RUDDICK CORP
10-Q, 1997-05-13
GROCERY STORES
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                                     FORM 10-Q

                           SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C. 20549


(Mark One)

     [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
           THE SECURITIES EXCHANGE ACT OF 1934
           For the quarterly period ended   March 30, 1997       

OR

     [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
           THE SECURITIES EXCHANGE ACT OF 1934
           For the transition period from          to       

              Commission file number         1-6905              



                         RUDDICK CORPORATION                
       (Exact name of registrant as specified in its charter)   


         NORTH CAROLINA                                56-0905940  
  (State or other jurisdiction                      (I.R.S. Employer
 of incorporation or organization)                 Identification No.)

   2000 Two First Union Center
   Charlotte, North Carolina                                 28282      
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code     (704) 372-5404       

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or 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     

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

                                                Outstanding Shares
              Class                              As of May 4, 1997      
           Common Stock                          46,551,533 shares





                           RUDDICK CORPORATION

                                  INDEX


                                                              PAGE NO.

PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS
          CONSOLIDATED CONDENSED BALANCE SHEETS -
          MARCH 30, 1997 AND SEPTEMBER 29, 1996                   2

          CONSOLIDATED CONDENSED STATEMENTS OF
          INCOME - THREE MONTHS AND SIX MONTHS 
          ENDED MARCH 30, 1997 AND MARCH 31, 1996                  3

          CONSOLIDATED CONDENSED STATEMENTS OF
          CASH FLOWS - SIX MONTHS ENDED
          MARCH 30, 1997 AND MARCH 31, 1996                        4

          NOTES TO CONSOLIDATED CONDENSED FINANCIAL
          STATEMENTS                                               5

 ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF
           OPERATIONS                                             6-9


PART II.  OTHER INFORMATION

 ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF
           SECURITY HOLDERS.                                       10

 ITEM 5.   OTHER MATTERS                                           11

 ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                        11


SIGNATURES                                                         11


PART I.  FINANCIAL INFORMATION          
ITEM 1.  FINANCIAL STATEMENTS      
          
RUDDICK CORPORATION      
          
CONSOLIDATED CONDENSED BALANCE SHEETS        
            (in thousands)         
          
                                         March 30,        September 29,
              ASSETS                       1997                1996
              ------                   (Unaudited)         (Unaudited)
                                       -----------           ------------
CURRENT ASSETS:          

  Cash and Temporary Cash 
   Investments                             $13,466              $21,033 
  Accounts Receivable, Net                  73,404               70,809 
  Inventories                              193,875              183,649 
  Other                                     32,424               22,569 
  Net Assets of Discontinued
      Operations                                                    413
                                         ---------            ---------
  Total Current Assets                     313,169              298,473 

PROPERTY, NET                              439,395              410,567 
          
INVESTMENTS AND OTHER
   ASSETS                                  100,391               92,662 
                                         -----------           ------------
        Total                             $852,955              $801,702 
                                         ===========            ============


LIABILITIES AND SHAREHOLDERS' EQUITY

          
CURRENT LIABILITIES:
  Notes Payable                             $4,500                $7,118 
  Current Portion of Long-Term 
    Debt                                     7,576                 5,247 
  Accounts Payable                         135,811               138,032 
  Income Taxes Payable                       3,718                 1,945 
  Other Accrued Liabilities                 65,830                80,997 
                                          -----------          ------------
    Total Current Liabilities              217,435               233,339 
          
LONG-TERM DEBT                             206,203               159,188 
          
DEFERRED LIABILITIES                        66,436                62,319 
          
SHAREHOLDERS' EQUITY:

  Capital Stock - Common                    56,287                55,599 
  Retained Earnings                        308,980               293,654 
  Cumulative Translation 
     Adjustments                            (2,386)               (2,397)
                                          -----------         ------------
      Shareholders' Equity                 362,881                346,856 
                                          -----------         ------------

        Total                             $852,955               $801,702 
                                          ===========          ============



                                      2



RUDDICK CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(in thousands, except share and per share data)        
          
          
                                                THREE MONTHS ENDED  
                                               ---------------------- 
                                        March 30, 1997   March 31, 1996
                                          (Unaudited)     (Unaudited)
                                          ---------        ---------

NET SALES
  American & Efird                          $90,642         $68,719 
  Harris Teeter                             473,285         453,633 
                                           ---------       ---------
    Total                                   563,927          522,352 
                                           ---------        ---------
          
OPERATING PROFIT
  American & Efird                           11,911            7,434 
  Harris Teeter                              10,025           11,208 
                                            ---------        ---------
    Total                                    21,936           18,642 
                                            ---------        ---------

OTHER COSTS AND DEDUCTIONS
  Interest expense, net                       3,480            2,989 
  Other expense,net                           1,822            2,598 
                                             ---------       ---------
    Total                                     5,302            5,587 
                                             ---------       ---------

Income from continuing operations 
   before income taxes                       16,634           13,055 
Income taxes                                  5,441            3,554 
                                             ---------       ---------
Income from continuing operations            11,193            9,501 
Income from discontinued 
  operations before income tax                  -                -   
Less applicable income taxes                    -                -   
                                              ---------       ---------
NET INCOME                                   $11,193           $9,501 
                                              =========       ==========

AVERAGE NUMBER OF SHARES OF 
COMMON STOCK AND COMMON STOCK 
EQUIVALENTS OUTSTANDING:      
    Primary                                46,863,232            46,532,336 
    Fully Diluted                          46,909,245            46,621,386 

NET INCOME PER SHARE - 
 PRIMARY AND FULLY DILUTED:                  $.24        $.21
 DIVIDENDS DECLARED PER SHARE - Common       $.08        $.06

          
                                             SIX MONTHS ENDED  
                                           ---------------------- 
                                        March 30, 1997    March 31, 1996
                                          (Unaudited)      (Unaudited)
                                           ---------        ---------

NET SALES
  American & Efird                          178,051          135,833
  Harris Teeter                             959,989          916,188 
                                            ---------       ---------
    Total                                 1,138,040        1,052,021 
                                            ---------      ----------

OPERATING PROFIT         
  American & Efird                           21,998           12,386 
  Harris Teeter                              22,979           23,279 
                                            ---------        ---------
    Total                                    44,977           35,665 
                                            ---------        ---------
OTHER COSTS AND DEDUCTIONS
  Interest expense, net                       6,674             6,086 
  Other expense, net                          4,256             4,976 
                                             ---------        ---------
    Total                                    10,930            11,062 
                                             ---------        ---------

Income from continuing operations
 before income taxes                         34,047            24,603 
Income taxes                                 11,275             7,059
                                             ---------        ----------
Income from continuing operations            22,772            17,544
Income from discontinued 
  operations before income taxes                -                 123 
Less applicable income taxes                    -                 (47)
                                             ---------         ---------
Net Income                                   $22,772           $17,620
                                             =========         =========
          
AVERAGE NUMBER OF SHARES OF        
  COMMON STOCK AND COMMON STOCK         
   EQUIVALENTS OUTSTANDING:        
    Primary                                46,796,098        46,560,058 
    Fully Diluted                          46,898,629        46,606,967 
          
NET INCOME PER SHARE - 
  PRIMARY AND FULLY DILUTED:                    $.49              $.38

DIVIDENDS DECLARED PER SHARE - Common           $.16              $.12



                                     3


RUDDICK CORPORATION
          
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS        
(in thousands)      
                                                 SIX MONTHS ENDED  
                                             ---------------------- 
                                           March 30,             March 31,
                                             1997                   1996   
                                          (Unaudited)           (Unaudited)
                                           ---------             --------- 

CASH FLOW FROM INCOME                        $55,748               $45,262 
  Decrease (Increase) in Current Assets      (21,963)               (2,371)
  Increase (Decrease) in Current 
     Liabilities                             (18,232)              (33,197)
                                           ----------             ---------
NET CASH PROVIDED BY OPERATING 
 ACTIVITIES                                   15,553                 9,694 
                                           ----------             ---------
CASH PROVIDED BY DISCONTINUED 
 ACTIVITIES                                      413                11,338 

INVESTING ACTIVITIES
  Purchase of Assets                         (64,213)              (52,378)
  Cash Proceeds from Sale of Assets              265                 1,826 
  Company Owned Life Insurance, Net            3,538                (1,355)
  Other, Net                                  (5,735)                   80 
                                             ---------             --------- 
NET CASH USED IN INVESTING ACTIVITIES        (66,145)              (51,827)
                                             ---------              --------- 

FINANCING ACTIVITIES          
  Proceeds (Repayments) of Long-Term 
      Borrowings                              51,550                 26,600 
  Payment of Principal on Long-Term Debt      (2,543)                (2,693)
  Dividends                                   (7,445)                (5,567)
  Other, Net                                   1,050                    749 
                                              ---------              --------- 
NET CASH PROVIDED BY FINANCING 
 ACTIVITIES                                   42,612                 19,089 
                                              ---------              --------- 

INCREASE (DECREASE) IN BALANCE 
 SHEET CASH                                   (7,567)               (11,706)
BALANCE SHEET CASH AT BEGINNING
  OF PERIOD                                   21,033                 18,959 
                                              ----------             ---------



BALANCE SHEET CASH AT END OF PERIOD           $13,466                $7,253 
                                              =========              ========= 


SUPPLEMENTAL DISCLOSURES OF CASH 
  FLOW INFORMATION
    Cash Paid During the Year for:                          
      Interest                                  $6,341                 $5,921 
      Income Taxes                              $5,997                 $2,910   
                  



                                       4


                            RUDDICK CORPORATION
             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                  (UNAUDITED)



IN THE OPINION OF MANAGEMENT, THE INFORMATION FURNISHED REFLECTS
ALL ADJUSTMENTS (CONSISTING ONLY OF NORMAL RECURRING ACCRUALS)
NECESSARY TO PRESENT FAIRLY THE RESULTS FOR THE INTERIM PERIODS
PRESENTED.


ON JANUARY 23, 1996, THE ASSETS OF THE BUSINESS FORMS SEGMENT WERE
SOLD UNDER A PLAN OF DISPOSITION ENTERED INTO DURING THE FIRST FISCAL
QUARTER ENDED DECEMBER 31, 1995.  THE REVENUES OF THE DISCONTINUED
OPERATION WERE $14 MILLION FOR THE DECEMBER 31, 1995 QUARTER AND $17.3
MILLION FOR THE FISCAL YEAR TO THE DATE OF THE SALE.  OPERATING PROFIT
FOR THAT PERIOD WAS $123 THOUSAND.  THE DISPOSITION WAS
SUBSTANTIALLY COMPLETED DURING THE FISCAL YEAR ENDED SEPTEMBER 29,
1996, AND HAD NO SIGNIFICANT IMPACT ON CONSOLIDATED EARNINGS OR
FINANCIAL CONDITION.  THE BUSINESS FORMS SEGMENT IS REPORTED AS
DISCONTINUED OPERATIONS.

IN OCTOBER, 1995, THE FINANCIAL ACCOUNTING STANDARDS BOARD (FASB)
ISSUED STATEMENT NO. 123 WHICH WILL REQUIRE THAT THE COMPANY MAKE
CERTAIN ADDITIONAL DISCLOSURES RELATED TO THE GRANTS OF STOCK
OPTIONS TO ITS EMPLOYEES, SUCH DISCLOSURE REQUIREMENTS BEING
EFFECTIVE FOR THE FISCAL YEAR ENDING SEPTEMBER 28, 1997.  AS PERMITTED
BY STATEMENT NO. 123, THE COMPANY INTENDS TO CONTINUE TO APPLY FASB
OPINION 25 IN ACCOUNTING FOR ITS STOCK-BASED EMPLOYEE COMPENSATION
ARRANGEMENTS AND TO ADOPT THE NEW DISCLOSURE STANDARDS FOR
PROFORMA NET INCOME AND EARNINGS PER SHARE IN ITS ANNUAL FINANCIAL
REPORTING.  THE EFFECTS ON REPORTED CONSOLIDATED EARNINGS OR THE
FINANCIAL CONDITION OF THE COMPANY ARE NOT EXPECTED TO BE MATERIAL.


                                   5



ITEM 2.                 Management's Discussion and Analysis of
                     Financial Condition and Results of Operations

Results of Operations

     The following table shows net sales and operating profit for each of
Ruddick Corporation's operating subsidiaries for the quarters and six months
ended March 30, 1997 and March 31, 1996:
                         
 (In Thousands)             Quarter  Ended               Six Months Ended     
                         ----------------------     -----------------------
                          March 30,    March 31,      March 30,    March 31,
                             1997        1996            1997        1996 
                         ----------  ----------     -----------  -----------    
 Net Sales
        American & Efird $  90,642   $   68,719     $   178,051  $   135,833
        Harris Teeter      473,285      453,633         959,989      916,188
                         ---------   ----------     -----------  -----------
          Total          $ 563,927   $  522,352     $ 1,138,040  $ 1,052,021
                         ---------   ----------     -----------  ----------- 

     Operating Profit
        American & Efird $  11,911   $    7,434     $    21,998  $    12,386
        Harris Teeter       10,025       11,208          22,979       23,279
                         ---------   ----------     -----------  -----------
          Total          $  21,936   $   18,642     $    44,977  $    35,665
                         ---------   ----------     -----------  -----------

For the Three Months Ended March 30, 1997 and March 31, 1996

     Consolidated sales of $564 million in the second quarter of fiscal 1997 
increased 8% over the $522 million reported for the comparable period last 
year.  Total operating profit of $21.9 million increased 18% over last year.  
Net income after taxes of $11.2 million was up 18% from the $9.5 million 
reported last year.

     Fully diluted and primary earnings per share were $.24 in the second 
quarter of fiscal 1997 and compare to $.21 for the comparable period last 
year.  

     In the second quarter of fiscal 1997, American & Efird sales of $90.6 
million increased 32% from the $68.7 million reported for the comparable 
period last year.  The sales increase was driven by improved market 
conditions for industrial sewing thread and sales to the acquired Threads USA
customer base, which were not in the prior year's sales.  The sales growth 
resulted in more efficient operating schedules in manufacturing, which had 
an extremely positive impact on operating profit for the quarter.  Operating
profit of $11.9 million in the March quarter of 1997 increased 60% over the
$7.4 million in the comparable period last year.  Management expects market 
conditions in the U.S. to remain strong in the third fiscal quarter.  A&E's
management remains primarily focused on the integration plan of combining the
operations of Threads USA with those of A&E.  Additionally, in the second 
fiscal quarter, foreign sales and operating profit showed improvement.  A&E 
established a joint venture in China during the second fiscal quarter and the
20,000 spindle plant is now operating on a full schedule with a major portion 
of production going to A&E international subsidiaries.


                                   6


     Harris Teeter sales in the second quarter of fiscal 1997 of $473.3 million
increased 4% over the $453.6 million reported for the comparable period last 
year.  Net sales for stores in operation during both periods declined 0.9%.
Comparative sales results reflect increased competition, including a number 
of competitive store openings in the Harris Teeter market areas.  Additionally,
milder weather this year reduced customer demand in comparison to the prior
year quarter.  Increased emphasis has been placed on merchandising programs 
and promotional activities to combat increased competition.  Operating profit 
of $10.0 million was down 11% from the $11.2 million reported for the 
comparable period last year.  The operating profit decline was primarily the 
result of opening expenses and added fixed costs associated with the 
acceleration in the opening of a number of larger, new stores.  Secondly, the 
added expenses incurred in successfully launching the customer loyalty card 
to Harris Teeter's customer base reduced operating profit.  While the above
items adversely affected operating profit, Harris Teeter continued to 
maintain good control over variable operating expenses, particularly store 
labor.  At March 30, 1997, 136 stores were in operation, the same number as 
of March 31, 1996.  Five new stores were opened during the second fiscal 
quarter and two older stores were closed.


     For the Six Months Ended March 30, 1997 and March 31, 1996

     Consolidated sales in the six months ended March 30, 1997 of $1.14 
billion increased 8% over the $1.05 billion reported for the first six months
of fiscal 1996, with both A&E and Harris Teeter reporting increases.  
Operating profit of $45.0 million was up 26% from the $35.7 million reported
for the comparable period last year, with A&E reporting an increase and Harris
Teeter reporting a slight decrease.  Net income of $22.8 million was up 29% 
over the $17.6 million reported last year.  Fully diluted and primary 
earnings per share for the first six months this year were $.49 versus $.38 
a year ago.

     American & Efird sales of $178 million for the first six months this year
increased 31% over the comparable period last year.  A significant portion of
the sales increase came from the acquisition of Threads USA, which had no 
sales in the comparable period last year.  The balance of the increase 
resulted from the strong demand during the period for industrial thread,
particularly from the apparel industry.  The sales growth allowed efficient 
manufacturing operating schedules throughout the period which had an 
extremely positive impact on operating profit which was up 78% from the 
comparable period last year.

     Harris Teeter sales of $960 million in the six months ended March 30, 1997
increased 5% over the same period last year, primarily the result of 
increased selling area, strong holiday sales in the first fiscal quarter and
more promotional programs.  Operating profit showed a slight decline, 
primarily the result of opening expenses from nine new stores opened during 
this period and increased fixed costs associated with all newly opened stores.





                                   7                       


 Capital Resources and Liquidity

     Ruddick has an overall financial goal of earning at least 15% return on
beginning shareholders' equity.  The Company has not met that objective in a
number of years.  At the same time, Ruddick seeks to limit long-term debt so
as to constitute no more than 40% of capital employed, which includes long-
term debt and shareholders' equity.  As of March 30, 1997, this percentage 
was 37.1% compared to 32.2% at September 29, 1996.

     The Company's principal source of liquidity has been revenues from 
operations.  The Company also has the ability to borrow up to an aggregate 
of $100 million under established revolving lines of credit with three banks.
The maximum amount outstanding under these credit facilities during the 
quarter ended March 30, 1997 was $100 million, and $100 million was
outstanding at quarter end compared to $49 million at September 29, 1996. 
The additional borrowings under Ruddick's revolving credit facilities were 
used for capital expenditures.  Borrowings and repayments under these 
revolving credit facilities are of the same nature as short-term credit 
lines; however, due to the nature and terms of the agreements allowing up to
five years for repayment, all borrowings under these facilities are 
classified as long-term debt.  The Company also has the ability to borrow up
to $20 million in aggregate under short-term credit lines with its banks, 
and $5 million was outstanding at quarter end.

     On April 15, 1997, the Company executed unsecured $50 million 7.72% 
Series B Senior Notes, due April 15, 2017 with a major U.S. life insurance 
company.  Proceeds from these notes were used to reduce the amount borrowed 
under the revolving and short-term lines of credit.  Also on April 15, 1997,
an uncommitted $50 million Private Shelf Facility was executed with the
same insurance company.  Neither the Company nor the insurance company is 
committed or required to fulfill on the terms of the Private Shelf Facility.
Uncommitted Private Shelf Facilities now total $100 million.  No borrowings
under these Private Shelf Facilities have been undertaken.

     Working capital of $95.7 million at March 30, 1997 increased $30.6 
million from September 29, 1996, primarily the result of increases in 
inventories and other current assets and reductions in cash balances and 
accrued liabilities.  The current ratio was 1.4 at March 30, 1997 and 1.3 at 
September 29, 1996.

     Covenants in certain of the Company's long-term debt agreements limit 
the total indebtedness that the Company may incur.  Management believes that 
the limit on indebtedness does not significantly restrict the Company's 
liquidity and that such liquidity is adequate to meet foreseeable 
requirements.

     In the first six months, capital expenditures totaled $64 million.  
A&E has spent $17 million of the $42 million it expects to spend in fiscal 
year 1997, and Harris Teeter has spent $42 million of an expected $93 
million.  These expenditures are for modernization and expansion. Management
expects that internally generated funds, supplemented by available borrowing
capacity, will be adequate to finance such expenditures.



                                      

                                         8


Other Matters

     The foregoing discussion contains some forward-looking statements about 
the Company's financial condition and results of operations, which are 
subject to certain risks and uncertainties that could cause actual results 
to differ materially from those reflected in the forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking 
statements, which reflect management's judgment only as of the date hereof. 
The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events and circumstances that arise after the date
hereof.

     Factors that might cause actual results to differ materially from these 
forward-looking statements include (1) unforeseeable changes in the market
conditions faced by the Company, (2) management's ability to accurately 
predict the adequacy of the Company's present liquidity to meet future 
requirements, and (3) changes in the Company's capital expenditures, new store
openings and store closings.


                                       9


PART II.  OTHER INFORMATION

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Annual Meeting of Shareholders of Ruddick Corporation was held on 
February 6, 1997 (the "Annual Meeting").  Proxies for the Annual Meeting 
were solicited pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended.  The shareholders voted upon the following matters at 
the Annual Meeting:


     1.   APPROVAL FOR FIXING THE NUMBER OF DIRECTORS AT ELEVEN

     The shareholders approved the setting of the number of Directors at 
eleven and the following information is provided with respect to the 
approval thereof:

                Shares Voted       Shares Voted       Shares       Broker
                     For              Against       Abstaining    Non-Votes
                ------------       ------------     ----------    ---------
                  39,486,286          585,301         572,873     286,045

   
     2.   ELECTION OF DIRECTORS

     The shareholders elected four directors for terms ending in 2000.  In 
addition, the following directors currently are serving for terms to expire 
in 1998 or 1999, as indicated:  John W. Copeland (1998), Alan T. Dickson 
(1998), Beverly F. Dolan (1998), Roddey Dowd, Sr. (1998), Edwin B. Borden,
Jr. (1999), R. Stuart Dickson (1999), and Hugh L. McColl (1999) . There was
no solicitation in opposition to management's nominees as listed in the proxy
statement, and all such nominees were elected.  The following information is 
furnished with respect to each director elected at the meeting:

                                              Shares
       Director Elected     Shares Voted    Withholding       Broker
      at Annual Meeting     for Election     Authority      Non-Votes
      -----------------     ------------    -----------     ---------
        John R. Belk         39,894,420       551,143          N/A
        Thomas W. Dickson    39,916,248       529,513          N/A
        James E.S. Hynes     39,931,747       513,816          N/A
        E. C. Wall, Jr.*     39,928,226       517,337          N/A

     *Mr. Wall died unexpectedly on March 5, 1997.  Accordingly, currently
      there is a vacancy on the Board.



                                    10



ITEM 5.  OTHER INFORMATION
      
      Effective February 6, 1997, John W. Copeland retired as President of 
Ruddick Corporation, and Thomas W. Dickson was elected by the Board of 
Directors as President.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (A)   EXHIBITS

          Exhibit No.       Description of Exhibit
          ----------    -----------------------------
              11        Statement Re:  Computation of Per Share Earnings
              27        Financial Data Schedule


     (B)   REPORTS ON FORM 8-K - None


                              SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.

                                  RUDDICK CORPORATION

DATE:  May 12, 1997               /s/ R. N. Brigden                           
                                      R. N. BRIGDEN
                                      VICE PRESIDENT - FINANCE
                                      (PRINCIPAL FINANCIAL OFFICER)     
                              




                                       11


                                                              EXHIBIT 11
RUDDICK CORPORATION                                    
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS       
          
                                            SIX MONTHS ENDED  
                                          ------------------------ 
                                       March 30, 1997  March 31, 1996   
                                         ---------        --------- 
                                        (Unaudited)     (Unaudited)
                                          ---------       --------- 
NET INCOME PER SHARE COMPUTED AS FOLLOWS:                   
PRIMARY:                                               
  1.  Net Income                         $22,772,000     $17,620,000 
                                         ===========     ===========
  2.  Weighted Average Common Shares 
      Outstanding                         46,524,022      46,395,573           
  3.  Incremental Shares Under Stock 
      Options Computed Under the 
      Treasury Stock Method Using 
      the Average Market Price of 
      Issuer's Stock During the 
      Periods                                 272,076         164,485 
  4.  Weighted Average Common Shares       -----------    ------------
       and Common Equivalent Shares 
       Outstanding                         46,796,098      46,560,058 
                                           ==========     ===========  
5.  Net Income Per Share 
      (Item 1 divided by Item 4)     $            .49     $       .38
                                           ===========     ===========
FULLY DILUTED:
  1.  Net Income                          $22,772,000      $17,620,000
                                           ===========     ===========
  2.  Weighted Average Common Shares  
      Outstanding                          46,524,022       46,395,573  
  3.  Incremental Shares Under Stock 
     Options Computed Under the Treasury 
     Stock Method Using the Higher of 
     the Average or Ending Market Price 
     of Issuer's Stock at the End of 
     the Periods                               374,607         211,394 
  4.  Weighted Average Common Shares        -----------       ---------
      and Common Equivalent Shares 
      Outstanding                           46,898,629       46,606,967 
                                            ===========       =========
  5.  Net Income Per Share 
     (Item 1 divided by Item 4)                   $.49             $.38    
                                            ===========       ==========
  

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
                             RUDDICK CORPORATION
              FINANCIAL DATA SCHEDULE FOR THE THREE MONTHS ENDED 3/30/97
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               MAR-30-1997
<CASH>                                      13,466,000
<SECURITIES>                                         0
<RECEIVABLES>                               75,260,000
<ALLOWANCES>                                 1,856,000
<INVENTORY>                                193,875,000
<CURRENT-ASSETS>                           313,169,000
<PP&E>                                     732,333,000
<DEPRECIATION>                             292,938,000
<TOTAL-ASSETS>                             852,955,000
<CURRENT-LIABILITIES>                      217,435,000
<BONDS>                                    206,203,000
                                0
                                          0
<COMMON>                                    56,287,000
<OTHER-SE>                                 306,594,000
<TOTAL-LIABILITY-AND-EQUITY>               852,955,000
<SALES>                                    563,927,000
<TOTAL-REVENUES>                           563,927,000
<CGS>                                      407,030,000
<TOTAL-COSTS>                              541,991,000
<OTHER-EXPENSES>                             1,822,000
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