  in
1997.


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  September 30, 1998, the Company's working capital was  a
$104.0  million deficit compared to a $52.8 million  deficit
at  December 31, 1997.  Included in these amounts are  notes
payable of $66.4 million and $28.3 million at September  30,
1998  and December 31, 1997, respectively, under bank  lines
of  credit  (see fourth succeeding paragraph).  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 $58.2 million  for
the  nine months ended September 30, 1998 and $64.6  million
for the year ended December 31, 1997.

Total capital expenditures for the first nine months of 1998
amounted to $30.2 million.  The Company opened 9 new  Ryan's
restaurants during the first nine months of 1998  and  plans
to open 2 additional Ryan's during the remainder of the year
for  a  total  of  11  new restaurants.   The  Company  also
relocated 2 restaurants during the first nine months of 1998
and plans to relocate 2 additional restaurants in the fourth
quarter  for  a  total  of  4  relocations  for  the   year.
Management  defines  a  relocation as  a  restaurant  opened
within  18  months after closing another restaurant  in  the
same marketing area.  A relocation represents a redeployment
of  assets within a market.  Total capital expenditures  for
1998  are  estimated at $50 million.  Expansion of  Company-
owned  restaurants  will occur in states  either  within  or
contiguous to the Company's current 22-state operating area.
The  Company  is  currently  concentrating  its  efforts  on
Company-owned  units  and  is  not  actively  pursuing   any
additional   franchised  locations,   either   domestic   or
international.

The  Company's  current operating strategies are  consistent
with  its  Focus 2000 plan, which was announced in  November
1996.  The key elements of the plan are as follows:
   
   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   March  1996,  management  announced  its  intention  to
repurchase an aggregate 6.4 million shares of the  Company's
common  stock  through December 1998.  Later, in  connection
with  the November 1996 announcement of the Focus 2000 plan,
the  repurchase  authorization was raised  to  10.0  million
shares.   On April 15, 1998, the Company announced that  its
Board  of  Directors  had authorized the  repurchase  of  an
additional  ten  million shares through December  31,  2000.
Accordingly,  the current stock repurchase authorization  is
set  at 20 million shares.  During the first nine months  of
1998, approximately 7.2 million shares had been purchased at
an  aggregate  cost of $70.2 million.  Cumulative  purchases
from  March  1996  through September 30,  1998  amounted  to
approximately  14.1 million shares, or 26% of  total  shares
available at the beginning of the repurchase program, at  an
aggregate  cost  of $126.5 million.  Management  intends  to
proceed with the repurchase program during 1998, subject  to
the  continued availability of capital and the other factors
described in "Forward-Looking Information".  Repurchases may
be made from time to time in the open market or in privately
negotiated   transactions  in  accordance  with   applicable
securities  regulations,  depending  on  market  conditions,
share price and other factors.

The  extent  of the Company's external funding  requirements
for  1998 will depend significantly upon the level of  stock
repurchase  transactions during the remainder of  the  year.
If  no  further  stock is repurchased, management  currently
estimates  that its additional external funding requirements
will  be  minimal.  Based on current target debt  levels,  a
maximum repurchase scenario would require approximately  $11
million  of  additional  borrowings during  the  last  three
months  of 1998.  All other funding needs, including capital
expenditures, 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  $115
million  at various short-term rates of which $66.4  million
was utilized at September 30, 1998.

The  term  loan agreement contains, 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.  In October  1998,
an  amendment  to  the  term loan  agreement  increased  the
maximum permitted debt-to-total capitalization ratio to  45%
and  set  a  fixed  minimum net worth  requirement  of  $255
million.   At  September 30, 1998, the Company exceeded  the
agreement's most restrictive minimum net worth covenant  (as
amended) by approximately $25.2 million.

Management  believes that its current capital  structure  is
sufficient   to   meet   the   Company's   1998    financing
requirements.   Based  upon current  stock  repurchase  plan
objectives,  the  financial  covenants  in  the  term   loan
agreement  should  not  conflict with estimated  financial
results through 2000.  However, additional credit facilities
will  be  necessary.  Accordingly, discussions are  underway
with  various  financing sources to  review  various  credit
options.

IMPACT OF INFLATION

The  Company's  operating  costs that  may  be  affected  by
inflation  consist principally of food, payroll and  utility
costs.   A  number of the Company's restaurant team  members
are  paid  at the minimum wage and, accordingly,  legislated
changes  to  the  minimum wage affect the Company's  payroll
costs.   In  September 1997, previously enacted  legislation
increased  the Federal minimum wage from $4.75 per  hour  to
$5.15.    The  $2.13  rate  for  servers  was  not  changed.
Although  no additional increases have been legislated,  the
possibility  is  mentioned frequently in  various  political
discussions.

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.  Menu price increases have averaged 3.0% for  the
twelve-month period ended September 30, 1998.

YEAR 2000 CONVERSION

The   Company  recognizes  the  need  to  ensure  that   its
operations  will  not  be  adversely  impacted  by  software
failures associated with programming incompatibilities  with
the  year  2000  ("Y2K").  In 1997, the  Company  identified
which  systems were not Y2K-compliant and began  researching
conversion   and  replacement  options.   The  current   Y2K
conversion    plan   provides   for   system   replacements,
enhancements and upgrades to be completed by late-1999.  The
total  cost  of the project is estimated to not exceed  $1.0
million  and  will be funded through operating  cash  flows.
Costs   associated   with  the  Y2K  plan   that   represent
significant  functional or technology improvements  will  be
capitalized.   Other  costs  related  principally   to   Y2K
compatibility will be charged to expense as incurred.

The  Company's Information Technology department is  leading
the  Company's Y2K efforts.  Reports on the Y2K  remediation
efforts  are  made  periodically  to  the  Company's  senior
management   and  quarterly  to  the  Company's   Board   of
Directors.  At September 30, 1998, conversion of the general
ledger,  accounts payable, payroll and benefits systems  was
in  process.   Current plans call for these  systems  to  be
functional and fully on-line by December 1998.  Although all
critical  systems  have  already  been  reviewed  for   Y2K-
compliance,   the   Company  is   currently   undergoing   a
supplemental  third-party review of its hardware,  operating
systems and applications (collectively referred to hereafter
as  "Computer  Systems") that will determine the  extent  to
which  Computer  Systems are Y2K-compliant.  This  fieldwork
phase  of this review, which includes both corporate  office
and  store-level Computer Systems, has been completed.   The
report  is  currently under study, and  an  action  plan  to
address  the  deficiencies noted therein is expected  to  be
completed  by the end of 1998.  Upgrades to critical  store-
level systems are scheduled to be completed during the first
and  second  quarters  of 1999, and the Company's  principal
food  supplier has asserted that its systems will  be  fully
Y2K-compliant by the end of 1998.

FORWARD-LOOKING INFORMATION

Statements  in  this  discussion as  to  anticipated  future
performance    and    results   constitute   forward-looking
statements that involve risks and uncertainties, and  actual
results could differ materially from these expectations.  In
addition  to those discussed herein, the factors that  could
cause  the  actual  results to differ materially  from  such
expectations include, but are not limited to, the following:
general   economic  conditions;  competitive  factors;   the
Company's  ability to open new restaurants  or  sell  closed
restaurants;  food and labor supply costs; weather  factors;
interest rate changes; changes in the Company's common stock
price; and the risks and factors described from time to time
in  the  Company's  reports filed with  the  Securities  and
Exchange  Commission, including the Company's annual  report
on  Form 10-K for the fiscal year ending December 31,  1997.
The  Company's ability to open new restaurants depends on  a
number  of  factors, including its ability to find  suitable
locations  and  negotiate acceptable  land  acquisition  and
construction  contracts, its ability to attract  and  retain
sufficient numbers of restaurant managers and team  members,
and  the  availability of reasonably  priced  capital.   The
extent of the Company's stock repurchase program during 1998
and future years depends on the financial performance of the
Company's restaurants, the investment required to  open  new
restaurants,  share  price, the availability  of  reasonably
priced  capital,  the financial covenants contained  in  the
Term   Loan  agreement,  and  the  maximum  debt  and  stock
repurchase  levels  authorized by  the  Company's  Board  of
Directors.  Factors that could result in the Company not being
Y2K-compliant by January 1, 2000 include, but are not limited
to, the following:  failure to detect Y2K system or programming
incompatibilities in existing systems or software; other pro
gramming incompatibilities related to purchased or internally-
developed software;  non-delivery of Y2K-compliant solutions from
developers of purchased software; and the inability to engage
or retain adequate personnel, either internal or external, to
correct Y2K system and programming issues.


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  July  13, 1998, the Company filed a report  on
           Form  8-K  regarding sales information  for  June
           1998.
          On  August  10, 1998, the Company filed  a  report
           on  Form 8-K regarding sales information for July
           1998.
          On  September 8, 1998, the Company filed a  report
           on  Form  8-K  regarding  sales  information  for
           August 1998.
          On  October  5, 1998, the Company filed  a  report
           on  Form  8-K  regarding  sales  information  for
           September 1998.
          On  November 12, 1998, the Company filed a  report
           on  Form  8-K  regarding  sales  information  for
           October 1998.
       
       
     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, 1998        /s/Charles D. Way
                         Charles D. Way
                         Chairman, President and Chief
Executive Officer




November 15, 1998        /s/Fred T. Grant, Jr.
                         Fred T. Grant, Jr.
                         Vice President-Finance and
                         Treasurer




November 15, 1998        /s/Richard D. Sieradzki
                         Richard D. Sieradzki
                         Controller




<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-30-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                             577
<SECURITIES>                                         0
<RECEIVABLES>                                    2,957
<ALLOWANCES>                                       221
<INVENTORY>                                      4,401
<CURRENT-ASSETS>                                12,803
<PP&E>                                         645,795
<DEPRECIATION>                                 156,468
<TOTAL-ASSETS>                                 505,053
<CURRENT-LIABILITIES>                          116,833
<BONDS>                                         87,187
                                0
                                          0
<COMMON>                                        40,051
<OTHER-SE>                                     240,164
<TOTAL-LIABILITY-AND-EQUITY>                   505,053
<SALES>                                        483,122
<TOTAL-REVENUES>                               485,514
<CGS>                                          330,572
<TOTAL-COSTS>                                  431,711
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               4,879
<INCOME-PRETAX>                                 48,924
<INCOME-TAX>                                    17,662
<INCOME-CONTINUING>                             31,262
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    31,262
<EPS-PRIMARY>                                     0.72
<EPS-DILUTED>                                     0.71
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission