RUDDICK CORP
10-Q, 1999-02-09
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 December 27,1998    

                              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.)

      1800 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 February 4, 1999           
       --------------              --------------------------
       Common Stock                     46,647,628 shares
                                 
                               
                         RUDDICK CORPORATION
                                                  
                               INDEX
                                                  
                                                  
                                                           PAGE NO.
          
   PART I.     FINANCIAL INFORMATION
          
    ITEM 1.    FINANCIAL STATEMENTS
               CONSOLIDATED CONDENSED BALANCE SHEETS -
               DECEMBER 27, 1998 AND SEPTEMBER 27, 1998         2
          
               CONSOLIDATED CONDENSED STATEMENTS OF
               INCOME - THREE MONTHS ENDED 
               DECEMBER 27, 1998 AND DECEMBER 28, 1997          3
          
               CONSOLIDATED CONDENSED STATEMENTS OF
               TOTAL NONOWNER CHANGES IN EQUITY -
               THREE MONTHS ENDED DECEMBER 27, 1998
               AND DECEMBER 28, 1997                             4
          
               CONSOLIDATED CONDENSED STATEMENTS OF
               CASH FLOWS - THREE MONTHS ENDED
               DECEMBER 27, 1998 AND DECEMBER 28, 1997           5
          
               NOTES TO CONSOLIDATED CONDENSED FINANCIAL
               STATEMENTS                                        6
          
    ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF
               OPERATIONS                                        7-11
          
    ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
               ABOUT MARKET RISK                                 11
          
         
 PART II.      OTHER INFORMATION
          
      ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                  12
          
          
 SIGNATURES                                                      12
          


PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

RUDDICK CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS
           (in thousands)
                              December 27,   September 27,
     ASSETS                       1998           1998
     ------                   (Unaudited)     (Unaudited)
                              -----------    -------------
CURRENT ASSETS:               
  Cash and Temporary Cash 
    Investments               $    26,683    $    16,668
  Accounts Receivable, Net         79,973         76,948
  Inventories                     229,715        211,404
  Other                            29,785         27,733
                              -----------    -----------
    Total Current Assets          366,156        332,753
PROPERTY, NET                     518,652        513,788
INVESTMENTS AND OTHER ASSETS       87,837         85,077
                              -----------    -----------
     Total                    $   972,645    $   931,618
                              ===========    ===========

     LIABILITIES AND SHAREHOLDERS' EQUITY
     ------------------------------------
CURRENT LIABILITIES:
  Notes Payable               $     1,759    $     2,411
  Current Portion of 
    Long-Term Debt                    385            571
  Accounts Payable                157,161        149,875
  Income Taxes Payable             11,394          5,456
  Other Accrued Liabilities        63,750         87,107
                              -----------    -----------
    Total Current Liabilities     234,449        245,420

LONG-TERM DEBT                    233,667        191,360

DEFERRED LIABILITIES               79,601         79,600

MINORITY INTEREST                   4,622          4,513

SHAREHOLDERS' EQUITY:         
  Capital Stock - Common           55,635         54,686
  Retained Earnings               367,241        358,328
  Cumulative Translation
    Adjustments                    (2,570)        (2,289)
                              -----------    -----------
    Shareholders' Equity          420,306        410,725
                              -----------    -----------
      Total                   $   972,645    $   931,618
                              ===========    ===========
<PAGE>
RUDDICK CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(in thousands, except share and per share data)

                                  THREE MONTHS ENDED
                              ---------------------------
                              December 27,   December 28,
                                  1998           1997
                              (Unaudited)    (Unaudited)
                              ------------   ------------
NET SALES
  American & Efird            $     86,147   $     87,725
  Harris Teeter                    565,998        529,877
                              ------------   ------------
    Total                          652,145        617,602
                              ------------   ------------
GROSS PROFIT
  American & Efird                  25,251         25,611
  Harris Teeter                    152,960        142,774
                              ------------   ------------
    Total                          178,211        168,385
                              ------------   ------------
OPERATING PROFIT
  American & Efird                  11,342         10,621
  Harris Teeter                     14,438         13,425
                              ------------   ------------
    Total                           25,780         24,046
                              ------------   ------------
OTHER COSTS AND DEDUCTIONS
  Interest expense, net              3,737          4,105
  Other expense, net                 1,692          1,824
  Minority interest                    109            150
                              ------------   ------------
    Total                            5,538          6,079
                              ------------   ------------
Income before income taxes          20,242         17,967
Income taxes                         7,601          5,975
                              ------------   ------------
Net income                    $     12,641   $     11,992
                              ============   ============
WEIGHTED AVERAGE NUMBER OF SHARES OF
  COMMON STOCK OUTSTANDING:
  Basic                         46,591,704     46,646,481
  Diluted                       46,862,258     46,981,727

NET INCOME PER SHARE - 
  BASIC AND DILUTED                  $ .27         $ .26


DIVIDENDS DECLARED PER 
  SHARE - Common                     $ .08         $ .08
<PAGE>
RUDDICK CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF TOTAL NONOWNER CHANGES IN
EQUITY
(in thousands)
                                   THREE MONTHS ENDED
                              ---------------------------
                              December 27,   December 28,
                                  1998          1997
                              (Unaudited)    (Unaudited)
                              ------------   ------------
Net income                    $     12,641   $     11,992

Other nonowner changes 
  in equity, net of tax:
  Foreign currency 
    translation adjustment            (281)          (267)
                              ------------   ------------
Total nonowner changes 
  in equity                   $     12,360   $     11,725
                              ============   ============


<PAGE>
RUDDICK CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)

                                  THREE MONTHS ENDED
                              ---------------------------
                              December 27,   December 28,
                                  1998          1997
                              ------------   ------------
                              (Unaudited)    (Unaudited)
                              ------------   ------------
CASH FLOW FROM 
  OPERATING ACTIVITIES
  Net Income                  $    12,641    $    11,992
  Non-Cash Items Included
    in Net Income
    Depreciation and
      Amortization                 17,224         15,701
    Other, Net                     (2,535)          (983)
  Decrease (Increase) in 
    Current Assets                (23,006)        (8,204)
  Increase (Decrease) in
    Current Liabilities           (10,786)       (32,315)
                              -----------    -----------
NET CASH USED IN OPERATING
  ACTIVITIES                       (6,462)       (13,809)
                              -----------    -----------
INVESTING ACTIVITIES
  Capital Expenditures            (22,324)       (34,432)
  Cash Proceeds from Sale 
    of Property                       862             35
  Company Owned Life 
    Insurance, Net                 (3,536)         9,575
  Other, Net                        1,397         (1,851)
                              -----------    -----------
NET CASH USED IN INVESTING
  ACTIVITIES                      (23,601)       (26,673)
                              -----------    -----------

FINANCING ACTIVITIES
  Proceeds of Long-Term 
    Borrowings                     42,637         37,800
  Payment of Principal on 
    Long-Term Debt                   (498)          (124)
  Dividends                        (3,728)        (3,735)
  Other, Net                        1,667            762
                              -----------    -----------
NET CASH PROVIDED BY 
  FINANCING ACTIVITIES             40,078         34,703
                              -----------    -----------
INCREASE (DECREASE) IN 
  BALANCE SHEET CASH               10,015         (5,779)
BALANCE SHEET CASH AT
  BEGINNING OF PERIOD              16,668         17,150
                              -----------    -----------

BALANCE SHEET CASH AT
  END OF PERIOD               $    26,683    $    11,371
                              ===========    ===========

SUPPLEMENTAL DISCLOSURES OF
  CASH FLOW INFORMATION
  Cash Paid During the 
    Period for:
    Interest                  $     3,769    $     3,902
    Income Taxes              $     2,639    $     3,412

                     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.
          
     THE COMPANY ADOPTED STATEMENT OF FINANCIAL ACCOUNTING
     STANDARDS (SFAS) NO. 130, "REPORTING COMPREHENSIVE
     INCOME", EFFECTIVE WITH THE BEGINNING OF ITS FIRST FISCAL
     QUARTER OF 1999 AND, ACCORDINGLY, HAS PRESENTED AN
     ADDITIONAL BASIC FINANCIAL STATEMENT "CONSOLIDATED
     CONDENSED STATEMENTS OF TOTAL NONOWNER CHANGES IN EQUITY"
     WHICH REPORTS NET INCOME, AS REPORTED UNDER GENERALLY
     ACCEPTED ACCOUNTING PRINCIPLES, ADJUSTED FOR EACH
     APPLICABLE COMPONENT OF NONOWNER CHANGES IN SHAREHOLDERS'
     EQUITY.
          
     THE COMPANY ADOPTED SFAS NO. 131, "DISCLOSURES ABOUT
     SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION",
     EFFECTIVE WITH THE BEGINNING OF ITS FIRST FISCAL QUARTER
     OF 1999.  THIS PRONOUNCEMENT WILL REQUIRE, EFFECTIVE FOR
     THE COMPANY'S FISCAL YEAR ENDING OCTOBER 3, 1999, ANNUAL
     FINANCIAL STATEMENTS, AND FOR INTERIM AND ANNUAL
     REPORTING PERIODS IN FISCAL 2000 AND THEREAFTER, NEW
     STANDARDS OF DISCLOSURE FOR INFORMATION ABOUT OPERATING
     SEGMENTS OF THE ENTERPRISE AND RELATED DISCLOSURES ABOUT
     PRODUCTS AND SERVICES, GEOGRAPHIC AREAS AND MAJOR
     CUSTOMERS.
          
          
          
          
 ITEM 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations
                                   
Results of Operations

         The following table shows net sales, gross profit and
operating profit for each of Ruddick Corporation's operating subsidiaries
for the quarters ended December 27, 1998 and December 28, 1997:
                              
      (In Thousands)                   Quarter Ended
                             ---------------------------------    
     
                              December 27,        December 28,   
                                 1998                1997   
                             ----------------   --------------
     Net Sales
        American & Efird      $  86,147           $  87,725       
        Harris Teeter           565,998             529,877 
                              ---------           -----------  
          Total               $ 652,145           $ 617,602       


     Gross Profit
        American & Efird      $  25,251           $  25,611       
        Harris Teeter           152,960             142,774
                              ----------          -----------    
          Total               $ 178,211           $ 168,385       


     Operating Profit
        American & Efird      $  11,342           $  10,621  
        Harris Teeter            14,438              13,425
                              __________          ___________ 
          Total               $  25,780           $  24,046  

     Consolidated sales of $652 million in the first quarter of
fiscal 1999 increased 5.6% over the $618 million reported for the comparable
period last year.  Total gross profit was up 5.8% from $168 million in
the first quarter of fiscal 1998 to $178 million in fiscal 1999. 
Total operating profit of $25.8 million increased 7.2% from $24.0
million last year.  Net income of $12.6 million increased 5.4% from the $12.0
million reported in the first fiscal quarter last year, and the quarter's
basic and diluted earnings per share rose from $.26 in fiscal 1998 to
$.27 in fiscal 1999.  Due to the higher operating profit for both Harris
Teeter and A&E and a slight reduction in interest expense, Ruddick's
pre-tax earnings rose by 12.7%, from $18.0 million in the fiscal first
quarter of 1998 to $20.2 million in the current quarter.  As expected,
however, the Company's income tax rate increased from 33.3% in the prior
year quarter to 37.5% in the current quarter due to the reduction of
favorable tax attributes related to Company owned life insurance,
and thereby diminished the growth in net income.

     In the first quarter of fiscal 1999, A&E sales of $86.1
million decreased 1.8% from the $87.7 million reported for the comparable
period last year, due to the elimination of $1.3 million in sales
from the Korean operations that were closed in June 1998 and the
continued softness in demand for thread in U.S. apparel markets
and certain other global markets.  The relative softness in U.S.
apparel markets was apparently due, in part, to inventory excesses,
increased apparel imports from Asia, a current trend to
higher-priced designer wear thereby reducing unit sales of
apparel and the continued growth of apparel production outside of the
U.S. Sales in Mexico continued to show strong growth, up 64% over the
prior year quarter, as U.S. apparel manufacturing continued to
shift to Latin America as a result of NAFTA, and sales also increased
in Canada, Europe and Asia, excluding Korea.  A&E's gross profit of
$25.3 million in the first quarter of fiscal 1999 declined 1.4%
from $25.6 million in the first quarter last year as gross margin on
sales remained relatively flat.  Operating profit of $11.3
million in the first quarter of fiscal 1999 grew by 6.8% from $10.6
million in the comparable period last year.  Excluding the $900,000
operating loss recorded in the first quarter of fiscal 1998 from
Korea, A&E's operating profit fell by 1.6% compared to the prior
year quarter.  Most of the foreign operations of A&E generated
improvements in operating profitability, although none are
individually material to the Company. A&E's operating profit in
the U.S. market, which displayed a 5% reduction in comparison to the
prior year quarter, reflected the reduction in manufacturing
operating schedules, which decreased overall profitability, due
to the continuation of relatively sluggish demand.

     Harris Teeter sales in the first quarter of fiscal 1999 of
$566.0 million increased by 6.8% over the $529.9 million reported
for the comparable period last year.  Net sales for stores in
operation during both periods increased by 1.2%. These increases
were achieved despite the intensely competitive supermarket
environment in the company's markets and the lack of inflation in
the grocery sector, both conditions which the company expects to
continue for the foreseeable future.  The comparative sales
results are believed to reflect the continued success of the company's
merchandising efforts, including more aggressive promotional,
advertising and customer service activities, and the greater use
of the customer loyalty card, collectively offsetting in part the
adverse effects of competitive store openings.  Gross profit of
$153.0 million increased by 7.1% from $142.8 million in the first
fiscal quarter of 1998 and gross margin on sales improved
slightly despite the very competitive pricing environment due to careful
management of the company's promotional strategies. Operating
profit of $14.4 million increased by 7.5% over the $13.4 million
reported for the comparable period last year. Operating margin on sales
increased slightly due to a favorable combination of higher sales
and improved control of store operating expenses. At December 27,
1998, 147 stores were in operation, up from 139 at December 28,
1997.  Harris Teeter opened four new stores, including entering
its sixth state with the successful opening of a Jacksonville,
Florida store, and closed one store during the quarter. 

 Capital Resources and Liquidity

     Ruddick Corporation is a holding company which, through its
wholly-owned subsidiaries, American & Efird, Inc. and Harris
Teeter, Inc., is engaged in the primary businesses of industrial sewing
thread manufacturing and distribution, and regional supermarket
operations, respectively.  Ruddick has no material independent
operations, nor material assets, other than the investments in
its operating subsidiaries.  Ruddick provides a variety of services
to its subsidiaries and is dependent upon income and upstream
dividends from its subsidiaries.  There exist no material restrictions on
such dividends, which are determined as a percentage of net income of
each subsidiary.

     The Company seeks to limit long-term debt so that it
constitutes no more than 40% of capital employed, which includes
long-term debt, minority interest and shareholders' equity.  As
of December 27, 1998, this percentage was 35.5%, as compared to
31.6% at September 27, 1998.

     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 December 27, 1998 was
$82.8 million, and $75.6 million was outstanding at quarter end
compared to $36.0 million at September 27, 1998.  The additional
borrowings under Ruddick's revolving credit facilities were used
primarily for capital expenditures, while balance sheet cash
increased by $10 million temporarily at quarter end as a result
of bank closing schedules associated with the holidays. 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. 


     Working capital of $131.7 million at December 27, 1998
increased $44.4 million from September 27, 1998, primarily the
result of increases in inventories to support increased sales
activity at Harris Teeter, reductions in accrued liabilities and
the temporary increase in cash balances previously noted.  The
current ratio was 1.6 at December 27, 1998 and 1.4 at September 27, 1998.

     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 three months, capital expenditures totaled
$22.3 million.  A&E has spent $4.0 million of the $25 million it might
spend in fiscal year 1999, and Harris Teeter has spent $18.1
million of an anticipated $110 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.

Other Matters

     The Company is in the process of the modification or
conversion of Company computer (IT) systems, as well as non-IT systems which
have embedded technology such as microcontrollers, to provide for
proper functioning beyond calendar year 1999. During the fiscal
year ended September 28, 1997, the Company instituted plans and
initiated its Year 2000 remediation programs by which it would complete
such remediation by the end of April 1999 in the U.S. and June 1999 in
its foreign operations, including final testing in all operations
worldwide by September 1999.  Routine periodic reports have
displayed that the project activities are on schedule with the
requirements of the Year 2000 remediation plan. At both Harris
Teeter and A&E, the assessment and technical plan development
phases have been completed and the companies are at various levels of
completion of the remediation implementation and testing phases. 
As of December 27, 1998, Harris Teeter remediation was 85% complete
and A&E remediation was 98% complete in the U.S. in their respective
mission-critical, IT and non-IT systems. A&E has foreign
operations which are not material to the Company as a whole; even so, the
programming for just the Latin American IT system model is 100%
complete and all foreign entities are scheduled for completion on
various dates up to June 30, 1999.  At both Harris Teeter and
A&E, the integration testing of most U.S. systems is already underway
and compliance testing will proceed on a priority basis for
completion by September 1999.  A current assessment of the total amount of
Year 2000 remediation expenditures over the fiscal years 1997 through
completion in 1999 yielded an estimate of $2.9 to $3.1 million. 
The combined companies have spent $1.6 million cumulatively for all
periods prior to December 27, 1998, and expect to spend $1.4
million more during the remainder of fiscal year 1999 in order to
complete the Year 2000 remediation and testing.  Maintenance and
modification costs will be expensed as incurred, while the costs of new
software will be capitalized and amortized over the software's useful
life. The Company has formal correspondence programs with its major
suppliers and its major thread customers, of which no single
customer exceeds 8% of A&E sales, for inquiry, monitoring and
assessing their Year 2000 remediation plans and efforts.  All
costs of their remediation will be borne by the suppliers and
customers. Management expects that the costs of the Company's Year 2000
remediation will have no material impact on its results of
operations, liquidity and capital resources and further, that
resources are available to complete the modification and
conversion as planned.  It must be recognized, however, that failure to do
so could have a material adverse effect on the Company's future
results of operations.  The Company is currently developing contingency
plans to address the potential worst-case scenarios which could
conceivably evolve in mission-critical systems, presumably as a
result of the lack of readiness of outside parties.  This will
include temporary and manual procedures to follow in the event of
a system or subsystem failure.  In reference to the supply of goods
and services by vendors, the contingency plans will largely take
into account the vendors' progress to adequately address the Year
2000 issue.  The contingency plans are scheduled to be completed
by the end of the second calendar quarter of 1999. 

     As a result of federal legislation which phased out interest
deductions on certain policy loans and thereby significantly
diminished the favorable tax attributes of Company owned life
insurance ("COLI"), the Company's effective income tax rate, in
comparison to the prior year quarter, has risen to a level
slightly below statutory rates domestically.  The Company has recorded
income tax reductions of approximately $25 million cumulatively as the
result of COLI interest deductions from October 1993 through
December 27, 1998.  The Internal Revenue Service, on a
comprehensive national level, is evaluating its position regarding the
deductibility of COLI policy loan interest for years prior to
January 1, 1999.  The IRS has issued Technical Advice Memoranda
regarding the COLI deductibility to taxpayers unrelated to the
Company.  Management understands that the adverse position taken
by the IRS will be subjected to extensive challenges in the courts. 
In the event that the IRS prevails, this outcome could result in a
material impact upon the Company's future income taxes and
results of operations.
     
Regarding Forward-Looking Statements

     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 the Company's actual results to
differ materially from those anticipated in forward-looking statements
include the following:
     -generally adverse economic and industry conditions,
including a decline in consumer demand for apparel products or significant
changes in consumer food preferences or eating habits,
     -changes in the competitive environment, including increased
competition in the Company's primary geographic markets, the
entry of new competitors and consolidation in the supermarket industry,
     -economic or political changes in the countries in which the
Company operates or adverse trade regulations,
     -the passage of future tax legislation, or any regulatory
position which prevails, if any, that could have an adverse
impact on the tax benefits of the ESOP dividends and COLI,
     -management's ability to accurately predict the adequacy of
the Company's present liquidity to meet future requirements,
     -changes in the Company's capital expenditures, new store
openings and store closings, and
     -non-availability of resources for the Company, or its
suppliers and customers, to complete their respective Year 2000
compliance effectively.



ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk


     The Company's market risk sensitive instruments do not
subject the Company to material market risk exposures.

                               
 PART II.    OTHER INFORMATION
    
 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:   February 9, 1999   /s/ R. N. Brigden                  
                             R. N. BRIGDEN
                             VICE PRESIDENT - FINANCE
                             (PRINCIPAL FINANCIAL OFFICER)
                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                  
                             EXHIBIT INDEX
                                  
                                                  
                                                  
     Exhibit No.
    (per Item 601             Description of         Sequential
     Of Reg. S-K)                 Exhibit              Page No.
    
    
            11        Statement Re:  Computation of Per Share
                      Earnings
    
            27        Financial Data Schedule
    
    
    
  
    

                                             EXHIBIT 11
RUDDICK CORPORATION

STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

                                           THREE MONTHS ENDED
                                     
                                     ------------------------------
                                      December 27,      December 28,
                                         1998              1997
                                      -----------     --------------


NET INCOME PER SHARE COMPUTED AS FOLLOWS:
BASIC:
  1.  Net income available to common
       shareholders                    $12,641,000      $11,992,000
                                      ==============   ===============

  2.  Weighted average common
       shares outstanding -
       Basic                           $46,591,704       $46,646,481
                                      ===============  ===============

  3.  Basic net income per share
       (Item 1 divided by Item 2)          $  .27            $ .26
                                      ===============  ===============

DILUTED:
  1.  Net income available to common
       shareholders                    $12,641,000         $11,992,000
                                      ================  ===============

  2.  Weighted average common 
       shares outstanding - 
       Basic                            46,591,704         46,646,481

  3.  Weighted potential shares
       under stock options computed
       for the periods using the
       Treasury Stock Method               270,554            335,246
                                       ---------------   ---------------

  4.  Weighted average common
       shares outstanding - 
       Diluted                           46,862,258        46,981,727
                                       ================   ===============

  5.  Net Income Per Share (Item
       1 divided by Item 4)                    $.27             $.26
                                       ================   ===============



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
          Financial data schedule for the three months ended
12/27/98
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-27-1998
<PERIOD-END>                               DEC-27-1998
<CASH>                                      26,683,000
<SECURITIES>                                         0
<RECEIVABLES>                               82,287,000
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