RYANS FAMILY STEAKHOUSES INC
10-Q, 1999-11-15
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 September 29, 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 September 29, 1999:

       36,167,000 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
                            September 29,  September 30,
                                 1999           1998

<S>                            <C>              <C>
Restaurant sales               $ 170,478        162,440

Operating expenses:
 Food and beverage                64,864         62,798
 Payroll and benefits             50,278         47,568
 Depreciation                      6,707          6,391
 Other operating expenses         22,160         21,358
   Total operating expenses      144,009        138,115

General and administrative expenses7,670          7,467
Interest expense                   2,080          1,842
Revenues from franchised restaurants(285)         (296)
Other income, net                  (343)          (516)
Earnings before income taxes      17,347         15,828
Income taxes                       6,475          5,715

   Net earnings                $  10,872         10,113

Net earnings per common share:
 Basic                         $     .30            .25
 Diluted                             .29            .24

Weighted-average shares:
 Basic                            36,474         40,637
 Diluted                          36,986         41,476
</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
                            September 29,  September 30,
                                 1999           1998

<S>                            <C>              <C>
Restaurant sales               $ 504,305        483,122

Operating expenses:
 Food and beverage               193,383        189,293
 Payroll and benefits            148,185        141,279
 Depreciation                     19,614         18,821
 Other operating expenses         63,081         60,502
   Total operating expenses      424,263        409,895

General and administrative expenses25,433        21,816
Interest expense                   5,699          4,879
Revenues from franchised restaurants(888)         (868)
Other income, net                (1,430)        (1,524)
Earnings before income taxes      51,228         48,924
Income taxes                      18,878         17,662

   Net earnings                $  32,350         31,262

Net earnings per common share:
 Basic                         $     .86            .72
 Diluted                             .84            .71

Weighted-average shares:
 Basic                            37,707         43,227
 Diluted                          38,395         43,826
</TABLE>

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

                   CONSOLIDATED BALANCE SHEETS
                         (In thousands)

                            September 29,   December 30,
                                 1999           1998
ASSETS                         (Unaudited)
Current assets:
 <S>                           <C>              <C>
 Cash and cash equivalents     $     685          1,502
 Receivables                       3,170          2,675
 Inventories                       4,690          4,327
 Deferred income taxes             4,311          4,311
 Other current assets                703            546
   Total current assets           13,559         13,361

Property and equipment:
 Land and improvements           117,967        114,307
 Buildings                       329,327        311,809
 Equipment                       203,816        193,014
 Construction in progress         34,240         35,742
                                685,350        654,872
 Less accumulated depreciation   179,709        162,018
   Net property and equipment    505,641        492,854
Other assets                       3,119          3,178
                              $ 522,319        509,393

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Notes payable                    86,913         72,400
 Current portion of long-term debt23,252         11,626
 Accounts payable                 11,578          6,811
 Income taxes payable              4,195          3,759
 Accrued liabilities              32,847         30,431
   Total current liabilities     158,785        125,027

Long-term debt                    63,936         81,374
Deferred income taxes             22,809         22,620
   Total liabilities             245,530        229,021

Shareholders' equity:
 Common stock of $1.00 par value;
 authorized 100,000,000 shares;
 issued 36,167,000 shares in 1999
 and 39,158,000 shares in 1998    36,167         39,158
 Additional paid-in capital           17          1,274
 Retained earnings               240,605        239,940
   Total shareholders' equity    276,789        280,372
Commitments
                              $ 522,319        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)

                                 Nine Months Ended
                               September 29,September 30,
                                 1999           1998
Cash flows from operating activities:
 <S>                           <C>               <C>
 Net earnings                  $  32,350         31,262
 Adjustments to reconcile net
 earnings to net cash provided
 by operating activities:
   Depreciation and amortization  20,882         20,940
   Gain on sale of property
     and equipment                  (115)          (657)
   Decrease (increase) in:
     Receivables                    (495)            20
     Inventories                    (363)          (107)
     Prepaid expenses               (157)        (1,462)
     Other assets                     53              4
   Increase (decrease) in:
     Accounts payable              4,767           (309)
     Income taxes payable            436          4,539
     Accrued liabilities           2,416          3,838
     Deferred income taxes           189            177

Net cash provided by operating
  activities                      59,963         58,245

Cash flows from investing activities:
 Proceeds from sale of property
   and equipment                   6,642          2,300
 Capital expenditures            (40,190)       (30,249)

Net cash used in investing
   activities                    (33,548)       (27,949)

Cash flows from financing
 activities:
   Net proceeds from notes
     payable                      14,513         38,100
 Repayment of long-term debt      (5,812)            -
 Proceeds from issuance of
   common stock                    1,947          2,485
 Purchases of common stock       (37,880)       (70,593)

Net cash used in financing
 activities                      (27,232)       (30,008)

Increase (decrease) in cash
  and cash equivalents              (817)           288

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

Cash and cash equivalents - end
  of period                    $     685            577
</TABLE>

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

         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                           (Unaudited)

                         (In thousands)

        I.  For the Nine Months ended September 29, 1999

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

<S>                            <C>       <C>     <C>      <C>
Balances at December 30, 1998  $39,158   1,274   239,940  280,372

  Net earnings                  -         -       32,350   32,350
  Issuance of common stock
   under Stock Option Plans        274   1,673      -       1,947
  Purchases of common stock     (3,265) (2,930)  (31,685) (37,880)

Balances at September 29, 1999 $36,167      17   240,605  276,789
</TABLE>

<TABLE>
        II.  For the Nine Months ended September 30, 1998

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

<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>

See accompanying notes to consolidated financial statements.

                RYAN'S FAMILY STEAK HOUSES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       September 29, 1999
                           (Unaudited)

Note 1.  Description of Business

Ryan's  Family  Steak Houses, Inc. operates a single-concept
restaurant  chain  consisting of 285  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 nine months ended September 29, 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  nine  months   ended
September  29, 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 September 29, 1999 versus September 30, 1998

Restaurant sales during the third quarter of 1999  increased
by  5.0%  over  the comparable quarter of 1998.   The  sales
growth  resulted from the 1.7% unit growth of  Company-owned
restaurants, which totaled 285 at September 29, 1999 and 277
at  September  30, 1998, and from a 2.0% 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 sales  results
represent  the seventh consecutive quarter of  higher  same-
store  sales and compare well with the 2.8% same-store sales
increase experienced during the third 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
84.5% during the third quarter of 1999 compared to 85.0%  in
1998.   Food and beverage costs decreased to 38.0% of  sales
in  1999  from  38.7% of sales in 1998 due  to  lower  pork,
poultry and soybean-based product costs, partially offset by
higher beef costs.  Payroll and benefits increased to  29.5%
of sales in 1999 from 29.3% of sales in 1998 due principally
to  higher  store  management and  hourly  personnel  wages,
partially  offset  by  lower medical insurance  costs.   All
other operating costs, including depreciation, decreased  to
16.9%  of  sales  in 1999 from 17.0% of sales  in  1998  due
principally  to decreased store closing charges  related  to
current  year store relocations (see "Liquidity and  Capital
Resources")  and  lower utility costs, partially  offset  by
higher  pre-opening  costs.  Based  on  these  factors,  the
Company's operating margin at the restaurant level increased
to 15.5% of sales in the third quarter of 1999 from 15.0% of
sales in 1998.

General  and administrative expenses decreased  to  4.5%  of
sales in 1999 compared to 4.6% of sales in 1998.  A decrease
in  media  advertising spending was substantially offset  by
higher  training,  information technology  and  performance-
based  compensation costs.  The Company's plans  included  a
heavy  concentration of media advertising during the  second
quarter  of  1999, and there were virtually  no  advertising
expenditures  during the third quarter of 1999  compared  to
media  advertising  amounting to 0.5% of  sales  during  the
third quarter of 1998.

Interest  expense for the third quarters of  1999  and  1998
amounted  to 1.2% and 1.1% of sales, respectively.   Due  to
the  Company's stock repurchase program (see "Liquidity  and
Capital  Resources"),  total  debt  increased  from   $159.4
million from the third quarter of 1998 to $174.1 million  at
September 29, 1999.  The effective average interest rate was
5.9%  during the third quarter of 1999 compared to  6.1%  in
1998.

Franchise revenues for the third quarters of both  1999  and
1998  amounted  to 0.2% of sales.  There were 24  franchised
Ryan's at September 29, 1999 compared to 26 at September 30,
1998.   In  August 1999, the Company amended  the  franchise
agreement  with its sole franchisee, Family Steak Houses  of
Florida,  Inc.  ("Family"), revising the  number  of  Ryan's
restaurants  required  to  be in  operation  by  Family.   A
comparison of the old and new requirements follow:

                  Restaurants in Operation
                       Old       New
  Year-End         RequirementRequirement

     1999               27        21
     2000               28        23
     2001               29        25
     2002               30        27
     2003               31        29
     Subsequent years+1/year   +2/year

Effective income tax rates of 37.3% and 36.1% were used  for
the  third  quarters  of 1999 and 1998,  respectively.   The
higher  rate in 1999 resulted from higher state  income  tax
expense  and  an additive adjustment designed to  bring  the
overall  year-to-date effective rate in line with  projected
year-end requirements.

Net earnings for the third quarter of 1999 amounted to $10.9
million in 1999 compared to $10.1 million in 1998.   Due  to
an   11%  reduction  in  weighted-average  shares  (diluted)
resulting  from the Company's stock repurchase program  (see
"Liquidity  and  Capital  Resources"),  earnings  per  share
(diluted) increased 20.8% to 29 cents in 1999 compared to 24
cents in 1998.

Nine  months  ended September 29, 1999 versus September  30,
1998

For  the  nine  months ended September 29, 1999,  restaurant
sales  were  up  4.4% compared to the same period  in  1998.
Average  unit  growth for the nine months was up  2.0%,  and
same-store sales increased 1.7% for the first nine months of
1999 and 1998.

Nine-month  costs and expenses as detailed above were  84.1%
and  84.8% of sales for 1999 and 1998, respectively.  During
the  first nine months of 1999, costs and expenses were most
affected  by  lower food and beverage costs  (down  0.8%  of
sales)  resulting  from lower beef, pork, poultry  and  soup
prices.   Payroll and benefits increased by  0.1%  of  sales
with  higher  wages substantially offset  by  lower  medical
insurance  costs.   All other operating expenses,  including
depreciation, approximated the prior year's level.  Based on
these  factors,  the  Company's  operating  margin  at   the
restaurant  level  increased to 15.9%  for  the  first  nine
months of 1999 compared to 15.2% in 1998.

General  and administrative expenses increased 0.5% for  the
first  nine months of 1999 resulting principally from higher
media advertising and also from higher training, information
technology   and   performance-based   compensation   costs.
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 36.9% and 36.1% were used  for
the  first nine months of 1999 and 1998, respectively.   The
higher  rate  in 1999 resulted from projected  higher  state
income tax expense.

Net  earnings for the first nine months of 1999 amounted  to
$32.4 million compared to $31.3 million in 1998.  Due  to  a
12% reduction in weighted-average shares (diluted) resulting
from  the Company's stock repurchase program (see "Liquidity
and   Capital  Resources"),  earnings  per  share  (diluted)
increased  18% to 84 cents in 1999 compared to 71  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  September 29, 1999, the Company's working capital was  a
$145.2  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
$110.2  million and $84.0 million at September 29, 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 $60.0 million for  the  first
nine  months  of 1999 and $73.0 million for the  year  ended
December 30, 1998.

Total capital expenditures for the first nine months of 1999
amounted to $40.2 million.  The Company opened 14 and closed
nine  Ryan's  restaurants during the first  nine  months  of
1999.   These numbers include four openings and six 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,  including  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  September  29,  1999,  approximately  18.4  million
shares, or 35% of total shares available at the beginning of
the  repurchase program, had been purchased at an  aggregate
cost  of  $174.7 million.  From September 30,  1999  through
November 12, 1999, another 345,000 shares were purchased  at
an  aggregate cost of $3.4 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  the  remainder of 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  $8.3  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 $86.9 million was utilized at September 29, 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  September 29, 1999, the Company exceeded  the
agreement's  most restrictive minimum net worth covenant  by
approximately $21.8 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  converted
$25,000,000  of  the  floating-rate  debt  to  a  fixed-rate
obligation,  was scheduled to run through October  2000  and
could  be  terminated by the bank at any time after  October
30,  1998.   On  October 29, 1999, the bank exercised  their
option and terminated the interest rate swap agreement.

Management  believes  that  its current  debt  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,  the  Company  intends  to  refinance  and  add
capacity  to  its  current debt structure.  Discussions  are
actively  underway  with financing sources  to  arrange  the
appropriate  credit facilities, and a new debt structure  is
expected  to  be in place by year-end 1999.   Due  to  the
current  credit and interest rate environments, an  increase
in   the  Company's  effective  average  interest  rate   is
expected. Factors that  could affect the refinancing and
restructuring of  the
Company's  debt  include changes in the credit  markets  and
interest  rate  environment, the  credit  appraisal  of  the
Company  by  prospective  lenders, and  the  final  proposed
pricing  and terms of the new credit facilities.  Management
may   also   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 signed
into  law,  various proposals are presently being  discussed
and  voted upon in the U.S. Congress.  News reports  suggest
that the Federal minimum wage may increase by $1 per hour to
$6.15  with  a two to three year phase-in period, commencing
in  early-2000.  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.  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
$512,000,  consisting of approximately $259,000  of  capital
and  $253,000 of expense costs.  All funding is expected  to
come  from  operating  cash flows.  At September  29,  1999,
approximately $139,000 of capital and $188,000 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 were completed by the  end  of
the  third  quarter of 1999, and remediation steps  for  the
corporate office's personal computers were also 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 issues identified, and  all  such
issues  were  subsequently corrected.  As of  September  29,
1999,  the only remaining software remediation work involved
several   non-critical  corporate  applications.   The   re-
programming  of  these  applications  is  expected   to   be
completed by the end of November 1999.

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 has sent questionnaires
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 were very guarded and therefore not
adequately  informative.  Corporate personnel are  currently
contacting these providers or reviewing their web  sites  in
order  to ascertain their degree of Y2K compliance.  Due  to
the  computer systems used to manage the operations  of  the
Company's  restaurants, electrical and telephone service  to
the  Company's corporate office is considered critical.  The
utility  company  providing electricity  and  water  to  the
corporate  office  has assured Company management  that  its
systems as well as those of its suppliers are Y2K-compliant.
The  web  sites  of the corporate office's local  and  long-
distance  providers  indicate  that  service  will  not   be
interrupted on January 1, 2000.

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   efforts  have  addressed  the  stores'  critical
technology-dependent functions.  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 completed during the fourth quarter
of  1999.   In  addition,  any material  disruption  in  the
general  economy  as a result of Y2K issues could  adversely
affect the Company's operations.


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;  developments   affecting   the
continued operation of the restaurants' buffet lines; 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  loan
agreements,  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  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.
          On  September 7, 1999, the Company filed a  report
           on  Form  8-K  regarding  sales  information  for
           August 1999.
          On  October  4, 1999, the Company filed  a  report
           on  Form  8-K  regarding  sales  information  for
           September 1999.
          On  November 9, 1999, the Company filed  a  report
           on  Form  8-K  regarding  sales  information  for
           October 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)




November 16, 1999        /s/Charles D. Way
                         Charles D. Way
                         Chairman, President and Chief
                         Executive Officer




November 16, 1999        /s/Fred T. Grant, Jr.
                         Fred T. Grant, Jr.
                         Vice President-Finance and
                         Treasurer




November 16 1999         /s/Richard D. Sieradzki
                         Richard D. Sieradzki
                         Controller






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