RYANS FAMILY STEAKHOUSES INC
10-Q, 1999-08-16
EATING PLACES
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                               15




                            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 June 30, 1999

                   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 June 30, 1999:

       37,091,000 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
                                June 30,       July 1,
                                  1999           1998


<S>                            <C>            <C>
Restaurant sales               $ 174,248        167,496

Operating expenses:
 Food and beverage                66,779         65,203
 Payroll and benefits             50,621         48,296
 Depreciation                      6,553          6,288
 Other operating expenses         21,117         20,398
   Total operating expenses      145,070        140,185

General and administrative
   expenses                       10,207          7,626
Interest expense                   1,854          1,584
Revenues from franchised
   restaurants                      (312)          (294)
Other income, net                   (325)          (333)
Earnings before income taxes      17,754         18,728
Income taxes                       6,497          6,761

   Net earnings                $  11,257         11,967

Net earnings per common share:
 Basic                         $     .30            .28
 Diluted                             .29            .27

Weighted-average shares:
 Basic                            37,555         43,400
 Diluted                          38,286         44,087
</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)

                                      Six Months Ended
                                June 30,       July 1,
                                  1999           1998

<S>                           <C>             <C>
Restaurant sales              $ 333,827        320,682

Operating expenses:
 Food and beverage              128,519        126,495
 Payroll and benefits            97,907         93,711
 Depreciation                    12,907         12,430
 Other operating expenses        40,921         39,144
   Total operating expenses     280,254        271,780

General and administrative
   expenses                      17,763         14,349
Interest expense                  3,619          3,037
Revenues from franchised
   restaurants                     (603)          (572)
Other income, net                (1,087)        (1,008)
Earnings before income taxes     33,881         33,096
Income taxes                     12,403         11,947

   Net earnings               $  21,478         21,149

Net earnings per common
   share:
 Basic                        $     .56            .48
 Diluted                            .55            .47

Weighted-average shares:
 Basic                           38,324         44,522
 Diluted                         39,100         45,001
</TABLE>

See accompanying notes to consolidated financial statements.
<TABLE>
                RYAN'S FAMILY STEAK HOUSES, INC.

                   CONSOLIDATED BALANCE SHEETS
                         (In thousands)

                                June 30,    December 30,
                                  1999           1998
ASSETS                         (Unaudited)
Current assets:
<S>                           <C>              <C>
Cash and cash equivalents     $      568          1,502
 Receivables                       3,298          2,675
 Inventories                       4,696          4,327
 Deferred income taxes             4,311          4,311
 Other current assets                939            546
   Total current assets           13,812         13,361

Property and equipment:
 Land and improvements           116,312        114,307
 Buildings                       323,594        311,809
 Equipment                       200,402        193,014
 Construction in progress         35,812         35,742
                                 676,120        654,872
 Less accumulated
   depreciation                  174,376        162,018
   Net property and
    equipment                    501,744        492,854
Other assets                       3,124          3,178
                               $ 518,680        509,393

LIABILITIES AND
   SHAREHOLDERS' EQUITY
 Current liabilities:
 Notes payable                    77,100         72,400
 Current portion of
   long-term debt                 23,252         11,626
 Accounts payable                 14,140          6,811
 Income taxes payable              2,034          3,759
 Accrued liabilities              33,763         30,431
   Total current liabilities     150,289        125,027

Long-term debt                    69,748         81,374
Deferred income taxes             22,744         22,620
   Total liabilities             242,781        229,021

Shareholders' equity:
 Common stock of $1.00
   par value; authorized
   100,000,000 shares;
   issued 37,091,000 shares
   in 1999 and 39,158,000
   shares in 1998                 37,091         39,158
 Additional paid-in capital         -             1,274
 Retained earnings               238,808        239,940
   Total shareholders'
   equity                        275,899        280,372
Commitments
                               $ 518,680        509,393
</TABLE>
See accompanying notes to consolidated financial statements.
<TABLE>
                RYAN'S FAMILY STEAK HOUSES, INC.

              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)

                         (In thousands)

                                  Six Months Ended
                                June 30,       July 1,
                                  1999           1998
Cash flows from operating
   activities:
<S>                            <C>             <C>
 Net earnings                  $  21,478         21,149
 Adjustments to reconcile net
   earnings to net cash
   provided by operating
   activities: Depreciation
   and amortization               13,721         13,856
    Gain on sale of property
    and equipment                    (94)          (125)
   Decrease (increase) in:
     Receivables                    (623)           (90)
     Inventories                    (369)           (20)
     Prepaid expenses               (393)        (1,283)
     Other assets                     50             41
   Increase (decrease) in:
     Accounts payable              7,329          1,571
     Income taxes payable         (1,725)         1,191
     Accrued liabilities           3,332          3,865
     Deferred income taxes           124            119

Net cash provided by operating
  activities                      42,830         40,274

Cash flows from investing
  activities:
 Proceeds from sale of property
   and equipment                   3,692           362
 Capital expenditures            (26,205)      (20,711)

Net cash used in investing
  activities                     (22,513)      (20,349)

Cash flows from financing
   activities:
   Net proceeds from notes
   payable                         4,700        29,400
 Proceeds from issuance of
   common stock                    1,870         1,534
 Purchases of common stock       (27,821)      (50,615)

Net cash used in financing
  activities                     (21,251)      (19,681)

Increase (decrease) in cash
   and cash equivalents             (934)          244

Cash and cash equivalents -
  beginning of period              1,502           289

Cash and cash equivalents -
  end of period                $     568           533
</TABLE>

See accompanying notes to consolidated financial statements.

                RYAN'S FAMILY STEAK HOUSES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          June 30, 1999
                           (Unaudited)

Note 1.  Description of Business
Ryan's  Family  Steak Houses, Inc. operates a single-concept
restaurant  chain  consisting of 283  Company-owned  and  24
franchised  restaurants located principally in the  southern
and  midwestern  United States.  The Company,  organized  in
1977, opened its first restaurant in 1978 and 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  six months ended June 30,  1999  are  not
necessarily  indicative of the results that may be  expected
for  the  fiscal year ending December 29, 1999.  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 30, 1998.

Note 3.  New Accounting Pronouncement and Reclassification

At  December 30, 1998, the Company adopted the provisions of
the  American  Institute  of Certified  Public  Accountants'
Statement of Position ("SOP") 98-5, "Reporting on the  Costs
of  Start-Up  Activities".   SOP 98-5  requires  pre-opening
costs   to  be  expensed  as  incurred.   Accordingly,   all
unamortized   pre-opening  costs  at  December   30,   1998,
amounting to $790,000, were charged to 1998 depreciation and
amortization.  For the quarter and six months ended June 30,
1999, all pre-opening costs are included in "other operating
expenses"  and the prior year's amortization of  pre-opening
costs was reclassified accordingly.
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

Quarter ended June 30, 1999 versus July 1, 1998

Restaurant sales during the second quarter of 1999 increased
by  4.0%  over  the comparable quarter of 1998.   The  sales
growth  resulted from the 1.6% unit growth of  Company-owned
restaurants, which totaled 283 at June 30, 1999 and  278  at
July  1, 1998, and from a 1.6% 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 second quarter's sales results  represent
the sixth consecutive quarter of higher same-store sales and
compare   well  with  the  1.8%  same-store  sales  increase
experienced during the second quarter of 1998.

Total   costs  and  expenses  of  Company-owned  restaurants
include  food  and  beverage,  payroll,  payroll  taxes  and
employee   benefits,  depreciation,  repairs,   maintenance,
utilities, supplies, advertising, insurance, property  taxes
and  licenses.  Such costs, as a percentage of  sales,  were
83.3% during the second quarter of 1999 compared to 83.7% in
1998.   Food and beverage costs decreased to 38.3% of  sales
in  1999 from 38.9% of sales in 1998 due to improved  store-
level  controls  and  lower dairy, beef and  poultry  costs.
Payroll  and  benefits increased to 29.1% of sales  in  1999
from  28.8%  of  sales  in 1998 due  principally  to  higher
compensation  costs  of  both store  management  and  hourly
personnel.     All   other   operating   costs,    including
depreciation, decreased to 15.9% of sales in 1999 from 16.0%
of  sales in 1998 due principally to decreased store closing
charges  related  to  current year  store  relocations  (see
"Liquidity and Capital Resources").  Based on these factors,
the  Company's  operating  margin at  the  restaurant  level
increased  to 16.7% of sales in the second quarter  of  1999
from 16.3% of sales in 1998.

General  and administrative expenses increased  to  5.9%  of
sales  in  1999 compared to 4.6% of sales in 1998, resulting
principally  from higher media advertising and  performance-
based  compensation costs.  The Company's plans  included  a
heavy  concentration of media advertising during the  second
quarter  of  1999,  and  accordingly, substantially  all  of
1999's media advertising budget of $2.4 million was incurred
during  the  quarter.  Such costs amounted to  $2.3  million
(1.3%  of  sales),  an increase of 0.9% of  sales  from  the
second quarter of 1998.

Interest  expense for the second quarters of 1999  and  1998
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 $19.4 million from
the  second  quarter of 1998 to $170.1 million at  June  30,
1999.   The effective average interest rate was 5.5%  during
the second quarter of 1999 compared to 6.1% in 1998.

Franchise revenues for the second quarters of both 1999  and
1998  amounted  to 0.2% of sales.  There were 24  franchised
Ryan's at June 30, 1999 compared to 26 at July 1, 1998.  The
Company's  sole franchisee, Family Steak Houses of  Florida,
Inc.  ("Family"),  is  required  by  its  current  franchise
agreement  with the Company to operate 27 Ryan's restaurants
at  December  31,  1999,  and,  based  on  discussions  with
Family's management, it is anticipated that this requirement
will  not be met.  Negotiations are currently underway  with
Family to develop a revised opening schedule.

Effective income tax rates of 36.6% and 36.1% were used  for
the  second  quarters of 1999 and 1998,  respectively.   The
higher  rate  in 1999 resulted from receiving  less  benefit
from  various tax-planning strategies implemented  in  prior
years.

Net  earnings  for  the second quarter of 1999  amounted  to
$11.3  million  in 1999 compared to $12.0 million  in  1998.
Due  to a 13% reduction in weighted-average shares (diluted)
resulting  from the Company's stock repurchase program  (see
"Liquidity  and  Capital  Resources"),  earnings  per  share
(diluted) increased 7.4% to 29 cents in 1999 compared to  27
cents in 1998.

Six months ended June 30, 1999 versus July 1, 1998

For  the  six  months ended June 30, 1999, restaurant  sales
were  up  4.1% compared to the same period in 1998.  Average
unit  growth  for  the six months was 2.2%,  and  same-store
sales  increased  1.6%  for the first  six  months  of  1999
compared to a 1.2% increase in 1998.

Six-month  costs and expenses as described in the second
quarter's discussion  were  84.0% and  84.8% of sales for
1999 and 1998, respectively.  During the  first six months
of 1999, costs and expenses were  most affected  by  lower
food and beverage costs  (down  0.9%  of sales) resulting
from lower beef, pork  and  soup  prices.  Payroll  and
benefits and other operating expense categories each
increased 0.1% of sales.  Based on these factors,  the
Company's operating margin at the restaurant level increased
to  16.0% for the first six months of 1999 compared to 15.2%
in 1998.

General  and administrative expenses increased 0.8% for  the
first  six months of 1999 resulting principally from  higher
media  advertising and performance-based compensation  costs
as  noted in the second quarter discussion.  Additional debt
resulting  from the Company's stock repurchase program  (see
"Liquidity  and Capital Resources") caused interest  expense
to increase by 0.1% of sales over the prior year.

Effective income tax rates of 36.6% and 36.1% were used  for
the  first  six months of 1999 and 1998, respectively.   The
higher  rate in 1999 resulted from the decreased benefit  of
various tax-planning strategies implemented in prior years.

Net  earnings for the first six months of 1999  amounted  to
$21.5 million compared to $21.1 million in 1998.  Due  to  a
13% reduction in weighted-average shares (diluted) resulting
from  the Company's stock repurchase program (see "Liquidity
and   Capital  Resources"),  earnings  per  share  (diluted)
increased  17% to 55 cents in 1999 compared to 47  cents  in
1998.


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 June 30, 1999, the Company's working capital was a $136.5
million  deficit  compared to a $111.7  million  deficit  at
December  30,  1998.  Included in these  amounts  are  notes
payable  under  bank lines of credit (see  third  succeeding
paragraph) and current portions of long-term debt,  totaling
$100.4  million  and  $84.0 million at  June  30,  1999  and
December  30,  1998,  respectively.  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 $42.8 million for  the  first
six  months  of  1999 and $73.0 million for the  year  ended
December 30, 1998.

Total capital expenditures for the first six months of  1999
amounted  to  $26.2 million.  The Company opened  seven  and
closed  four Ryan's restaurants during the first six  months
of  1999.   These  numbers  include  two  openings  and  two
closings   related  to  relocated  restaurants.   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.  For all of 1999, the Company plans to open a  total
of  eighteen  Ryan's,  which will include  six  relocations.
Total  capital  expenditures for 1999 are estimated  at  $55
million.  Expansion of Company-owned restaurants will  occur
in  states  within 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 began a stock repurchase program in March  1996
and  is  currently authorized to repurchase a total of  20.0
million   shares  of  the  Company's  common  stock  through
December 2000.  Repurchases may 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.
Through June 30, 1999, approximately 17.5 million shares, or
33%  of  total  shares  available at the  beginning  of  the
repurchase program, had been purchased at an aggregate  cost
of  $164.6  million.  From July 1, 1999 through  August  13,
1999,  another 936,000 shares were purchased at an aggregate
cost  of $10.1 million.  Management intends to proceed  with
the  repurchase program during 1999 and 2000, subject to the
continued  availability of capital  and  the  other  factors
described below in "Forward-Looking Information".

The  extent  of the Company's external funding  requirements
for  1999  is  dependent upon the level of stock  repurchase
transactions during the year.  Based on current target  debt
levels,   a   maximum  repurchase  scenario  would   require
approximately  $18  million of additional borrowings  during
the  remainder of 1999.  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
$77.1 million was utilized at June 30, 1999.

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  June  30,  1999,  the  Company  exceeded  the
agreement's  most restrictive minimum net worth covenant  by
approximately $20.9 million.

Under  the  current borrowing agreements, no interest  rates
have  been  fixed  and generally change in response  to  the
London  Interbank Offered Rate ("LIBOR").  In October  1997,
the  Company  entered into an interest rate  swap  agreement
with a major regional bank as the issuing counterparty under
which  the  Company pays to (receives from) the counterparty
an  amount  by which the three-month LIBOR is less (greater)
than  5.54%.   This transaction, which effectively  converts
$25,000,000  of  the  floating-rate  debt  to  a  fixed-rate
obligation, runs through October 2000 and can be  terminated
by  the bank at any time.  At June 30, 1999, the fair  value
of  the agreement was $103,000 unfavorable to the Company as
LIBOR at that date was less than 5.54%.

Management  believes that its current capital  structure  is
sufficient   to   meet  its  1999  requirements.    However,
additional credit facilities are expected to be necessary to
meet  future repurchase objectives in years 2000 and beyond.
Accordingly, discussions are underway with various financing
sources  to review various credit options.  Also, management
intends to continue monitoring the interest rate environment
and may enter into future interest rate hedging transactions
if deemed advantageous.


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.   Although  no  minimum  wage  increases  have   been
legislated,  the  possibility  is  mentioned  frequently  in
various  political  discussions.  The Company  is  typically
able  to  increase  its menu prices to  cover  most  of  the
payroll rate increases.

The Company considers its current price structure to be very
competitive.   The  Company  considers  this  factor,  among
others,  when  passing increased costs on to its  customers.
Annual menu price increases have consistently ranged from 2%
to 4%.


YEAR 2000

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
those   systems  that  were  not  Y2K-compliant  and   began
researching  conversion  and replacement  options.   Further
investigation,  including a review by an outside  consultant
of  the  operating  environment  related  to  the  Company's
principal financial applications, continued throughout  much
of  1998.   The  current Y2K conversion  plan  provides  for
system  replacements,  enhancements  and  upgrades   to   be
completed by September 1999.  Costs associated with the  Y2K
plan  that  represent significant functional  or  technology
improvements   are   capitalized.    Other   costs   related
principally to Y2K compatibility are charged to  expense  as
incurred.  The total cost of the Y2K remediation project  is
estimated at $740,000, consisting of approximately  $200,000
of  capital  and $540,000 of expense costs.  All funding  is
expected  to  come from operating cash flows.  At  June  30,
1999,  approximately  $58,000 of  capital  and  $120,000  of
expense had been spent on the project.

The  Company's Information Technology department is  leading
the  Company's  Y2K  efforts.  Reports  on  Y2K  remediation
efforts  are  made  periodically  to  the  Company's  senior
management   and  quarterly  to  the  Company's   Board   of
Directors.   At December 30, 1998, conversion of  all  major
corporate office financial systems (general ledger, accounts
payable,  payroll and benefits) was complete.   Upgrades  to
critical store-level systems are expected to be completed by
the  end of the third quarter of 1999, and remediation steps
for  the  corporate office's personal computers are expected
to  be  completed by the end of the third quarter.  In  July
1999,  a  multi-functional team tested the Y2K-readiness  of
the  Company's  current software and hardware  solutions  by
performing critical store operations and corporate financial
functions with systems set with a year 2000 date.  The  test
was very successful with only minor (and correctable) issues
identified.

As  part  of  its  Y2K planning, the Company has  identified
vendors whose goods and services are believed to be critical
to  the  Company's ability to operate its restaurants.   The
Company's  principal  food  distributor  has  informed   the
Company  that all of its systems related to the  procurement
and  delivery  of food and other products to  the  Company's
restaurants  were fully Y2K-compliant at the  end  of  1998.
The  Company's credit card processor has also  informed  the
Company  that  its  systems  are  now  fully  Y2K-compliant.
Furthermore, the credit card terminals used in the Company's
restaurants are already processing credit cards  with  post-
1999  expiration dates, and the processor has indicated that
no  additional software modifications to the terminals  will
be  necessary.   Finally,  the Company  sent  questionnaires
during  the first quarter of 1999 to its numerous depository
and  disbursement banks and utility providers  in  order  to
ascertain  their ability to deliver services on  January  1,
2000 and beyond.  Responses to these questionnaires have  so
far been guarded.

The Company's stores depend upon computers for point-of-sale
("POS") transactions, data and purchase order transmissions,
labor  scheduling and payroll processes, and  inventory  and
food cost records.  Other technology-dependent functions  at
the  stores  are not significant.  Management believes  that
its Y2K plans fully address the stores' critical technology-
dependent  functions  and  that remediation  efforts,  where
needed,  will be completed by no later than the end  of  the
third quarter of 1999.  Based on current progress, including
the  successful resolution of previous POS software  issues,
contingency planning in the event of a Y2K software  failure
is  not  considered  necessary.   However,  the  Company  is
developing contingency plans in the event of the failure  of
critical  support  systems, including  banking  and  utility
services,   and  expects  such  plans  to  be  substantially
completed  by  the  end of the third quarter  of  1999.   In
addition, any material disruption in the general economy  as
a  result  of  the  Y2K problem could adversely  affect  the
Company's operations.


NEW ACCOUNTING PRONOUNCEMENT

In  June  1998,  the  Financial Accounting  Standards  Board
issued  Statement of Financial Accounting Standards ("SFAS")
No.  133, "Accounting for Derivative Instruments and Hedging
Activities".  This statement standardizes the accounting for
derivative  instruments,  including  derivative  instruments
embedded  in other contracts.  Under SFAS No. 133,  entities
are  required to carry all derivative instruments as  either
assets  or  liabilities on the balance sheet at fair  value.
The  accounting for changes in the fair value  (i.e.,  gains
and  losses)  of  a  derivative instrument  depends  on  its
intended  use.   The  provisions of SFAS  No.  133  must  be
adopted  by the beginning of 2001.  The Company has not  yet
assessed the impact this standard will have on its financial
condition or results of operations; however, the impact will
ultimately  depend  on  the amount and  type  of  derivative
instruments  held  at  the time of adoption.   As  noted  in
"Liquidity and Capital Resources", the Company was  a  party
to  an  interest rate swap agreement at June 30, 1999.   The
Company does not enter into derivative instrument agreements
for trading or speculative purposes.


FORWARD-LOOKING INFORMATION

In  accordance  with  the safe harbor  provisions  of  the
Private  Securities Litigation Reform  Act  of  1995,  the
Company  cautions that the statements in this  report  and
elsewhere,  which  are forward-looking and  which  provide
other  than  historical  information,  involve  risks  and
uncertainties that may impact the Company's actual results
of  operations.  All statements other than  statements  of
historical  fact  that  address  activities,   events   or
developments that the Company expects or anticipates  will
or  may  occur  in the future, including  such  things  as
deadlines  for  completing  projects,  expected  financial
results,  results  of  Y2K  remediation,  and  other  such
matters   are  forward-looking  information.   The   words
"estimate",  "plans",  "anticipate", "expects",  "intend",
"believe",   and  similar  expressions  are  intended   to
identify  forward-looking statements.  All forward-looking
information reflects the Company's best judgment based  on
current  information.  However, there can be no  assurance
that  other factors will not affect the accuracy  of  such
information.   While it is not possible  to  identify  all
factors,  the  following  could cause  actual  results  to
differ  materially  from  expectations:  general  economic
conditions;  competition; real estate  availability;  food
and  labor  supply  costs;  food and  labor  availability;
weather  fluctuations; interest rate  fluctuations;  stock
market  conditions; and other 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
ended  December 30, 1998.  The ability of the  Company  to
open  new  restaurants depends upon 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  1999  and
future years depends upon 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  share
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 programming incompatibilities related  to
purchased  or internally-developed software; the inability
to verify Y2K compliance by third parties; 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  April  6, 1999, the Company filed a report  on
           Form  8-K  regarding sales information for  March
           1999.
          On  May  10,  1999, the Company filed a report  on
           Form  8-K  regarding sales information for  April
           1999.
          On  June  7,  1999, the Company filed a report  on
           Form  8-K  regarding  sales information  for  May
           1999.
          On  July  6,  1999, the Company filed a report  on
           Form  8-K  regarding sales information  for  June
           1999.
          On  August 9, 1999, the Company filed a report  on
           Form  8-K  regarding sales information  for  July
           1999.

     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)




August 13, 1999          /s/Charles D. Way
                         Charles D. Way
                         Chairman, President and Chief
Executive Officer




August 13, 1999          /s/Fred T. Grant, Jr.
                         Fred T. Grant, Jr.
                         Vice President-Finance and
Treasurer




August 13, 1999           /s/Richard D. Sieradzki
                         Richard D. Sieradzki
                         Controller



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