Registration No. 333-         
=================================================================

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                             FORM S-8
                      REGISTRATION STATEMENT
                 UNDER THE SECURITIES ACT OF 1933

                           -----------

                       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, N.C. 28282
             (Address of Principal Executive Offices)

                           ------------

     RUDDICK CORPORATION 1995 COMPREHENSIVE STOCK OPTION PLAN
                     (Full title of the Plan)

                           ------------

                       DONALD B. WILLIFORD
                            SECRETARY
                       RUDDICK CORPORATION
                   2000 TWO FIRST UNION CENTER
                 CHARLOTTE, NORTH CAROLINA 28282
             (Name and address of agent for service)

                          (704) 372-5404
  (Telephone number, including area code, of agent for service)

                           ------------

                             COPY TO:
                           ANNE F. TEAM
               SMITH HELMS MULLISS & MOORE, L.L.P.
                      POST OFFICE BOX 31247
                 CHARLOTTE, NORTH CAROLINA 28231

                           ------------

 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
          FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF
                   THIS REGISTRATION STATEMENT.

                           ------------

                 CALCULATION OF REGISTRATION FEE
================================================================
                            PROPOSED    PROPOSED  
TITLE OF EACH                MAXIMUM     MAXIMUM   
CLASS OF        AMOUNT TO   OFFERING    AGGREGATE    AMOUNT OF
SECURITIES TO       BE      PRICE PER   OFFERING    REGISTRATION
BE REGISTERED   REGISTERED  SHARE (1)   PRICE (1)       FEE  
-------------   ----------  ---------   ---------   ------------

Common Stock     600,000    $13.6875   $8,212,500     $2,489
                 shares
================================================================

     (1)  Estimated solely for the purpose of calculating
          the registration fee and computed according to
          Rule 457(h) under the Securities Act of 1933, as
          amended, based on the price of the Common Stock of
          which options granted pursuant to the Plan may be
          exercised.

=================================================================

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents constituting the Prospectus of Ruddick
Corporation (the "Registrant") with respect to this Registration
Statement in accordance with Rule 428 promulgated pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), are
kept on file at the offices of the Registrant.  The Registrant
will provide without charge to participants in the Plan
referenced herein, on the written or oral request of any such
person, a copy of any or all of the documents constituting the
Prospectus.  Written requests for such copies should be directed
to the Secretary, Ruddick Corporation, 2000 Two First Union
Center, Charlotte, North Carolina 28282.  Telephone requests may
be directed to (704) 372-5404.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference herein and in the Prospectus
constituting a part of this Registration Statement:

          (a)  The Registrant's Annual Report on Form 10-K for
     the year ended September 29, 1996 filed pursuant to Section
     13 of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act");

          (b)  The Registrant's Quarterly Reports on Form 10-Q
     for the quarters ended December 31, 1995, March 31, 1996 and
     June 30, 1996, filed pursuant to Section 13 of the Exchange
     Act; and 

          (c)  The description of the Registrant's Common Stock
     contained in its Registration Statement filed under the
     Exchange Act, as amended by all subsequent amendments and
     reports filed for the purpose of updating such description.

     All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment
hereto, which either indicates that all securities offered hereto
have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and the Prospectus and to be a part hereof
and thereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement or the Prospectus.

     The Registrant will provide without charge to each person to
whom the Prospectus constituting a part of this Registration
Statement is delivered, on the written or oral request of any
such person, a copy of any or all of the documents incorporated
herein and in the Prospectus by reference (other than exhibits to
such documents which are not specifically incorporated by
reference in such documents).  Written requests for such copies
should be directed to the Secretary, Ruddick Corporation, 2000
Two First Union Center, Charlotte, North Carolina 28282. 
Telephone requests may be directed to (704) 372-5404. 

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     There are no provisions in the Registrant's Restated
Articles of Incorporation, and no contracts between the
Registrant and its directors and officers nor resolutions adopted
by the Registrant, relating to indemnification.  The Registrant's
Restated Articles of Incorporation prevent the recovery by the
Registrant of monetary damages against its directors.  However,
in accordance with the provisions of the North Carolina Business
Corporation Act (the "Act"), the Registrant's Bylaws provide
that, in addition to the indemnification of directors and
officers otherwise provided by the Act, the Registrant shall,
under certain circumstances, indemnify its directors, executive
officers and certain other designated officers against any and
all liability and litigation expense, including reasonable
attorneys' fees, arising out of their status or activities as
directors and officers, except for liability or litigation
expense incurred on account of activities that were at the time
known or reasonably should have been known by such director or
officer to be clearly in conflict with the best interests of the
Registrant.  Pursuant to such Bylaws and as authorized by
statute, the Registrant maintains insurance on behalf of its
directors and officers against liability asserted against such
persons in such capacity whether or not such director or officers
have the right to indemnification pursuant to the Bylaws or
otherwise.

     In addition to the above-described provisions,
Sections 55-8-50 through 55-8-58 of the Act contain provisions
prescribing the extent to which directors and officers shall or
may be indemnified.  Section 55-8-51 of the Act permits a
corporation, with certain exceptions, to indemnify a present or
former director against liability if (i) he conducted himself in
good faith, (ii) he reasonably believed (x) that his conduct in
his official capacity with the corporation was in its best
interests and (y) in all other cases his conduct was at least not
opposed to the corporation's best interest, and (iii) in the case
of any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful.  A corporation may not indemnify a
director in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the
corporation or in connection with a proceeding charging improper
personal benefit to him in which he was adjudged liable on such
basis.  The above standard of conduct is determined by the Board
of Directors, or a committee thereof, special legal counsel or
the shareholders as prescribed in Section 55-8-55 of the Act.

     Sections 55-8-52 and 55-8-56 of the Act require a
corporation to indemnify a director or officer in the defense of
any proceeding to which he was a party because of his capacity as
a director or officer against reasonable expenses when he is
wholly successful in his defense, unless the articles of
incorporation provide otherwise.  Upon application, the court may
order indemnification of the director or officer if he is
adjudged fairly and reasonably so entitled under Section 55-8-54. 
Section 55-8-56 allows a corporation to indemnify and advance to
an officer, employee or agent who is not a director to the same
extent as a director or as otherwise set forth in the
corporation's articles of incorporation or bylaws or by a
resolution of the board of directors.

     In addition, Section 55-8-57 permits a corporation to
provide for indemnification of directors, officers, employees or
agents, in its articles of incorporation or bylaws or by contract
or resolution, against liability in various proceedings and to
purchase and maintain insurance policies on behalf of these
individuals.

     THE FOREGOING IS ONLY A GENERAL SUMMARY OF CERTAIN ASPECTS
OF NORTH CAROLINA LAW DEALING WITH INDEMNIFICATION OF DIRECTORS
AND OFFICERS AND DOES NOT PURPORT TO BE COMPLETE.  IT IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE RELEVANT STATUTES
WHICH CONTAIN DETAILED SPECIFIC PROVISIONS REGARDING THE
CIRCUMSTANCES UNDER WHICH AND THE PERSON FOR WHOSE BENEFIT
INDEMNIFICATION SHALL OR MAY BE MADE AND ACCORDINGLY ARE SET
FORTH IN EXHIBIT 99.2 HERETO AND INCORPORATED HEREIN BY
REFERENCE.

ITEM 8.  EXHIBITS.

     The following exhibits are filed with or incorporated by
     reference in this Registration Statement.


  EXHIBIT NO.  DESCRIPTION OF EXHIBIT

      5.1      Opinion of Smith Helms Mulliss & Moore, L.L.P., as
               to legality of securities to be registered.

     23.1      Consent of Smith Helms Mulliss & Moore, L.L.P.
               (included in Exhibit 5.1).

     23.2      Consent of Arthur Andersen LLP, independent
               certified public accountants.

     24.1      Power of Attorney and Certified Resolution.

     99.1      Ruddick Corporation 1995 Comprehensive Stock
               Option Plan, incorporated herein by reference to
               Exhibit 10.1 of the Registrant's Quarterly Report
               on Form 10-Q for the quarterly period ended June
               30, 1996 (Commission File No. 1-6905).

     99.2      Provisions of North Carolina law relating to
               indemnification.

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     Registration Statement:

                   (i)   To include any prospectus required by
          Section 10(a)(3) of the Securities Act;

                  (ii)   To reflect in the prospectus any facts
          or events arising after the effective date of the
          Registration Statement (or the most recent post-
          effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the
          information set forth in the Registration Statement. 
          Notwithstanding the foregoing, any increase or decrease
          in volume of securities offered (if the total dollar
          value of securities offered would not exceed that which
          was registered) and any deviation from the low or high
          end of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the
          Commission pursuant to Rule 424(b) if, in the
          aggregate, the changes in volume and price represent no
          more than a 20 percent change in the maximum aggregate
          offering price set forth in the "Calculation of
          Registration Fee" table in the effective Registration
          Statement;

                 (iii)   To include any material information with
          respect to the plan of distribution not previously
          disclosed in the Registration Statement or any material
          change to such information in the Registration
          Statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
     do not apply if the Registration Statement is on Form S-3 or
     Form S-8, and the information required to be included in a
     post-effective amendment by those paragraphs is contained in
     periodic reports filed by the Registrant pursuant to Section
     13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new Registration Statement relating
     to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.

<PAGE>
                            SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Charlotte,
North Carolina, on December 31, 1996.


                              RUDDICK CORPORATION


                              By:  /s/ JOHN W. COPELAND
                                   -----------------------------
                                   John W. Copeland
                                       President 

     Pursuant to the requirements of the Securities Act of 1933
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

     SIGNATURE                TITLE                  DATE
     ---------                -----                  ----

/s/ JOHN W. COPELAND        President and     December 31, 1996
-------------------------   Director
John W. Copeland            (Principal 
                            Executive Officer)


/s/RICHARD N. BRIGDEN       Vice President-   December 31, 1996
-------------------------   Finance
Richard N. Brigden          (Principal
                            Financial Officer)


/s/DOUGLAS A. STEPHENSON    Treasurer         December 31, 1996
-------------------------   (Principal        
Douglas A. Stephenson       Accounting Officer)


THOMAS M. BELK          *   Director          December 31, 1996
-------------------------
Thomas M. Belk


EDWIN B. BORDEN, JR.    *   Director          December 31, 1996
-------------------------
Edwin B. Borden, Jr.


ALAN T. DICKSON         *   Director          December 31, 1996
-------------------------
Alan T. Dickson 


R. STUART DICKSON       *   Director          December 31, 1996
-------------------------
R. Stuart Dickson


BEVERLY F. DOLAN        *   Director          December 31, 1996
-------------------------
Beverly F. Dolan


RODDEY DOWD, SR         *   Director          December 31, 1996
-------------------------
Roddey Dowd, Sr.


JAMES E. S. HYNES       *   Director          December 31, 1996
-------------------------
James E. S. Hynes


HUGH L. McCOLL, JR.     *   Director          December 31, 1996
-------------------------
Hugh L. McColl, Jr.


E. C. WALL, JR.         *   Director          December 31, 1996
-------------------------
E. C. Wall, Jr.



*By: /s/ JOHN W. COPELAND 
     ----------------------
     John W. Copeland
     Attorney-in-Fact
<PAGE>
                          EXHIBIT INDEX






                                                       SEQUENTIAL
EXHIBIT NO.         DESCRIPTION OF EXHIBIT              PAGE NO.


5.1                 Opinion of Smith Helms
                    Mulliss & Moore, L.L.P., as
                    to legality of securities
                    to be registered.



23.1                Consent of Smith Helms
                    Mulliss & Moore, L.L.P.
                    (included in Exhibit 5.1)



23.2                Consent of Arthur Andersen
                    LLP, independent certified
                    public accountants.



24.1                Power of Attorney and
                    Certified Resolution.



99.1                Ruddick Corporation 1995
                    Comprehensive Stock Option
                    Plan, incorporated herein
                    by reference to Exhibit
                    10.1 of the Registrant's
                    Quarterly Report on Form
                    10-Q for the quarterly
                    period ended June 30, 1996
                    (Commission File No. 1-6905).



99.2                Provisions of North
                    Carolina law relating to
                    indemnification.
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Registration No. 333-         
=================================================================

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                             FORM S-8
                      REGISTRATION STATEMENT
                 UNDER THE SECURITIES ACT OF 1933

                           -----------

                       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, N.C. 28282
             (Address of Principal Executive Offices)

                           ------------

     RUDDICK CORPORATION 1995 COMPREHENSIVE STOCK OPTION PLAN
                     (Full title of the Plan)

                           ------------

                       DONALD B. WILLIFORD
                            SECRETARY
                       RUDDICK CORPORATION
                   2000 TWO FIRST UNION CENTER
                 CHARLOTTE, NORTH CAROLINA 28282
             (Name and address of agent for service)

                          (704) 372-5404
  (Telephone number, including area code, of agent for service)

                           ------------

                             COPY TO:
                           ANNE F. TEAM
               SMITH HELMS MULLISS & MOORE, L.L.P.
                      POST OFFICE BOX 31247
                 CHARLOTTE, NORTH CAROLINA 28231

                           ------------

 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
          FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF
                   THIS REGISTRATION STATEMENT.

                           ------------

                 CALCULATION OF REGISTRATION FEE
================================================================
                            PROPOSED    PROPOSED  
TITLE OF EACH                MAXIMUM     MAXIMUM   
CLASS OF        AMOUNT TO   OFFERING    AGGREGATE    AMOUNT OF
SECURITIES TO       BE      PRICE PER   OFFERING    REGISTRATION
BE REGISTERED   REGISTERED  SHARE (1)   PRICE (1)       FEE  
-------------   ----------  ---------   ---------   ------------

Common Stock     600,000    $13.6875   $8,212,500     $2,489
                 shares
================================================================

     (1)  Estimated solely for the purpose of calculating
          the registration fee and computed according to
          Rule 457(h) under the Securities Act of 1933, as
          amended, based on the price of the Common Stock of
          which options granted pursuant to the Plan may be
          exercised.

=================================================================

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents constituting the Prospectus of Ruddick
Corporation (the "Registrant") with respect to this Registration
Statement in accordance with Rule 428 promulgated pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), are
kept on file at the offices of the Registrant.  The Registrant
will provide without charge to participants in the Plan
referenced herein, on the written or oral request of any such
person, a copy of any or all of the documents constituting the
Prospectus.  Written requests for such copies should be directed
to the Secretary, Ruddick Corporation, 2000 Two First Union
Center, Charlotte, North Carolina 28282.  Telephone requests may
be directed to (704) 372-5404.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference herein and in the Prospectus
constituting a part of this Registration Statement:

          (a)  The Registrant's Annual Report on Form 10-K for
     the year ended September 29, 1996 filed pursuant to Section
     13 of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act");

          (b)  The Registrant's Quarterly Reports on Form 10-Q
     for the quarters ended December 31, 1995, March 31, 1996 and
     June 30, 1996, filed pursuant to Section 13 of the Exchange
     Act; and 

          (c)  The description of the Registrant's Common Stock
     contained in its Registration Statement filed under the
     Exchange Act, as amended by all subsequent amendments and
     reports filed for the purpose of updating such description.

     All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment
hereto, which either indicates that all securities offered hereto
have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and the Prospectus and to be a part hereof
and thereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement or the Prospectus.

     The Registrant will provide without charge to each person to
whom the Prospectus constituting a part of this Registration
Statement is delivered, on the written or oral request of any
such person, a copy of any or all of the documents incorporated
herein and in the Prospectus by reference (other than exhibits to
such documents which are not specifically incorporated by
reference in such documents).  Written requests for such copies
should be directed to the Secretary, Ruddick Corporation, 2000
Two First Union Center, Charlotte, North Carolina 28282. 
Telephone requests may be directed to (704) 372-5404. 

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     There are no provisions in the Registrant's Restated
Articles of Incorporation, and no contracts between the
Registrant and its directors and officers nor resolutions adopted
by the Registrant, relating to indemnification.  The Registrant's
Restated Articles of Incorporation prevent the recovery by the
Registrant of monetary damages against its directors.  However,
in accordance with the provisions of the North Carolina Business
Corporation Act (the "Act"), the Registrant's Bylaws provide
that, in addition to the indemnification of directors and
officers otherwise provided by the Act, the Registrant shall,
under certain circumstances, indemnify its directors, executive
officers and certain other designated officers against any and
all liability and litigation expense, including reasonable
attorneys' fees, arising out of their status or activities as
directors and officers, except for liability or litigation
expense incurred on account of activities that were at the time
known or reasonably should have been known by such director or
officer to be clearly in conflict with the best interests of the
Registrant.  Pursuant to such Bylaws and as authorized by
statute, the Registrant maintains insurance on behalf of its
directors and officers against liability asserted against such
persons in such capacity whether or not such director or officers
have the right to indemnification pursuant to the Bylaws or
otherwise.

     In addition to the above-described provisions,
Sections 55-8-50 through 55-8-58 of the Act contain provisions
prescribing the extent to which directors and officers shall or
may be indemnified.  Section 55-8-51 of the Act permits a
corporation, with certain exceptions, to indemnify a present or
former director against liability if (i) he conducted himself in
good faith, (ii) he reasonably believed (x) that his conduct in
his official capacity with the corporation was in its best
interests and (y) in all other cases his conduct was at least not
opposed to the corporation's best interest, and (iii) in the case
of any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful.  A corporation may not indemnify a
director in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the
corporation or in connection with a proceeding charging improper
personal benefit to him in which he was adjudged liable on such
basis.  The above standard of conduct is determined by the Board
of Directors, or a committee thereof, special legal counsel or
the shareholders as prescribed in Section 55-8-55 of the Act.

     Sections 55-8-52 and 55-8-56 of the Act require a
corporation to indemnify a director or officer in the defense of
any proceeding to which he was a party because of his capacity as
a director or officer against reasonable expenses when he is
wholly successful in his defense, unless the articles of
incorporation provide otherwise.  Upon application, the court may
order indemnification of the director or officer if he is
adjudged fairly and reasonably so entitled under Section 55-8-54. 
Section 55-8-56 allows a corporation to indemnify and advance to
an officer, employee or agent who is not a director to the same
extent as a director or as otherwise set forth in the
corporation's articles of incorporation or bylaws or by a
resolution of the board of directors.

     In addition, Section 55-8-57 permits a corporation to
provide for indemnification of directors, officers, employees or
agents, in its articles of incorporation or bylaws or by contract
or resolution, against liability in various proceedings and to
purchase and maintain insurance policies on behalf of these
individuals.

     THE FOREGOING IS ONLY A GENERAL SUMMARY OF CERTAIN ASPECTS
OF NORTH CAROLINA LAW DEALING WITH INDEMNIFICATION OF DIRECTORS
AND OFFICERS AND DOES NOT PURPORT TO BE COMPLETE.  IT IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE RELEVANT STATUTES
WHICH CONTAIN DETAILED SPECIFIC PROVISIONS REGARDING THE
CIRCUMSTANCES UNDER WHICH AND THE PERSON FOR WHOSE BENEFIT
INDEMNIFICATION SHALL OR MAY BE MADE AND ACCORDINGLY ARE SET
FORTH IN EXHIBIT 99.2 HERETO AND INCORPORATED HEREIN BY
REFERENCE.

ITEM 8.  EXHIBITS.

     The following exhibits are filed with or incorporated by
     reference in this Registration Statement.

  EXHIBIT NO.  DESCRIPTION OF EXHIBIT

      5.1      Opinion of Smith Helms Mulliss & Moore, L.L.P., as
               to legality of securities to be registered.

     23.1      Consent of Smith Helms Mulliss & Moore, L.L.P.
               (included in Exhibit 5.1).

     23.2      Consent of Arthur Andersen LLP, independent
               certified public accountants.

     24.1      Power of Attorney and Certified Resolution.

     99.1      Ruddick Corporation 1995 Comprehensive Stock
               Option Plan, incorporated herein by reference to
               Exhibit 10.1 of the Registrant's Quarterly Report
               on Form 10-Q for the quarterly period ended June
               30, 1996 (Commission File No. 1-6905).

     99.2      Provisions of North Carolina law relating to
               indemnification.

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     Registration Statement:

                   (i)   To include any prospectus required by
          Section 10(a)(3) of the Securities Act;

                  (ii)   To reflect in the prospectus any facts
          or events arising after the effective date of the
          Registration Statement (or the most recent post-
          effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the
          information set forth in the Registration Statement. 
          Notwithstanding the foregoing, any increase or decrease
          in volume of securities offered (if the total dollar
          value of securities offered would not exceed that which
          was registered) and any deviation from the low or high
          end of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the
          Commission pursuant to Rule 424(b) if, in the
          aggregate, the changes in volume and price represent no
          more than a 20 percent change in the maximum aggregate
          offering price set forth in the "Calculation of
          Registration Fee" table in the effective Registration
          Statement;

                 (iii)   To include any material information with
          respect to the plan of distribution not previously
          disclosed in the Registration Statement or any material
          change to such information in the Registration
          Statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
     do not apply if the Registration Statement is on Form S-3 or
     Form S-8, and the information required to be included in a
     post-effective amendment by those paragraphs is contained in
     periodic reports filed by the Registrant pursuant to Section
     13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new Registration Statement relating
     to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Charlotte,
North Carolina, on December 31, 1996.

                              RUDDICK CORPORATION

                              By:  /s/ JOHN W. COPELAND
                                   -----------------------------
                                   John W. Copeland
                                       President 

     Pursuant to the requirements of the Securities Act of 1933
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

     SIGNATURE                TITLE                  DATE
     ---------                -----                  ----

/s/ JOHN W. COPELAND        President and     December 31, 1996
-------------------------   Director
John W. Copeland            (Principal 
                            Executive Officer)

/s/RICHARD N. BRIGDEN       Vice President-   December 31, 1996
-------------------------   Finance
Richard N. Brigden          (Principal
                            Financial Officer)

/s/DOUGLAS A. STEPHENSON    Treasurer         December 31, 1996
-------------------------   (Principal        
Douglas A. Stephenson       Accounting Officer)

THOMAS M. BELK          *   Director          December 31, 1996
-------------------------
Thomas M. Belk

EDWIN B. BORDEN, JR.    *   Director          December 31, 1996
-------------------------
Edwin B. Borden, Jr.

ALAN T. DICKSON         *   Director          December 31, 1996
-------------------------
Alan T. Dickson 

R. STUART DICKSON       *   Director          December 31, 1996
-------------------------
R. Stuart Dickson

BEVERLY F. DOLAN        *   Director          December 31, 1996
-------------------------
Beverly F. Dolan

RODDEY DOWD, SR         *   Director          December 31, 1996
-------------------------
Roddey Dowd, Sr.

JAMES E. S. HYNES       *   Director          December 31, 1996
-------------------------
James E. S. Hynes

HUGH L. McCOLL, JR.     *   Director          December 31, 1996
-------------------------
Hugh L. McColl, Jr.

E. C. WALL, JR.         *   Director          December 31, 1996
-------------------------
E. C. Wall, Jr.

*By: /s/ JOHN W. COPELAND 
     ----------------------
     John W. Copeland
     Attorney-in-Fact
EXHIBIT INDEX

                                                       SEQUENTIAL
EXHIBIT NO.         DESCRIPTION OF EXHIBIT              PAGE NO.

5.1                 Opinion of Smith Helms
                    Mulliss & Moore, L.L.P., as
                    to legality of securities
                    to be registered.

23.1                Consent of Smith Helms
                    Mulliss & Moore, L.L.P.
                    (included in Exhibit 5.1)

23.2                Consent of Arthur Andersen
                    LLP, independent certified
                    public accountants.

24.1                Power of Attorney and
                    Certified Resolution.

99.1                Ruddick Corporation 1995
                    Comprehensive Stock Option
                    Plan, incorporated herein
                    by reference to Exhibit
                    10.1 of the Registrant's
                    Quarterly Report on Form
                    10-Q for the quarterly
                    period ended June 30, 1996
                    (Commission File No. 1-6905).

99.2                Provisions of North
                    Carolina law relating to
                    indemnification.