As  filed  with  the  Securities and Exchange Commission on November 12, 1998.
                                         Registration File No. 333-_________

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549
                            ----------------
                                FORM S-8
                         REGISTRATION STATEMENT
                                  UNDER
                       THE SECURITIES ACT OF 1933
                    RYAN'S FAMILY STEAK HOUSES, INC.
         (Exact name of registrant as specified in its charter)
                                    
South Carolina                                 57-0657895
(State or Other Jurisdiction of  (I.R.S. Employer Identification No.)
Incorporation or Organization)
                      405 Lancaster Avenue (29650)
                           Post Office Box 100
                       Greer, South Carolina 29652
                               (864) 879-1000
      (Address, Including Zip Code, of Principal Executive Offices)
                                    
                                    
         RYAN'S FAMILY STEAK HOUSES, INC. 1998 STOCK OPTION PLAN
                        (Full Title of the Plan)
                                    
          Charles D. Way, President and Chief Executive Officer
                    Ryan's Family Steak Houses, Inc.
                      405 Lancaster Avenue (29650)
                           Post Office Box 100
                       Greer, South Carolina 29652
                               (864) 879-1000
   (Name, address, and telephone number, including area code, of agent
                              for service)

                           Copies to:
                      Eric K. Graben, Esq.
             Wyche, Burgess, Freeman & Parham, P.A.
                      Post Office Box 728
             Greenville, South Carolina 29602-0728
                         (864) 242-8200

                CALCULATION OF REGISTRATION FEE


                                  Proposed Maximum Proposed Maximum
Title of Securities  Amount to    Offering Price   Aggregate        Amount of
to be Registered    be Registered Per Share(1)  Offering Price (1) Registration 
                                                                      Fee(1)

Common Stock     3,000,000 shares  $11.5625       $34,687,500.00    $9,643.13



(1)  Pursuant to Rule 457(c) and (h), the average of the high and low
prices reported on the Nasdaq National Market System on November 6,
1998 (as published in the Wall Street Journal) is used for purposes of
calculating the registration fee.

 The Exhibit Index is on page 9 of this Registration Statement.

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

Item 1.   Plan Information.

     Not  included  in this registration statement (the  "Registration
Statement")  but  provided or to be provided to  Ryan's  Family  Steak
Houses,  Inc.'s  (the "Company") 1998 Stock Option Plan  (the  "Plan")
participants pursuant to Rule 428(b) of the Securities Act of 1993, as
amended (the "Securities Act").

Item 2.   Registrant Information and Employee Plan Annual Information.

     Not included in this Registration Statement but provided or to be
provided  to  Plan  participants  pursuant  to  Rule  428(b)  of   the
Securities Act.


                            PART II:
                  INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The   following   documents  or  portions  thereof   are   hereby
incorporated by reference:

The  Company's  Annual Report on Form 10-K for the fiscal  year  ended
December 31, 1997 (Commission File No. 0-10943).

All  other reports filed by the Company pursuant to Section  13(a)  or
15(d)  of  the Securities Exchange Act of 1934, as amended, since  the
end of the Company's 1997 fiscal year.

The  description  of  the  Company's common  stock  contained  in  the
registrant's   Form  8-A  filed  with  the  Securities  and   Exchange
Commission, including any amendments thereto or reports filed for  the
purpose of updating such description (Commission File No. 0-10943).

     All  documents  subsequently filed by  the  Company  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act  of
1934,  as  amended, prior to the filing of a post-effective  amendment
which  indicates that all securities offered have been sold  or  which
deregisters all securities then remaining unsold, shall be  deemed  to
be  incorporated by reference in this Registration Statement and to be
part thereof from the date of filing of such documents.



Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     The  law  firm of Wyche, Burgess, Freeman & Parham, P.A., located
in  Greenville,  South  Carolina, is  counsel  to  the  registrant  in
connection with this Registration Statement and has passed on  certain
aspects  of  the legality of the common stock covered hereby.   As  of
November 3, 1998, attorneys of Wyche, Burgess, Freeman & Parham, P.A.,
beneficially  owned in the aggregate 73,735 of the outstanding  shares
of  common  stock of the registrant.  In addition, James M. Shoemaker,
Jr., a member of Wyche, Burgess, Freeman & Parham, P.A., is a director
of the Company.

Item 6.   Indemnification of Directors and Officers.

     Article  V  of  the  Company's By-Laws, as amended,  provides  as
follows:

     Section  5.1     Indemnification of Directors.   The  Corporation
shall indemnify any individual made a party to a proceeding because he
is  or was a director of the corporation against liability incurred in
the proceeding to the fullest extent permitted by law.

     Section  5.2     Advance Expenses for Directors.  The Corporation
shall  pay  for  or reimburse the reasonable expenses  incurred  by  a
director  who  is  a  party  to  a  proceeding  in  advance  of  final
disposition of the proceeding to the fullest extent permitted by law.

     Section 5.3    Indemnification of Officers, Agents, and Employees
Who  Are  Not  Directors.  The board of directors  may  indemnify  and
advance   expenses  to  any  officer,  employee,  or  agent   of   the
corporation, who is not a director of the corporation, to any  extent,
consistent  with  public  policy, as  determined  by  the  general  or
specific action of the board of directors.

     Sections   33-8-500  et  seq.  of  the  South  Carolina  Business
Corporation Act of 1988, as amended, providing for indemnification  of
directors are contained in Exhibit 99.2 of this Registration Statement
and are incorporated herein by reference.

     The Articles of Amendment to the Articles of Incorporation of the
registrant  filed with the South Carolina Secretary of State's  office
on May 25, 1989 provide as follows:

     A  director of the corporation shall not be personally liable  to
the  corporation or any of its shareholders for monetary  damages  for
breach  of  fiduciary duty as a director, provided that this provision
shall  not be deemed to eliminate or limit the liability of a director
(i)  for  any  breach  of  the  director's  duty  of  loyalty  to  the
corporation  or  its stockholders; (ii) for acts or omissions  not  in
good faith or which involved gross negligence, intentional misconduct,
or a knowing violation of law; (iii) imposed under Section 33-8-330 of
the   South  Carolina  Business  Corporation  Act  of  1988  (improper
distribution to shareholder); or (iv) for any transaction  from  which
the director derived an improper personal benefit.

     The  Plan  provides  for indemnification of the  members  of  the
Committee,  defined in the Plan as the compensation committee  of  the
Company's board of directors which administers the Plan, as follows:

     In  addition to such other rights of indemnification as they  may
have  as members of the Board, the members of the Committee shall,  to
the  fullest  extent permitted by law, be indemnified by  the  Company
against  the reasonable expenses, including attorney's fees,  actually
and necessarily incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to which
they  or  any of them may be a party by reason of any action taken  or
failure  to  act under or in connection with the Plan  or  any  Option
granted thereunder, and against all amounts paid by them in settlement
thereof  (provided  such settlement is approved by  independent  legal
counsel selected by the Company) or paid by them in satisfaction of  a
judgment in any such action, suit or proceeding, except in relation to
matters  as  to  which it shall be adjudged in such  action,  suit  or
proceeding that such Board member (or Committee member, as applicable)
is liable for gross negligence or misconduct in the performance of his
or  her duties; provided that within 60 days after institution of  any
such action, suit or proceeding the Board member (or Committee member,
as  applicable) shall in writing offer the Company the opportunity, at
its own expense, to handle and defend the same.

Item 7.   Exemption From Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

Exhibit

4.1  Articles of Incorporation, as amended through April 24, 1986, and
Bylaws of the Company: Incorporated by reference to Exhibits 4(a)  and
4(b) from the Registration Statement of the Company filed with the SEC
on Form S-3 (Commission file no. 33-7245).

4.2  Articles of Amendment to the Articles of Incorporation, dated April
22,  1987:   Incorporated by  reference to Exhibit 3.2 to  the  Annual
Report  on  Form 10-K for the period ended January 1, 1992 (Commission
file no. 0-10943) (the "1991 10-K").

4.3   Amendment  to  By-Laws of the Company, dated October  25,  1990:
Incorporated by reference to Exhibit 3.3 to the 1991 10-K.

4.4  Articles of Amendment to the Articles of Incorporation, dated May 25,
1989:   Incorporated by reference to Exhibit 4.3 to  the  Registration
Statement  of  the Company filed with the SEC on Form S-8  (Commission
file no. 33-53834).

4.5   Specimen  of Company common stock certificate:  Incorporated  by
reference to Exhibit 4.1 to the 1991 10-K.

4.6.1     Credit Agreement dated as of June 5, 1996 among Ryan's Family
Steak  Houses,  Inc., Wachovia Bank of Georgia, N.A.,  as  Agent,  and
certain   other  banks  (the  "Credit  Agreement"):  Incorporated   by
reference to Exhibit 10.18 to the Annual Report on Form 10-K  for  the
period ended January 1, 1997 (Commission file no. 0-10943).

4.6.2     First Amendment to Credit Agreement dated as of October 9, 1998
among  Ryan's  Family Steak Houses, Inc., Wachovia Bank,  N.A.  (f/k/a
Wachovia Bank of Georgia, N.A.), as Agent, SunTrust Bank, Atlanta, The
Bank of Tokyo-Mitsubishi, Ltd., Atlanta Agency and Wachovia Bank, N.A.
(f/k/a Wachovia Bank of South Carolina, N.A.) as a Bank.

5.1  Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality
of shares of the Company.

23.1 Consent of Wyche, Burgess, Freeman & Parham, P.A.-- contained  in
Exhibit 5.1.

23.2 Consent of KPMG Peat Marwick LLP.

24.1 Power of Attorney -- contained on the signature page of this filing.

99.1 Ryan's Family Steak Houses, Inc. 1998 Stock Option Plan:  Incorporated
by reference to Exhibit A to the Proxy Statement of the Company, dated
March  27,  1998,  filed  with  respect  to  the  Annual  Meeting   of
Shareholders held on April 30, 1998 (Commission file no. 0-10943).

99.2  Sections  33-8-500  to 33-8-580 of the South  Carolina  Business
Corporations Act of 1988, as amended (which govern indemnification  of
directors).

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 of 1933;

     (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, Form S-8 or Form F-
3,  and  the  information required to be included in a  post-effective
amendment  by those paragraphs is contained in periodic reports  filed
with  or  furnished  to the Commission by the registrant  pursuant  to
Section  13 or 15(d) of the Securities Exchange Act of 1934  that  are
incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities  Act of 1933, 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  of
1933,  each  filing  of  the registrant's annual  report  pursuant  to
Section  13(a) or 15(d) of the Securities Exchange Act of  1934  (and,
where  applicable,  each filing of an employee benefit  plan's  annual
report  pursuant  to Section 15(d) of the Securities Exchange  Act  of
1934)  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.

     (h)  Insofar as indemnification for liabilities arising under the
Securities  Act  of 1933 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 Act and is,  therefore,
unenforceable.  In the event that a claim for indemnification  against
such liabilities (other than the 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  Act  and  will  be
governed by the final adjudication of such issue.

                               SIGNATURES

     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 Greer, State of
South Carolina, as of November 6, 1998.

                              Ryan's Family Steak Houses, Inc.

                               By:  /s/ Charles D. Way
                                   Charles D. Way
                                   President   and   Chief   Executive
Officer
                                    
                                    
                            POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE PRESENTS, that  each  person  whose
signature appears below constitutes and appoints Charles D. Way,  Fred
T.  Grant,  Jr.  and Janet J. Gleitz, and each of them,  as  true  and
lawful  attorneys-in-fact and agents, with full power of  substitution
and  resubstitution, for him or her and in his or her name, place  and
stead,  in  any  and  all capacities, to sign any and  all  amendments
(including  pre-effective  and  post-effective  amendments)  to   this
registration  statement,  and  to file the  same,  with  all  exhibits
thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange Commission and the Nasdaq  National  Market,
granting  unto  said attorneys-in-fact and agents, and each  of  them,
full  power  and authority to do and perform each and  every  act  and
thing requisite and necessary to be done in and about the premises, as
fully  to all intents and purposes as he or she might or could  do  in
person,  hereby ratifying and confirming all which said  attorneys-in-
fact  and agents or any of them, or their or his or her substitute  or
substitutes, may lawfully do, or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,  this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated:

Signature                   Title                    Date

/s/  Charles D. Way   President, Chief Executive Officer    November 6, 1998
Charles D. Way        and Director

/s/  Fred  T.  Grant, Jr. Vice-President Finance, Treasurer, November 6, 1998
Fred T. Grant, Jr.    and Assistant Secretary (Principal
                      Financial and Accounting Officer)
                    
/s/  G.  Edwin  McCranie Executive  Vice President           November 6, 1998
G. Edwin McCranie         and Director

/s/ Barry L. Edwards     Director                            November 6, 1998
Barry L. Edwards

/s/ James M. Shoemaker, Jr. Director                         November 6, 1998
James M. Shoemaker, Jr.

/s/  Harold K. Roberts      Director                         November 6, 1998
Harold K. Roberts, Jr.

/s/ James D. Cockman        Director                         November 6, 1998
James D. Cockman

/s/  Brian S. MacKenzie     Director                         November 6, 1998
Brian S. MacKenzie


            [Remainder of this page intentionally left blank]

                   INDEX TO EXHIBITS CONTAINED HEREIN

Exhibit   Page

4.1            Articles of Incorporation, as amended through April 24, 1986, and
Bylaws of the Company: Incorporated by reference to Exhibits 4(a)  and
4(b) from the Registration Statement of the Company filed with the SEC
on Form S-3 (Commission file no. 33-7245).

4.2            Articles of Amendment to the Articles of Incorporation, dated
April  22,  1987:  Incorporated by  reference to Exhibit  3.2  to  the
Annual  Report  on  Form  10-K for the period ended  January  1,  1992
(Commission file no. 0-10943) (the "1991 10-K").

4.3            Amendment to By-Laws of the Company, dated October 25, 1990:
Incorporated by reference to Exhibit 3.3 to the 1991 10-K.

4.4            Articles of Amendment to the Articles of Incorporation, dated May
25,   1989:   Incorporated  by  reference  to  Exhibit  4.3   to   the
Registration Statement of the Company filed with the SEC on  Form  S-8
(Commission file no. 33-53834).

4.5            Specimen of Company common stock certificate:  Incorporated by
reference to Exhibit 4.1 to the 1991 10-K.

4.6.1          Credit Agreement dated as of June 5, 1996 among Ryan's Family
Steak  Houses,  Inc., Wachovia Bank of Georgia, N.A.,  as  Agent,  and
certain   other  banks  (the  "Credit  Agreement"):  Incorporated   by
reference to Exhibit 10.18 to the Annual Report on Form 10-K  for  the
period ended January 1, 1997 (Commission file no. 0-10943).

4.6.2     p. 10     First Amendment to Credit Agreement dated as of October 9,
1998  among  Ryan's  Family Steak Houses, Inc.,  Wachovia  Bank,  N.A.
(f/k/a  Wachovia  Bank  of Georgia, N.A.), as Agent,   SunTrust  Bank,
Atlanta,  The  Bank  of  Tokyo-Mitsubishi, Ltd.,  Atlanta  Agency  and
Wachovia Bank, N.A. (f/k/a Wachovia Bank of South Carolina, N.A.) as a
Bank.

5.1       p. 15     Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding
legality of shares of the Company.

23.1           Consent of Wyche, Burgess, Freeman & Parham, P.A.-- contained in
Exhibit 5.1.

23.2      p. 17     Consent of KPMG Peat Marwick LLP.

24.1      p. 7 Power of Attorney -- contained on the signature page of this
filing.

99.1           Ryan's Family Steak Houses, Inc. 1998 Stock Option Plan:
Incorporated by reference to Exhibit A to the Proxy Statement  of  the
Company,  dated  March  27, 1998, filed with  respect  to  the  Annual
Meeting  of Shareholders held on April 30, 1998 (Commission  file  no.
0-10943).

99.2      p. 18     Sections 33-8-500 to 33-8-580 of the South Carolina Business
Corporations Act of 1988, as amended (which govern indemnification  of
directors).
                                                         Exhibit 4.6.2

                  FIRST AMENDMENT TO CREDIT AGREEMENT


          THIS  FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
is made as of the 9th day of October, 1998, by and among RYAN'S FAMILY
STEAK  HOUSES,  INC., a South Carolina corporation  (the  "Borrower"),
WACHOVIA  BANK,  N.A.  (formerly known as Wachovia  Bank  of  Georgia,
N.A.), as Agent, SUNTRUST BANK, ATLANTA, THE BANK OF TOKYO-MITSUBISHI,
LTD.,  ATLANTA  AGENCY  and WACHOVIA BANK,  N.A.  (formerly  known  as
Wachovia  Bank  of  South  Carolina, N.A.), as  a  Bank  (collectively
referred to herein as the "Banks").

                            R E C I T A L S:

          The  Borrower, the Agent, and the Banks have entered into  a
certain  Credit Agreement dated June 5, 1996 (the "Credit Agreement").
Capitalized  terms  used  in this Amendment which  are  not  otherwise
defined  in this Amendment shall have the respective meanings assigned
to them in the Credit Agreement.

          The  Borrower has requested the Agent and the Banks to amend
the  Credit  Agreement upon the terms and conditions  hereinafter  set
forth.

          NOW,  THEREFORE,  in consideration of the Recitals  and  the
mutual  promises  contained herein and for  other  good  and  valuable
consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Borrower, the Agent and the Banks, intending  to  be
legally bound hereby, agree as follows:

          SECTION 1.  Recitals.  The Recitals are incorporated  herein
by reference and shall be deemed to be a part of this Amendment.

          SECTION  2.   Amendments.  The Credit  Agreement  is  hereby
amended as set forth in this Section 2.

          SECTION  2.1.   Amendment to Section  1.01.   The  following
definitions are hereby added to Section 1.01 of the Credit Agreement:

     "Y2K Plan" has the meaning set forth in Section 4.19.

     "Year  2000 Compliant and Ready" as used herein means  that:  (A)
the  Borrower's  and its Subsidiaries' hardware and  software  systems
with respect to the operation of its business and its general business
plan  will:  (i) handle date information involving any and  all  dates
before,  during  and/or  after January 1,  2000,  including  accepting
input,  providing output and performing date calculations in whole  or
in  part;  (ii)  operate, accurately without interruption  on  and  in
respect  of  any and all dates before, during and/or after January  1,
2000  and  without  any change in performance,  and  (iii)  store  and
provide  date input information without creating any ambiguity  as  to
the  century; and (B) the Borrower has developed alternative plans  to
ensure  business continuity in the event of the failure of any or  all
of items (i) through (iii) above.

          2.02 Addition of Section 4.19.  A new section, Section 4.19,
is  hereby  added to the Credit Agreement to read in its  entirety  as
follows:

The Borrower has developed and has delivered to the Agent and Banks  a
comprehensive  plan (the "Y2K Plan" which term includes  any  and  all
existing  and future amendments) for insuring that the Borrower's  and
its Subsidiaries' software and hardware systems which impact or affect
in   any  way  the  business  operations  of  the  Borrower  and   its
Subsidiaries will be Year 2000 Compliant and Ready.  The Borrower  and
its  Subsidiaries  has  met  the Y2K Plan  milestones  such  that  all
hardware  and software systems will be Year 2000 Compliant  and  Ready
(including all internal and external testing) in accordance  with  the
Y2K Plan.

          2.03  Amendment to Section 5.01(j) and Addition of  Sections
5.01(k), (l) and (m).  Section 5.01 of the Credit Agreement is  hereby
amended  to  amend and restate subsection (j) and add new  subsections
(k), (l) and (m) to read as follows:

               (j)   simultaneously with the delivery of each  set  of
annual  and  quarterly financial statements referred to in  paragraphs
(a) and (b) above, a statement of its Chief Executive Officer or Chief
Financial  Officer  to  the  effect that nothing  has  come  to  their
attention  to cause them to believe that the Y2K Plan milestones  have
not   been  met  in  a  manner  such  that  the  Borrower's  and   its
Subsidiaries'  hardware and software systems will  not  be  Year  2000
Compliant and Ready in accordance with the Y2K Plan;

               (k)  within 5 Domestic Business Days after the Borrower
becomes  aware of any deviations from the Y2K Plan which  would  cause
compliance  with the Y2K Plan to be delayed beyond or not achieved  on
or  before  September  30, 1999, a statement of  its  Chief  Executive
Officer  or Chief Financial Officer setting forth the details  thereof
and  the action which the Borrower is taking or proposes to take  with
respect thereto;

               (l)   promptly upon the receipt thereof, a copy of  any
third  party assessments of the Borrower's Y2K Plan together with  any
recommendations  made by such third party with respect  to  Year  2000
compliance; and

               (m)   from  time  to  time such additional  information
regarding the financial position or business of the Borrower  and  its
Subsidiaries as the Agent, at the request of any Bank, may  reasonably
request.

          2.04 Addition of Section 5.22.  A new section, Section 5.22,
is  hereby  added to the Credit Agreement to read in its  entirety  as
follows:

          "SECTION  5.22.   Y2K  Plan.  The  Borrower  will  meet  the
milestones contained in the Y2K Plan in all material respects and will
have  all hardware and software systems Year 2000 Compliant and  Ready
(including  all internal and external testing) on or before  September
30, 1999."

          2.05  Amendment  and Restatement of Section  5.03.   Section
5.03 of the Credit Agreement is hereby amended and restated to read in
its entirety as follows:

          "SECTION  5.03.  Ratio of Consolidated Funded Debt to  Total
Consolidated Capitalization.  The ratio of Consolidated Funded Debt to
Total Consolidated Capitalization will at all times be less than  0.45
to 1.00."

          2.06  Amendment  and Restatement of Section  5.04.   Section
5.04 of the Credit Agreement is hereby amended and restated to read in
its entirety as follows:

          "SECTION    5.04.    Minimum   Consolidated    Net    Worth.
Consolidated Net Worth will at no time be less than $255,000,000."

          2.07  Amendment and Restatement of Section 2.05(a).  Section
2.05(a) of the Credit Agreement is hereby amended and restated to read
in its entirety as follows:

          "SECTION  2.05.   Interest Rates.  (a)  "Applicable  Margin"
means:   (1) prior to June 30, 1999, (i) for any Base Rate  Loan,  0%;
and (ii) for any Euro-Dollar Loan, 0.50%; and (2) on June 30, 1999 and
at  all times thereafter, (i) for any Base Rate Loan, 0.25%; and  (ii)
for any Euro-Dollar Loan, 0.75%."

          SECTION  3.  Conditions to Effectiveness.  The effectiveness
of  this  Amendment  and the obligations of the  Banks  hereunder  are
subject  to the following conditions, unless the Required Banks  waive
such conditions:

          (a)  receipt by the Agent from each of the parties hereto of
a  duly  executed counterpart of this Amendment signed by such  party;
and

          (b)  the fact that the representations and warranties of the
Borrower contained in Section 5 of this Amendment shall be true on and
as of the date hereof.

          SECTION  4.   No Other Amendment.  Except for the amendments
set  forth  above,  the  text  of the Credit  Agreement  shall  remain
unchanged  and  in  full  force and effect.   This  Amendment  is  not
intended  to  effect, nor shall it be construed as, a  novation.   The
Credit Agreement and this Amendment shall be construed together  as  a
single  agreement.  Nothing herein contained shall waive, annul,  vary
or affect any provision, condition, covenant or agreement contained in
the  Credit Agreement, except as herein amended, nor affect nor impair
any  rights, powers or remedies under the Credit Agreement  as  hereby
amended.   The  Banks  and the Agent do hereby reserve  all  of  their
rights  and  remedies against all parties who may be or may  hereafter
become  secondarily  liable  for the  repayment  of  the  Notes.   The
Borrower  promises  and  agrees to perform all  of  the  requirements,
conditions, agreements and obligations under the terms of  the  Credit
Agreement, as heretofore and hereby amended, the Credit Agreement,  as
amended,  being  hereby ratified and affirmed.   The  Borrower  hereby
expressly  agrees that the Credit Agreement, as amended,  is  in  full
force and effect.
          
          SECTION  5.   Representations and Warranties.  The  Borrower
hereby represents and warrants to each of the Banks as follows:

          (a)   No  Default or Event of Default, nor any  act,  event,
condition or circumstance which with the passage of time or the giving
of  notice, or both, would constitute an Event of Default,  under  the
Credit  Agreement  or  any other Loan Document  has  occurred  and  is
continuing unwaived by the Banks on the date hereof.

          (b)   The Borrower has the power and authority to enter into
this  Amendment  and  to do all acts and things  as  are  required  or
contemplated  hereunder,  or thereunder,  to  be  done,  observed  and
performed by it.

          (c)   This  Amendment  has  been  duly  authorized,  validly
executed  and  delivered  by one or more authorized  officers  of  the
Borrower  and constitute legal, valid and binding obligations  of  the
Borrower  enforceable  against  it in  accordance  with  their  terms,
provided that such enforceability is subject to general principles  of
equity.

          (d)   The execution and delivery of this Amendment  and  the
Borrower's  performance hereunder and thereunder do not and  will  not
require  the  consent  or  approval of  any  regulatory  authority  or
governmental  authority  or  agency  having  jurisdiction   over   the
Borrower, nor be in contravention of or in conflict with the  articles
of  incorporation or bylaws of the Borrower, or the provision  of  any
statute, or any judgment, order or indenture, instrument, agreement or
undertaking, to which the Borrower is party or by which the Borrower's
assets or properties are or may become bound.

          SECTION 6.  Counterparts.  This Amendment may be executed in
multiple counterparts, each of which shall be deemed to be an original
and  all  of which, taken together, shall constitute one and the  same
agreement.

          SECTION   7.   Governing  Law.   This  Amendment  shall   be
considered in accordance with and governed by the laws of the State of
Georgia.

          SECTION  8.   Up-front Fee.  On the date of this  Amendment,
the  Borrower shall pay to the Agent for the ratable account  of  each
Bank  an  up-front  fee  equal  to the product  of:  (i)  such  Bank's
Commitment on the date of this Amendment, times (ii) 0.03%.

          IN  WITNESS  WHEREOF, the parties hereto have  executed  and
delivered, or have caused their respective duly authorized officers or
representatives to execute and deliver, this Amendment as of  the  day
and year first above written.


                              BORROWER:

RYAN'S FAMILY STEAK HOUSES, INC.


                              By:   /s/ Fred Grant, Jr.
                              Title: VP - Finance





           [Remainder of this page intentionally left blank]
WACHOVIA  BANK,  N.A.  (formerly known as Wachovia  Bank  of  Georgia,
N.A.),
                              as Agent


                              By:_____________________________________

                              Title:__________________________________
                              
                              [Hard page return]


WACHOVIA  BANK,  N.A.  (formerly  known  as  Wachovia  Bank  of  South
Carolina, N.A.),
                              as a Bank


                              By:_____________________________________
                              Title:__________________________________


                              [Hard page return]


                              SUNTRUST BANK, ATLANTA


                              By:_____________________________________

                              Title:__________________________________



                              By:_____________________________________

                              Title:__________________________________


                              [Hard page return]


THE BANK OF TOKYO-MITSUBISHI, LTD., ATLANTA AGENCY


                              By:_____________________________________

                              Title:__________________________________



                                                           Exhibit 5.1

              [Wyche, Burgess, Freeman & Parham Letterhead]
                                    
                            November 6, 1998


Ryan's Family Steak Houses, Inc.
Post Office Box 100
Greer, South Carolina 29652


Re:  Opinion re Legality of shares issued pursuant to the Registration
Statement  on Form S-8 of Ryan's Family Steak Houses, Inc. 1998  Stock
Option Plan


Ladies and Gentlemen:

     The  opinion  set  forth below is rendered with  respect  to  the
3,000,000  shares, $1.00 par value, of common stock of  Ryan's  Family
Steak Houses, Inc., a South Carolina corporation (the "Company"), that
will be registered with the Securities and Exchange Commission by  the
above-referenced Registration Statement on Form S-8  pursuant  to  the
Securities  Act of 1933, as amended, in connection with the  Company's
1998  Stock Option Plan (the "Plan").  We have examined the  Company's
Articles  of  Incorporation,  and  all  amendments  thereto,  and  the
Company's  By-Laws,  as  amended, and  reviewed  the  records  of  the
Company's  corporate proceedings.  We have made such investigation  of
law  as we have deemed necessary in order to enable us to render  this
opinion.   With  respect  to  matters of fact,  we  have  relied  upon
information   provided   to  us  by  the  Company   and   no   further
investigation.   With  respect  to all  examined  documents,  we  have
assumed  the  genuineness of all signatures, the authenticity  of  all
documents  submitted to us as originals, the conformity  to  authentic
originals of all documents submitted to us as copies and the  accuracy
and completeness of the information contained therein.

     Based  on  and  subject  to  the foregoing  and  subject  to  the
comments,  limitations and qualifications set forth below, we  are  of
the  opinion  that upon satisfaction of the exercisability  and  other
conditions  set forth in the Plan and in the applicable  stock  option
agreement  or  letter  and payment of the applicable  exercise  price,
shares  of  the Company's common stock covered by the above-referenced
Registration Statement that are issued after the date hereof under and
in compliance with the terms of the Plan will be legally issued, fully
paid to the Company and non-assessable.

     The  foregoing opinion is limited to matters governed by the laws
of  the  State of South Carolina in force on the date of this  letter.
We  express no opinion with regard to any matter that may be (or  that
purports  to  be)  governed  by  the  laws  of  any  other  state   or
jurisdiction  or  any  political subdivision of  the  State  of  South
Carolina.   In  addition, we express no opinion with  respect  to  any
matter  arising  under  or  governed by  the  South  Carolina  Uniform
Securities Act, as amended, any law respecting disclosure or  any  law
respecting any environmental matter.
     
     This  opinion  is  rendered as of the date  of  this  letter  and
applies only to the matters specifically covered by this opinion,  and
we  disclaim any continuing responsibility for matters occurring after
the date of this letter.

     Except  as noted below, this opinion is rendered solely for  your
benefit in connection with the above-referenced Registration Statement
on  Form  S-8  respecting shares of the Company's common stock  to  be
issued  under the Plan and may not be relied upon, quoted or  used  by
any  other person or entity, other than participants in the  Plan,  or
for any other purpose without our prior written consent.

     We consent to the use of this opinion as an exhibit to the above-
referenced Registration Statement on Form S-8 respecting shares of the
Company's  common stock to be issued under the Plan.  We also  consent
to  the use of our name under the heading "Item 5: Interests of  Named
Experts and Counsel."

                         Very truly yours,

                         /s/ WYCHE, BURGESS, FREEMAN & PARHAM, P.A.

                         WYCHE, BURGESS, FREEMAN & PARHAM, P.A.

                                                          Exhibit 23.2

     


                      INDEPENDENT AUDITORS' CONSENT



The Board of Directors
Ryan's Family Steak Houses, Inc.:


We consent to incorporation by reference in the Registration Statement
on Form S-8 of Ryan's Family Steak Houses, Inc. 1998 Stock Option Plan
of  our  report  dated January 21, 1998, relating to the  consolidated
balance sheets of Ryan's Family Steak Houses, Inc. as of December  31,
1997  and January 1, 1997, and the related consolidated statements  of
earnings and cash flows for each of the years in the three-year period
ended  December  31, 1997, which report appears in  the  December  31,
1997,  annual  report  of  Ryan's Family Steak  Houses,  Inc.  and  is
incorporated by reference in the December 31, 1997, annual  report  on
Form 10-K of Ryan's Family Steak Houses, Inc.


                                                       /s/ KPMG Peat
Marwick LLP

Greenville, South Carolina
November 6, 1998
                                                         Exhibit 99.2

             CODE OF LAWS OF SOUTH CAROLINA 1976  ANNOTATED
         TITLE 33.  CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
                   CHAPTER 8.  DIRECTORS AND OFFICERS
                       ARTICLE 5.  INDEMNIFICATION


 33-8-500. Article definitions.

     In this subchapter:

(1)  "Corporation" includes any domestic or foreign predecessor entity of a
corporation   in  a  merger  or  other  transaction   in   which   the
predecessor's existence ceased upon consummation of the transaction.

(2)   "Director"  means an individual who is or was a  director  of  a
corporation  or an individual who, while a director of a  corporation,
is or was serving at the corporation's request as a director, officer,
partner,  trustee, employee, or agent of another foreign  or  domestic
corporation, partnership, joint venture, trust, employee benefit plan,
or  other  enterprise.  A  director is considered  to  be  serving  an
employee  benefit plan at the corporation's request if his  duties  to
the  corporation also impose duties on, or otherwise involve  services
by,  him  to  the plan or to participants in or beneficiaries  of  the
plan. "Director" includes, unless the context requires otherwise,  the
estate or personal representative of a director.

(3)  "Expenses" include counsel fees.

(4)   "Liability" means the obligation to pay a judgment,  settlement,
penalty,  fine  (including an excise tax assessed with respect  to  an
employee  benefit plan), or reasonable expenses incurred with  respect
to a proceeding.

(5)  "Official capacity" means: (i) when used with respect to a director,
the  office  of  director in a corporation; and (ii)  when  used  with
respect  to  an  individual other than a director, as contemplated  in
Section 33-8-560, the office in a corporation held by the officer,  or
the  employment or agency relationship undertaken by the  employee  or
agent  on  behalf  of  the corporation. "Official capacity"  does  not
include service for any other foreign or domestic corporation  or  any
partnership,  joint venture, trust, employee benefit  plan,  or  other
enterprise.

(6)  "Party" includes an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.

(7)  "Proceeding" means any threatened, pending, or completed action, suit,
or   proceeding,   whether   civil,   criminal,   administrative,   or
investigative and whether formal or informal.

 33-8-510. Authority to indemnify.

(a)  Except as provided in subsection (d), a corporation may indemnify an
individual  made  a  party to a proceeding because  he  is  or  was  a
director against liability incurred in the proceeding if:

(1)  he conducted himself in good faith; and

          (2)  he reasonably believed:

(i)  in the case of conduct in his official capacity with the corporation,
that his conduct was in its best interest; and

(ii)      in all other cases, that his conduct was at least not opposed to
its best interest; and

(3)  in the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful.

(b)  A director's conduct with respect to an employee benefit plan for a
purpose  he  reasonably  believed  to  be  in  the  interests  of  the
participants  in  and  beneficiaries  of  the  plan  is  conduct  that
satisfies the requirement of subsection (a)(2)(ii).

(c)   The  termination of a proceeding by judgment, order, settlement,
conviction,  or  upon a plea of nolo contendere or its  equivalent  is
not,  of  itself,  determinative that the director did  not  meet  the
standard of conduct described in this section.

(d)  A corporation may not indemnify a director under this section:

(1)  in connection with a proceeding by or in the right of the corporation
in which the director was adjudged liable to the corporation; or

(2)  in connection with any other proceeding charging improper personal
benefit  to  him,  whether or not involving  action  in  his  official
capacity,  in which he was adjudged liable on the basis that  personal
benefit was improperly received by him.

(e)  Indemnification permitted under this section in connection with a
proceeding  by  or  in  the  right of the corporation  is  limited  to
reasonable expenses incurred in connection with the proceeding.

  33-8-520. Mandatory indemnification.

     Unless  limited by its articles of incorporation,  a  corporation
shall indemnify a director who was wholly successful, on the merits or
otherwise,  in the defense of any proceeding to which he was  a  party
because  he is or was a director of the corporation against reasonable
expenses incurred by him in connection with the proceeding.

 33-8-530. Advance for expenses.

(a)   A  corporation may pay for or reimburse the reasonable  expenses
incurred  by a director who is a party to a proceeding in  advance  of
final disposition of the proceeding if:

(1)  the director furnishes the corporation a written affirmation of his
good faith belief that he has met the standard of conduct described in
Section 33-8-510;

(2)  the director furnishes the corporation a written undertaking, executed
personally  or on his behalf, to repay the advance if it is ultimately
determined that he did not meet the standard of conduct; and

(3)  a determination is made that the facts then known to those making the
determination   would   not   preclude  indemnification   under   this
subchapter.

(b)  The undertaking required by subsection (a)(2) must be an unlimited
general obligation of the director but need not be secured and may  be
accepted without reference to financial ability to make repayment.

(c)  Determinations and authorizations of payments under this section must
be made in the manner specified in Section 33-8-550.

  33-8-540. Court-ordered indemnification.

     Unless   a   corporation's  articles  of  incorporation   provide
otherwise,  a  director  of  the corporation  who  is  a  party  to  a
proceeding  may apply for indemnification to the court conducting  the
proceeding  or to another court of competent jurisdiction. On  receipt
of  an  application,  the  court after giving  any  notice  the  court
considers necessary may order indemnification if it determines:

(1)  the director is entitled to mandatory indemnification under Section
33-8-520, in which case the court also shall order the corporation  to
pay   the   director's   reasonable  expenses   incurred   to   obtain
court-ordered indemnification; or

(2)  the director is fairly and reasonably entitled to indemnification in
view  of  all the relevant circumstances, whether or not  he  met  the
standard  of  conduct set forth in Section 33-8-510  or  was  adjudged
liable as described in Section 33-8-510(d), but if he was adjudged  so
liable his indemnification is limited to reasonable expenses incurred.

 33-8-550. Determination and authorization of indemnification.

(a)  A corporation may not indemnify a director under Section 33-8-510
unless authorized in the specific case after a determination has  been
made  that  indemnification  of the director  is  permissible  in  the
circumstances because he has met the standard of conduct set forth  in
Section 33-8-510.

(b)  The determination must be made:

(1)  by the board of directors by majority vote of a quorum consisting of
directors not at the time parties to the proceeding;

(2)  if a quorum cannot be obtained under subdivision (1), by majority vote
of  a  committee duly designated by the board of directors  (in  which
designation  directors  who are parties may  participate),  consisting
solely  of  two  or  more directors not at the  time  parties  to  the
proceeding;

(3)  by special legal counsel:

(i)  selected by the board of directors or its committee in the manner
prescribed in item (1) or (2); or

(ii)      if a quorum of the board of directors cannot be obtained under
subdivision (1) and a committee cannot be designated under subdivision
(2),  selected  by  majority vote of the full board of  directors  (in
which selection directors who are parties may participate); or

(4)  by the shareholders, but shares owned by or voted under the control of
directors  who are at the time parties to the proceeding  may  not  be
voted on the determination.

(c)  Authorization of indemnification and evaluation as to reasonableness
of  expenses must be made in the same manner as the determination that
indemnification  is permissible, except that, if the determination  is
made  by  special legal counsel, authorization of indemnification  and
evaluation  as  to reasonableness of expenses must be  made  by  those
entitled under subsection (b)(3) to select counsel.

 33-8-560. Indemnification of officers, employees, and agents.

     Unless   a   corporation's  articles  of  incorporation   provide
otherwise:

(1)  an officer of the corporation who is not a director is entitled to
mandatory  indemnification under Section 33-8-520, and is entitled  to
apply  for  court-ordered indemnification under Section  33-8-540,  in
each case to the same extent as a director;

(2)   the  corporation may indemnify and advance expenses  under  this
subchapter to an officer, employee, or agent of the corporation who is
not a director to the same extent as to a director; and

(3)  a corporation also may indemnify and advance expenses to an officer,
employee,  or  agent  who is not a director to the extent,  consistent
with  public  policy,  that  may  be  provided  by  its  articles   of
incorporation,  bylaws, general or specific action  of  its  board  of
directors, or contract.

 33-8-570. Insurance.

     A corporation may purchase and maintain insurance on behalf of an
individual  who is or was a director, officer, employee, or  agent  of
the corporation, or who, while a director, officer, employee, or agent
of  the  corporation,  is  or  was  serving  at  the  request  of  the
corporation  as  a director, officer, partner, trustee,  employee,  or
agent  of another foreign or domestic corporation, partnership,  joint
venture,  trust,  employee benefit plan, or other enterprise,  against
liability  asserted  against or incurred by him in  that  capacity  or
arising  from his status as a director, officer, employee,  or  agent,
whether  or  not  the corporation would have power  to  indemnify  him
against the same liability under Section 33-8-510 or 33-8-520.

 33-8-580. Application of article.

(a)  A provision treating a corporation's indemnification of or advance for
expenses   to   directors  that  is  contained  in  its  articles   of
incorporation, bylaws, a resolution of its shareholders  or  board  of
directors, or in a contract or otherwise is valid only if and  to  the
extent  the provision is consistent with this article. If articles  of
incorporation   limit   indemnification  or  advance   for   expenses,
indemnification and advance for expenses are valid only to the  extent
consistent with the articles.

(b)  This article does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with his appearance as a
witness  in a proceeding at a time when he has not been made  a  named
defendant or respondent to the proceeding.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 51418}]
{"company-data": {"conformed-name": "RYANS FAMILY STEAKHOUSES INC", "cik": "0000355622", "assigned-sic": "5812", "irs-number": "570657895", "state-of-incorporation": "SC", "fiscal-year-end": "0101"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67165", "film-number": "98745929"}, "business-address": {"street1": "405 LANCASTER AVE", "street2": "PO BOX 100", "city": "GREER", "state": "SC", "zip": "29652", "phone": "8648791000"}, "mail-address": {"street1": "405 LANCASTER AVE", "street2": "P O BOX 100", "city": "GREER", "state": "SC", "zip": "29652"}}
As  filed  with  the  Securities and Exchange Commission on November 12, 1998.
                                         Registration File No. 333-_________

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549
                            ----------------
                                FORM S-8
                         REGISTRATION STATEMENT
                                  UNDER
                       THE SECURITIES ACT OF 1933
                    RYAN'S FAMILY STEAK HOUSES, INC.
         (Exact name of registrant as specified in its charter)
                                    
South Carolina                                 57-0657895
(State or Other Jurisdiction of  (I.R.S. Employer Identification No.)
Incorporation or Organization)
                      405 Lancaster Avenue (29650)
                           Post Office Box 100
                       Greer, South Carolina 29652
                               (864) 879-1000
      (Address, Including Zip Code, of Principal Executive Offices)
                                    
                                    
         RYAN'S FAMILY STEAK HOUSES, INC. 1998 STOCK OPTION PLAN
                        (Full Title of the Plan)
                                    
          Charles D. Way, President and Chief Executive Officer
                    Ryan's Family Steak Houses, Inc.
                      405 Lancaster Avenue (29650)
                           Post Office Box 100
                       Greer, South Carolina 29652
                               (864) 879-1000
   (Name, address, and telephone number, including area code, of agent
                              for service)

                           Copies to:
                      Eric K. Graben, Esq.
             Wyche, Burgess, Freeman & Parham, P.A.
                      Post Office Box 728
             Greenville, South Carolina 29602-0728
                         (864) 242-8200

                CALCULATION OF REGISTRATION FEE

                                  Proposed Maximum Proposed Maximum
Title of Securities  Amount to    Offering Price   Aggregate        Amount of
to be Registered    be Registered Per Share(1)  Offering Price (1) Registration 
                                                                      Fee(1)

Common Stock     3,000,000 shares  $11.5625       $34,687,500.00    $9,643.13

(1)  Pursuant to Rule 457(c) and (h), the average of the high and low
prices reported on the Nasdaq National Market System on November 6,
1998 (as published in the Wall Street Journal) is used for purposes of
calculating the registration fee.

 The Exhibit Index is on page 9 of this Registration Statement.

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

Item 1.   Plan Information.

     Not  included  in this registration statement (the  "Registration
Statement")  but  provided or to be provided to  Ryan's  Family  Steak
Houses,  Inc.'s  (the "Company") 1998 Stock Option Plan  (the  "Plan")
participants pursuant to Rule 428(b) of the Securities Act of 1993, as
amended (the "Securities Act").

Item 2.   Registrant Information and Employee Plan Annual Information.

     Not included in this Registration Statement but provided or to be
provided  to  Plan  participants  pursuant  to  Rule  428(b)  of   the
Securities Act.

                            PART II:
                  INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The   following   documents  or  portions  thereof   are   hereby
incorporated by reference:

The  Company's  Annual Report on Form 10-K for the fiscal  year  ended
December 31, 1997 (Commission File No. 0-10943).

All  other reports filed by the Company pursuant to Section  13(a)  or
15(d)  of  the Securities Exchange Act of 1934, as amended, since  the
end of the Company's 1997 fiscal year.

The  description  of  the  Company's common  stock  contained  in  the
registrant's   Form  8-A  filed  with  the  Securities  and   Exchange
Commission, including any amendments thereto or reports filed for  the
purpose of updating such description (Commission File No. 0-10943).

     All  documents  subsequently filed by  the  Company  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act  of
1934,  as  amended, prior to the filing of a post-effective  amendment
which  indicates that all securities offered have been sold  or  which
deregisters all securities then remaining unsold, shall be  deemed  to
be  incorporated by reference in this Registration Statement and to be
part thereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     The  law  firm of Wyche, Burgess, Freeman & Parham, P.A., located
in  Greenville,  South  Carolina, is  counsel  to  the  registrant  in
connection with this Registration Statement and has passed on  certain
aspects  of  the legality of the common stock covered hereby.   As  of
November 3, 1998, attorneys of Wyche, Burgess, Freeman & Parham, P.A.,
beneficially  owned in the aggregate 73,735 of the outstanding  shares
of  common  stock of the registrant.  In addition, James M. Shoemaker,
Jr., a member of Wyche, Burgess, Freeman & Parham, P.A., is a director
of the Company.

Item 6.   Indemnification of Directors and Officers.

     Article  V  of  the  Company's By-Laws, as amended,  provides  as
follows:

     Section  5.1     Indemnification of Directors.   The  Corporation
shall indemnify any individual made a party to a proceeding because he
is  or was a director of the corporation against liability incurred in
the proceeding to the fullest extent permitted by law.

     Section  5.2     Advance Expenses for Directors.  The Corporation
shall  pay  for  or reimburse the reasonable expenses  incurred  by  a
director  who  is  a  party  to  a  proceeding  in  advance  of  final
disposition of the proceeding to the fullest extent permitted by law.

     Section 5.3    Indemnification of Officers, Agents, and Employees
Who  Are  Not  Directors.  The board of directors  may  indemnify  and
advance   expenses  to  any  officer,  employee,  or  agent   of   the
corporation, who is not a director of the corporation, to any  extent,
consistent  with  public  policy, as  determined  by  the  general  or
specific action of the board of directors.

     Sections   33-8-500  et  seq.  of  the  South  Carolina  Business
Corporation Act of 1988, as amended, providing for indemnification  of
directors are contained in Exhibit 99.2 of this Registration Statement
and are incorporated herein by reference.

     The Articles of Amendment to the Articles of Incorporation of the
registrant  filed with the South Carolina Secretary of State's  office
on May 25, 1989 provide as follows:

     A  director of the corporation shall not be personally liable  to
the  corporation or any of its shareholders for monetary  damages  for
breach  of  fiduciary duty as a director, provided that this provision
shall  not be deemed to eliminate or limit the liability of a director
(i)  for  any  breach  of  the  director's  duty  of  loyalty  to  the
corporation  or  its stockholders; (ii) for acts or omissions  not  in
good faith or which involved gross negligence, intentional misconduct,
or a knowing violation of law; (iii) imposed under Section 33-8-330 of
the   South  Carolina  Business  Corporation  Act  of  1988  (improper
distribution to shareholder); or (iv) for any transaction  from  which
the director derived an improper personal benefit.

     The  Plan  provides  for indemnification of the  members  of  the
Committee,  defined in the Plan as the compensation committee  of  the
Company's board of directors which administers the Plan, as follows:

     In  addition to such other rights of indemnification as they  may
have  as members of the Board, the members of the Committee shall,  to
the  fullest  extent permitted by law, be indemnified by  the  Company
against  the reasonable expenses, including attorney's fees,  actually
and necessarily incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to which
they  or  any of them may be a party by reason of any action taken  or
failure  to  act under or in connection with the Plan  or  any  Option
granted thereunder, and against all amounts paid by them in settlement
thereof  (provided  such settlement is approved by  independent  legal
counsel selected by the Company) or paid by them in satisfaction of  a
judgment in any such action, suit or proceeding, except in relation to
matters  as  to  which it shall be adjudged in such  action,  suit  or
proceeding that such Board member (or Committee member, as applicable)
is liable for gross negligence or misconduct in the performance of his
or  her duties; provided that within 60 days after institution of  any
such action, suit or proceeding the Board member (or Committee member,
as  applicable) shall in writing offer the Company the opportunity, at
its own expense, to handle and defend the same.

Item 7.   Exemption From Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

Exhibit

4.1  Articles of Incorporation, as amended through April 24, 1986, and
Bylaws of the Company: Incorporated by reference to Exhibits 4(a)  and
4(b) from the Registration Statement of the Company filed with the SEC
on Form S-3 (Commission file no. 33-7245).

4.2  Articles of Amendment to the Articles of Incorporation, dated April
22,  1987:   Incorporated by  reference to Exhibit 3.2 to  the  Annual
Report  on  Form 10-K for the period ended January 1, 1992 (Commission
file no. 0-10943) (the "1991 10-K").

4.3   Amendment  to  By-Laws of the Company, dated October  25,  1990:
Incorporated by reference to Exhibit 3.3 to the 1991 10-K.

4.4  Articles of Amendment to the Articles of Incorporation, dated May 25,
1989:   Incorporated by reference to Exhibit 4.3 to  the  Registration
Statement  of  the Company filed with the SEC on Form S-8  (Commission
file no. 33-53834).

4.5   Specimen  of Company common stock certificate:  Incorporated  by
reference to Exhibit 4.1 to the 1991 10-K.

4.6.1     Credit Agreement dated as of June 5, 1996 among Ryan's Family
Steak  Houses,  Inc., Wachovia Bank of Georgia, N.A.,  as  Agent,  and
certain   other  banks  (the  "Credit  Agreement"):  Incorporated   by
reference to Exhibit 10.18 to the Annual Report on Form 10-K  for  the
period ended January 1, 1997 (Commission file no. 0-10943).

4.6.2     First Amendment to Credit Agreement dated as of October 9, 1998
among  Ryan's  Family Steak Houses, Inc., Wachovia Bank,  N.A.  (f/k/a
Wachovia Bank of Georgia, N.A.), as Agent, SunTrust Bank, Atlanta, The
Bank of Tokyo-Mitsubishi, Ltd., Atlanta Agency and Wachovia Bank, N.A.
(f/k/a Wachovia Bank of South Carolina, N.A.) as a Bank.

5.1  Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality
of shares of the Company.

23.1 Consent of Wyche, Burgess, Freeman & Parham, P.A.-- contained  in
Exhibit 5.1.

23.2 Consent of KPMG Peat Marwick LLP.

24.1 Power of Attorney -- contained on the signature page of this filing.

99.1 Ryan's Family Steak Houses, Inc. 1998 Stock Option Plan:  Incorporated
by reference to Exhibit A to the Proxy Statement of the Company, dated
March  27,  1998,  filed  with  respect  to  the  Annual  Meeting   of
Shareholders held on April 30, 1998 (Commission file no. 0-10943).

99.2  Sections  33-8-500  to 33-8-580 of the South  Carolina  Business
Corporations Act of 1988, as amended (which govern indemnification  of
directors).

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 of 1933;

     (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, Form S-8 or Form F-
3,  and  the  information required to be included in a  post-effective
amendment  by those paragraphs is contained in periodic reports  filed
with  or  furnished  to the Commission by the registrant  pursuant  to
Section  13 or 15(d) of the Securities Exchange Act of 1934  that  are
incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities  Act of 1933, 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  of
1933,  each  filing  of  the registrant's annual  report  pursuant  to
Section  13(a) or 15(d) of the Securities Exchange Act of  1934  (and,
where  applicable,  each filing of an employee benefit  plan's  annual
report  pursuant  to Section 15(d) of the Securities Exchange  Act  of
1934)  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.

     (h)  Insofar as indemnification for liabilities arising under the
Securities  Act  of 1933 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 Act and is,  therefore,
unenforceable.  In the event that a claim for indemnification  against
such liabilities (other than the 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  Act  and  will  be
governed by the final adjudication of such issue.

                               SIGNATURES

     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 Greer, State of
South Carolina, as of November 6, 1998.

                              Ryan's Family Steak Houses, Inc.

                               By:  /s/ Charles D. Way
                                   Charles D. Way
                                   President   and   Chief   Executive
Officer
                                    
                                    
                            POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE PRESENTS, that  each  person  whose
signature appears below constitutes and appoints Charles D. Way,  Fred
T.  Grant,  Jr.  and Janet J. Gleitz, and each of them,  as  true  and
lawful  attorneys-in-fact and agents, with full power of  substitution
and  resubstitution, for him or her and in his or her name, place  and
stead,  in  any  and  all capacities, to sign any and  all  amendments
(including  pre-effective  and  post-effective  amendments)  to   this
registration  statement,  and  to file the  same,  with  all  exhibits
thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange Commission and the Nasdaq  National  Market,
granting  unto  said attorneys-in-fact and agents, and each  of  them,
full  power  and authority to do and perform each and  every  act  and
thing requisite and necessary to be done in and about the premises, as
fully  to all intents and purposes as he or she might or could  do  in
person,  hereby ratifying and confirming all which said  attorneys-in-
fact  and agents or any of them, or their or his or her substitute  or
substitutes, may lawfully do, or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,  this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated:

Signature                   Title                    Date

/s/  Charles D. Way   President, Chief Executive Officer    November 6, 1998
Charles D. Way        and Director

/s/  Fred  T.  Grant, Jr. Vice-President Finance, Treasurer, November 6, 1998
Fred T. Grant, Jr.    and Assistant Secretary (Principal
                      Financial and Accounting Officer)
                    
/s/  G.  Edwin  McCranie Executive  Vice President           November 6, 1998
G. Edwin McCranie         and Director

/s/ Barry L. Edwards     Director                            November 6, 1998
Barry L. Edwards

/s/ James M. Shoemaker, Jr. Director                         November 6, 1998
James M. Shoemaker, Jr.

/s/  Harold K. Roberts      Director                         November 6, 1998
Harold K. Roberts, Jr.

/s/ James D. Cockman        Director                         November 6, 1998
James D. Cockman

/s/  Brian S. MacKenzie     Director                         November 6, 1998
Brian S. MacKenzie

            [Remainder of this page intentionally left blank]

                   INDEX TO EXHIBITS CONTAINED HEREIN

Exhibit   Page

4.1            Articles of Incorporation, as amended through April 24, 1986, and
Bylaws of the Company: Incorporated by reference to Exhibits 4(a)  and
4(b) from the Registration Statement of the Company filed with the SEC
on Form S-3 (Commission file no. 33-7245).

4.2            Articles of Amendment to the Articles of Incorporation, dated
April  22,  1987:  Incorporated by  reference to Exhibit  3.2  to  the
Annual  Report  on  Form  10-K for the period ended  January  1,  1992
(Commission file no. 0-10943) (the "1991 10-K").

4.3            Amendment to By-Laws of the Company, dated October 25, 1990:
Incorporated by reference to Exhibit 3.3 to the 1991 10-K.

4.4            Articles of Amendment to the Articles of Incorporation, dated May
25,   1989:   Incorporated  by  reference  to  Exhibit  4.3   to   the
Registration Statement of the Company filed with the SEC on  Form  S-8
(Commission file no. 33-53834).

4.5            Specimen of Company common stock certificate:  Incorporated by
reference to Exhibit 4.1 to the 1991 10-K.

4.6.1          Credit Agreement dated as of June 5, 1996 among Ryan's Family
Steak  Houses,  Inc., Wachovia Bank of Georgia, N.A.,  as  Agent,  and
certain   other  banks  (the  "Credit  Agreement"):  Incorporated   by
reference to Exhibit 10.18 to the Annual Report on Form 10-K  for  the
period ended January 1, 1997 (Commission file no. 0-10943).

4.6.2     p. 10     First Amendment to Credit Agreement dated as of October 9,
1998  among  Ryan's  Family Steak Houses, Inc.,  Wachovia  Bank,  N.A.
(f/k/a  Wachovia  Bank  of Georgia, N.A.), as Agent,   SunTrust  Bank,
Atlanta,  The  Bank  of  Tokyo-Mitsubishi, Ltd.,  Atlanta  Agency  and
Wachovia Bank, N.A. (f/k/a Wachovia Bank of South Carolina, N.A.) as a
Bank.

5.1       p. 15     Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding
legality of shares of the Company.

23.1           Consent of Wyche, Burgess, Freeman & Parham, P.A.-- contained in
Exhibit 5.1.

23.2      p. 17     Consent of KPMG Peat Marwick LLP.

24.1      p. 7 Power of Attorney -- contained on the signature page of this
filing.

99.1           Ryan's Family Steak Houses, Inc. 1998 Stock Option Plan:
Incorporated by reference to Exhibit A to the Proxy Statement  of  the
Company,  dated  March  27, 1998, filed with  respect  to  the  Annual
Meeting  of Shareholders held on April 30, 1998 (Commission  file  no.
0-10943).

99.2      p. 18     Sections 33-8-500 to 33-8-580 of the South Carolina Business
Corporations Act of 1988, as amended (which govern indemnification  of
directors).
                                                         Exhibit 4.6.2

                  FIRST AMENDMENT TO CREDIT AGREEMENT

          THIS  FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
is made as of the 9th day of October, 1998, by and among RYAN'S FAMILY
STEAK  HOUSES,  INC., a South Carolina corporation  (the  "Borrower"),
WACHOVIA  BANK,  N.A.  (formerly known as Wachovia  Bank  of  Georgia,
N.A.), as Agent, SUNTRUST BANK, ATLANTA, THE BANK OF TOKYO-MITSUBISHI,
LTD.,  ATLANTA  AGENCY  and WACHOVIA BANK,  N.A.  (formerly  known  as
Wachovia  Bank  of  South  Carolina, N.A.), as  a  Bank  (collectively
referred to herein as the "Banks").

                            R E C I T A L S:

          The  Borrower, the Agent, and the Banks have entered into  a
certain  Credit Agreement dated June 5, 1996 (the "Credit Agreement").
Capitalized  terms  used  in this Amendment which  are  not  otherwise
defined  in this Amendment shall have the respective meanings assigned
to them in the Credit Agreement.

          The  Borrower has requested the Agent and the Banks to amend
the  Credit  Agreement upon the terms and conditions  hereinafter  set
forth.

          NOW,  THEREFORE,  in consideration of the Recitals  and  the
mutual  promises  contained herein and for  other  good  and  valuable
consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Borrower, the Agent and the Banks, intending  to  be
legally bound hereby, agree as follows:

          SECTION 1.  Recitals.  The Recitals are incorporated  herein
by reference and shall be deemed to be a part of this Amendment.

          SECTION  2.   Amendments.  The Credit  Agreement  is  hereby
amended as set forth in this Section 2.

          SECTION  2.1.   Amendment to Section  1.01.   The  following
definitions are hereby added to Section 1.01 of the Credit Agreement:

     "Y2K Plan" has the meaning set forth in Section 4.19.

     "Year  2000 Compliant and Ready" as used herein means  that:  (A)
the  Borrower's  and its Subsidiaries' hardware and  software  systems
with respect to the operation of its business and its general business
plan  will:  (i) handle date information involving any and  all  dates
before,  during  and/or  after January 1,  2000,  including  accepting
input,  providing output and performing date calculations in whole  or
in  part;  (ii)  operate, accurately without interruption  on  and  in
respect  of  any and all dates before, during and/or after January  1,
2000  and  without  any change in performance,  and  (iii)  store  and
provide  date input information without creating any ambiguity  as  to
the  century; and (B) the Borrower has developed alternative plans  to
ensure  business continuity in the event of the failure of any or  all
of items (i) through (iii) above.

          2.02 Addition of Section 4.19.  A new section, Section 4.19,
is  hereby  added to the Credit Agreement to read in its  entirety  as
follows:

The Borrower has developed and has delivered to the Agent and Banks  a
comprehensive  plan (the "Y2K Plan" which term includes  any  and  all
existing  and future amendments) for insuring that the Borrower's  and
its Subsidiaries' software and hardware systems which impact or affect
in   any  way  the  business  operations  of  the  Borrower  and   its
Subsidiaries will be Year 2000 Compliant and Ready.  The Borrower  and
its  Subsidiaries  has  met  the Y2K Plan  milestones  such  that  all
hardware  and software systems will be Year 2000 Compliant  and  Ready
(including all internal and external testing) in accordance  with  the
Y2K Plan.

          2.03  Amendment to Section 5.01(j) and Addition of  Sections
5.01(k), (l) and (m).  Section 5.01 of the Credit Agreement is  hereby
amended  to  amend and restate subsection (j) and add new  subsections
(k), (l) and (m) to read as follows:

               (j)   simultaneously with the delivery of each  set  of
annual  and  quarterly financial statements referred to in  paragraphs
(a) and (b) above, a statement of its Chief Executive Officer or Chief
Financial  Officer  to  the  effect that nothing  has  come  to  their
attention  to cause them to believe that the Y2K Plan milestones  have
not   been  met  in  a  manner  such  that  the  Borrower's  and   its
Subsidiaries'  hardware and software systems will  not  be  Year  2000
Compliant and Ready in accordance with the Y2K Plan;

               (k)  within 5 Domestic Business Days after the Borrower
becomes  aware of any deviations from the Y2K Plan which  would  cause
compliance  with the Y2K Plan to be delayed beyond or not achieved  on
or  before  September  30, 1999, a statement of  its  Chief  Executive
Officer  or Chief Financial Officer setting forth the details  thereof
and  the action which the Borrower is taking or proposes to take  with
respect thereto;

               (l)   promptly upon the receipt thereof, a copy of  any
third  party assessments of the Borrower's Y2K Plan together with  any
recommendations  made by such third party with respect  to  Year  2000
compliance; and

               (m)   from  time  to  time such additional  information
regarding the financial position or business of the Borrower  and  its
Subsidiaries as the Agent, at the request of any Bank, may  reasonably
request.

          2.04 Addition of Section 5.22.  A new section, Section 5.22,
is  hereby  added to the Credit Agreement to read in its  entirety  as
follows:

          "SECTION  5.22.   Y2K  Plan.  The  Borrower  will  meet  the
milestones contained in the Y2K Plan in all material respects and will
have  all hardware and software systems Year 2000 Compliant and  Ready
(including  all internal and external testing) on or before  September
30, 1999."

          2.05  Amendment  and Restatement of Section  5.03.   Section
5.03 of the Credit Agreement is hereby amended and restated to read in
its entirety as follows:

          "SECTION  5.03.  Ratio of Consolidated Funded Debt to  Total
Consolidated Capitalization.  The ratio of Consolidated Funded Debt to
Total Consolidated Capitalization will at all times be less than  0.45
to 1.00."

          2.06  Amendment  and Restatement of Section  5.04.   Section
5.04 of the Credit Agreement is hereby amended and restated to read in
its entirety as follows:

          "SECTION    5.04.    Minimum   Consolidated    Net    Worth.
Consolidated Net Worth will at no time be less than $255,000,000."

          2.07  Amendment and Restatement of Section 2.05(a).  Section
2.05(a) of the Credit Agreement is hereby amended and restated to read
in its entirety as follows:

          "SECTION  2.05.   Interest Rates.  (a)  "Applicable  Margin"
means:   (1) prior to June 30, 1999, (i) for any Base Rate  Loan,  0%;
and (ii) for any Euro-Dollar Loan, 0.50%; and (2) on June 30, 1999 and
at  all times thereafter, (i) for any Base Rate Loan, 0.25%; and  (ii)
for any Euro-Dollar Loan, 0.75%."

          SECTION  3.  Conditions to Effectiveness.  The effectiveness
of  this  Amendment  and the obligations of the  Banks  hereunder  are
subject  to the following conditions, unless the Required Banks  waive
such conditions:

          (a)  receipt by the Agent from each of the parties hereto of
a  duly  executed counterpart of this Amendment signed by such  party;
and

          (b)  the fact that the representations and warranties of the
Borrower contained in Section 5 of this Amendment shall be true on and
as of the date hereof.

          SECTION  4.   No Other Amendment.  Except for the amendments
set  forth  above,  the  text  of the Credit  Agreement  shall  remain
unchanged  and  in  full  force and effect.   This  Amendment  is  not
intended  to  effect, nor shall it be construed as, a  novation.   The
Credit Agreement and this Amendment shall be construed together  as  a
single  agreement.  Nothing herein contained shall waive, annul,  vary
or affect any provision, condition, covenant or agreement contained in
the  Credit Agreement, except as herein amended, nor affect nor impair
any  rights, powers or remedies under the Credit Agreement  as  hereby
amended.   The  Banks  and the Agent do hereby reserve  all  of  their
rights  and  remedies against all parties who may be or may  hereafter
become  secondarily  liable  for the  repayment  of  the  Notes.   The
Borrower  promises  and  agrees to perform all  of  the  requirements,
conditions, agreements and obligations under the terms of  the  Credit
Agreement, as heretofore and hereby amended, the Credit Agreement,  as
amended,  being  hereby ratified and affirmed.   The  Borrower  hereby
expressly  agrees that the Credit Agreement, as amended,  is  in  full
force and effect.
          
          SECTION  5.   Representations and Warranties.  The  Borrower
hereby represents and warrants to each of the Banks as follows:

          (a)   No  Default or Event of Default, nor any  act,  event,
condition or circumstance which with the passage of time or the giving
of  notice, or both, would constitute an Event of Default,  under  the
Credit  Agreement  or  any other Loan Document  has  occurred  and  is
continuing unwaived by the Banks on the date hereof.

          (b)   The Borrower has the power and authority to enter into
this  Amendment  and  to do all acts and things  as  are  required  or
contemplated  hereunder,  or thereunder,  to  be  done,  observed  and
performed by it.

          (c)   This  Amendment  has  been  duly  authorized,  validly
executed  and  delivered  by one or more authorized  officers  of  the
Borrower  and constitute legal, valid and binding obligations  of  the
Borrower  enforceable  against  it in  accordance  with  their  terms,
provided that such enforceability is subject to general principles  of
equity.

          (d)   The execution and delivery of this Amendment  and  the
Borrower's  performance hereunder and thereunder do not and  will  not
require  the  consent  or  approval of  any  regulatory  authority  or
governmental  authority  or  agency  having  jurisdiction   over   the
Borrower, nor be in contravention of or in conflict with the  articles
of  incorporation or bylaws of the Borrower, or the provision  of  any
statute, or any judgment, order or indenture, instrument, agreement or
undertaking, to which the Borrower is party or by which the Borrower's
assets or properties are or may become bound.

          SECTION 6.  Counterparts.  This Amendment may be executed in
multiple counterparts, each of which shall be deemed to be an original
and  all  of which, taken together, shall constitute one and the  same
agreement.

          SECTION   7.   Governing  Law.   This  Amendment  shall   be
considered in accordance with and governed by the laws of the State of
Georgia.

          SECTION  8.   Up-front Fee.  On the date of this  Amendment,
the  Borrower shall pay to the Agent for the ratable account  of  each
Bank  an  up-front  fee  equal  to the product  of:  (i)  such  Bank's
Commitment on the date of this Amendment, times (ii) 0.03%.

          IN  WITNESS  WHEREOF, the parties hereto have  executed  and
delivered, or have caused their respective duly authorized officers or
representatives to execute and deliver, this Amendment as of  the  day
and year first above written.

                              BORROWER:

RYAN'S FAMILY STEAK HOUSES, INC.

                              By:   /s/ Fred Grant, Jr.
                              Title: VP - Finance

           [Remainder of this page intentionally left blank]
WACHOVIA  BANK,  N.A.  (formerly known as Wachovia  Bank  of  Georgia,
N.A.),
                              as Agent

                              By:_____________________________________

                              Title:__________________________________
                              
                              [Hard page return]

WACHOVIA  BANK,  N.A.  (formerly  known  as  Wachovia  Bank  of  South
Carolina, N.A.),
                              as a Bank

                              By:_____________________________________
                              Title:__________________________________

                              [Hard page return]

                              SUNTRUST BANK, ATLANTA

                              By:_____________________________________

                              Title:__________________________________

                              By:_____________________________________

                              Title:__________________________________

                              [Hard page return]

THE BANK OF TOKYO-MITSUBISHI, LTD., ATLANTA AGENCY

                              By:_____________________________________

                              Title:__________________________________

                                                           Exhibit 5.1

              [Wyche, Burgess, Freeman & Parham Letterhead]
                                    
                            November 6, 1998

Ryan's Family Steak Houses, Inc.
Post Office Box 100
Greer, South Carolina 29652

Re:  Opinion re Legality of shares issued pursuant to the Registration
Statement  on Form S-8 of Ryan's Family Steak Houses, Inc. 1998  Stock
Option Plan

Ladies and Gentlemen:

     The  opinion  set  forth below is rendered with  respect  to  the
3,000,000  shares, $1.00 par value, of common stock of  Ryan's  Family
Steak Houses, Inc., a South Carolina corporation (the "Company"), that
will be registered with the Securities and Exchange Commission by  the
above-referenced Registration Statement on Form S-8  pursuant  to  the
Securities  Act of 1933, as amended, in connection with the  Company's
1998  Stock Option Plan (the "Plan").  We have examined the  Company's
Articles  of  Incorporation,  and  all  amendments  thereto,  and  the
Company's  By-Laws,  as  amended, and  reviewed  the  records  of  the
Company's  corporate proceedings.  We have made such investigation  of
law  as we have deemed necessary in order to enable us to render  this
opinion.   With  respect  to  matters of fact,  we  have  relied  upon
information   provided   to  us  by  the  Company   and   no   further
investigation.   With  respect  to all  examined  documents,  we  have
assumed  the  genuineness of all signatures, the authenticity  of  all
documents  submitted to us as originals, the conformity  to  authentic
originals of all documents submitted to us as copies and the  accuracy
and completeness of the information contained therein.

     Based  on  and  subject  to  the foregoing  and  subject  to  the
comments,  limitations and qualifications set forth below, we  are  of
the  opinion  that upon satisfaction of the exercisability  and  other
conditions  set forth in the Plan and in the applicable  stock  option
agreement  or  letter  and payment of the applicable  exercise  price,
shares  of  the Company's common stock covered by the above-referenced
Registration Statement that are issued after the date hereof under and
in compliance with the terms of the Plan will be legally issued, fully
paid to the Company and non-assessable.

     The  foregoing opinion is limited to matters governed by the laws
of  the  State of South Carolina in force on the date of this  letter.
We  express no opinion with regard to any matter that may be (or  that
purports  to  be)  governed  by  the  laws  of  any  other  state   or
jurisdiction  or  any  political subdivision of  the  State  of  South
Carolina.   In  addition, we express no opinion with  respect  to  any
matter  arising  under  or  governed by  the  South  Carolina  Uniform
Securities Act, as amended, any law respecting disclosure or  any  law
respecting any environmental matter.
     
     This  opinion  is  rendered as of the date  of  this  letter  and
applies only to the matters specifically covered by this opinion,  and
we  disclaim any continuing responsibility for matters occurring after
the date of this letter.

     Except  as noted below, this opinion is rendered solely for  your
benefit in connection with the above-referenced Registration Statement
on  Form  S-8  respecting shares of the Company's common stock  to  be
issued  under the Plan and may not be relied upon, quoted or  used  by
any  other person or entity, other than participants in the  Plan,  or
for any other purpose without our prior written consent.

     We consent to the use of this opinion as an exhibit to the above-
referenced Registration Statement on Form S-8 respecting shares of the
Company's  common stock to be issued under the Plan.  We also  consent
to  the use of our name under the heading "Item 5: Interests of  Named
Experts and Counsel."

                         Very truly yours,

                         /s/ WYCHE, BURGESS, FREEMAN & PARHAM, P.A.

                         WYCHE, BURGESS, FREEMAN & PARHAM, P.A.

                                                          Exhibit 23.2

     

                      INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Ryan's Family Steak Houses, Inc.:

We consent to incorporation by reference in the Registration Statement
on Form S-8 of Ryan's Family Steak Houses, Inc. 1998 Stock Option Plan
of  our  report  dated January 21, 1998, relating to the  consolidated
balance sheets of Ryan's Family Steak Houses, Inc. as of December  31,
1997  and January 1, 1997, and the related consolidated statements  of
earnings and cash flows for each of the years in the three-year period
ended  December  31, 1997, which report appears in  the  December  31,
1997,  annual  report  of  Ryan's Family Steak  Houses,  Inc.  and  is
incorporated by reference in the December 31, 1997, annual  report  on
Form 10-K of Ryan's Family Steak Houses, Inc.

                                                       /s/ KPMG Peat
Marwick LLP

Greenville, South Carolina
November 6, 1998
                                                         Exhibit 99.2

             CODE OF LAWS OF SOUTH CAROLINA 1976  ANNOTATED
         TITLE 33.  CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
                   CHAPTER 8.  DIRECTORS AND OFFICERS
                       ARTICLE 5.  INDEMNIFICATION

 33-8-500. Article definitions.

     In this subchapter:

(1)  "Corporation" includes any domestic or foreign predecessor entity of a
corporation   in  a  merger  or  other  transaction   in   which   the
predecessor's existence ceased upon consummation of the transaction.

(2)   "Director"  means an individual who is or was a  director  of  a
corporation  or an individual who, while a director of a  corporation,
is or was serving at the corporation's request as a director, officer,
partner,  trustee, employee, or agent of another foreign  or  domestic
corporation, partnership, joint venture, trust, employee benefit plan,
or  other  enterprise.  A  director is considered  to  be  serving  an
employee  benefit plan at the corporation's request if his  duties  to
the  corporation also impose duties on, or otherwise involve  services
by,  him  to  the plan or to participants in or beneficiaries  of  the
plan. "Director" includes, unless the context requires otherwise,  the
estate or personal representative of a director.

(3)  "Expenses" include counsel fees.

(4)   "Liability" means the obligation to pay a judgment,  settlement,
penalty,  fine  (including an excise tax assessed with respect  to  an
employee  benefit plan), or reasonable expenses incurred with  respect
to a proceeding.

(5)  "Official capacity" means: (i) when used with respect to a director,
the  office  of  director in a corporation; and (ii)  when  used  with
respect  to  an  individual other than a director, as contemplated  in
Section 33-8-560, the office in a corporation held by the officer,  or
the  employment or agency relationship undertaken by the  employee  or
agent  on  behalf  of  the corporation. "Official capacity"  does  not
include service for any other foreign or domestic corporation  or  any
partnership,  joint venture, trust, employee benefit  plan,  or  other
enterprise.

(6)  "Party" includes an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.

(7)  "Proceeding" means any threatened, pending, or completed action, suit,
or   proceeding,   whether   civil,   criminal,   administrative,   or
investigative and whether formal or informal.

 33-8-510. Authority to indemnify.

(a)  Except as provided in subsection (d), a corporation may indemnify an
individual  made  a  party to a proceeding because  he  is  or  was  a
director against liability incurred in the proceeding if:

(1)  he conducted himself in good faith; and

          (2)  he reasonably believed:

(i)  in the case of conduct in his official capacity with the corporation,
that his conduct was in its best interest; and

(ii)      in all other cases, that his conduct was at least not opposed to
its best interest; and

(3)  in the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful.

(b)  A director's conduct with respect to an employee benefit plan for a
purpose  he  reasonably  believed  to  be  in  the  interests  of  the
participants  in  and  beneficiaries  of  the  plan  is  conduct  that
satisfies the requirement of subsection (a)(2)(ii).

(c)   The  termination of a proceeding by judgment, order, settlement,
conviction,  or  upon a plea of nolo contendere or its  equivalent  is
not,  of  itself,  determinative that the director did  not  meet  the
standard of conduct described in this section.

(d)  A corporation may not indemnify a director under this section:

(1)  in connection with a proceeding by or in the right of the corporation
in which the director was adjudged liable to the corporation; or

(2)  in connection with any other proceeding charging improper personal
benefit  to  him,  whether or not involving  action  in  his  official
capacity,  in which he was adjudged liable on the basis that  personal
benefit was improperly received by him.

(e)  Indemnification permitted under this section in connection with a
proceeding  by  or  in  the  right of the corporation  is  limited  to
reasonable expenses incurred in connection with the proceeding.

  33-8-520. Mandatory indemnification.

     Unless  limited by its articles of incorporation,  a  corporation
shall indemnify a director who was wholly successful, on the merits or
otherwise,  in the defense of any proceeding to which he was  a  party
because  he is or was a director of the corporation against reasonable
expenses incurred by him in connection with the proceeding.

 33-8-530. Advance for expenses.

(a)   A  corporation may pay for or reimburse the reasonable  expenses
incurred  by a director who is a party to a proceeding in  advance  of
final disposition of the proceeding if:

(1)  the director furnishes the corporation a written affirmation of his
good faith belief that he has met the standard of conduct described in
Section 33-8-510;

(2)  the director furnishes the corporation a written undertaking, executed
personally  or on his behalf, to repay the advance if it is ultimately
determined that he did not meet the standard of conduct; and

(3)  a determination is made that the facts then known to those making the
determination   would   not   preclude  indemnification   under   this
subchapter.

(b)  The undertaking required by subsection (a)(2) must be an unlimited
general obligation of the director but need not be secured and may  be
accepted without reference to financial ability to make repayment.

(c)  Determinations and authorizations of payments under this section must
be made in the manner specified in Section 33-8-550.

  33-8-540. Court-ordered indemnification.

     Unless   a   corporation's  articles  of  incorporation   provide
otherwise,  a  director  of  the corporation  who  is  a  party  to  a
proceeding  may apply for indemnification to the court conducting  the
proceeding  or to another court of competent jurisdiction. On  receipt
of  an  application,  the  court after giving  any  notice  the  court
considers necessary may order indemnification if it determines:

(1)  the director is entitled to mandatory indemnification under Section
33-8-520, in which case the court also shall order the corporation  to
pay   the   director's   reasonable  expenses   incurred   to   obtain
court-ordered indemnification; or

(2)  the director is fairly and reasonably entitled to indemnification in
view  of  all the relevant circumstances, whether or not  he  met  the
standard  of  conduct set forth in Section 33-8-510  or  was  adjudged
liable as described in Section 33-8-510(d), but if he was adjudged  so
liable his indemnification is limited to reasonable expenses incurred.

 33-8-550. Determination and authorization of indemnification.

(a)  A corporation may not indemnify a director under Section 33-8-510
unless authorized in the specific case after a determination has  been
made  that  indemnification  of the director  is  permissible  in  the
circumstances because he has met the standard of conduct set forth  in
Section 33-8-510.

(b)  The determination must be made:

(1)  by the board of directors by majority vote of a quorum consisting of
directors not at the time parties to the proceeding;

(2)  if a quorum cannot be obtained under subdivision (1), by majority vote
of  a  committee duly designated by the board of directors  (in  which
designation  directors  who are parties may  participate),  consisting
solely  of  two  or  more directors not at the  time  parties  to  the
proceeding;

(3)  by special legal counsel:

(i)  selected by the board of directors or its committee in the manner
prescribed in item (1) or (2); or

(ii)      if a quorum of the board of directors cannot be obtained under
subdivision (1) and a committee cannot be designated under subdivision
(2),  selected  by  majority vote of the full board of  directors  (in
which selection directors who are parties may participate); or

(4)  by the shareholders, but shares owned by or voted under the control of
directors  who are at the time parties to the proceeding  may  not  be
voted on the determination.

(c)  Authorization of indemnification and evaluation as to reasonableness
of  expenses must be made in the same manner as the determination that
indemnification  is permissible, except that, if the determination  is
made  by  special legal counsel, authorization of indemnification  and
evaluation  as  to reasonableness of expenses must be  made  by  those
entitled under subsection (b)(3) to select counsel.

 33-8-560. Indemnification of officers, employees, and agents.

     Unless   a   corporation's  articles  of  incorporation   provide
otherwise:

(1)  an officer of the corporation who is not a director is entitled to
mandatory  indemnification under Section 33-8-520, and is entitled  to
apply  for  court-ordered indemnification under Section  33-8-540,  in
each case to the same extent as a director;

(2)   the  corporation may indemnify and advance expenses  under  this
subchapter to an officer, employee, or agent of the corporation who is
not a director to the same extent as to a director; and

(3)  a corporation also may indemnify and advance expenses to an officer,
employee,  or  agent  who is not a director to the extent,  consistent
with  public  policy,  that  may  be  provided  by  its  articles   of
incorporation,  bylaws, general or specific action  of  its  board  of
directors, or contract.

 33-8-570. Insurance.

     A corporation may purchase and maintain insurance on behalf of an
individual  who is or was a director, officer, employee, or  agent  of
the corporation, or who, while a director, officer, employee, or agent
of  the  corporation,  is  or  was  serving  at  the  request  of  the
corporation  as  a director, officer, partner, trustee,  employee,  or
agent  of another foreign or domestic corporation, partnership,  joint
venture,  trust,  employee benefit plan, or other enterprise,  against
liability  asserted  against or incurred by him in  that  capacity  or
arising  from his status as a director, officer, employee,  or  agent,
whether  or  not  the corporation would have power  to  indemnify  him
against the same liability under Section 33-8-510 or 33-8-520.

 33-8-580. Application of article.

(a)  A provision treating a corporation's indemnification of or advance for
expenses   to   directors  that  is  contained  in  its  articles   of
incorporation, bylaws, a resolution of its shareholders  or  board  of
directors, or in a contract or otherwise is valid only if and  to  the
extent  the provision is consistent with this article. If articles  of
incorporation   limit   indemnification  or  advance   for   expenses,
indemnification and advance for expenses are valid only to the  extent
consistent with the articles.

(b)  This article does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with his appearance as a
witness  in a proceeding at a time when he has not been made  a  named
defendant or respondent to the proceeding.