** **SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**
**FORM 10-K/A****Amendment No. 1**
**               (Mark one)****                     [ X ]****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF****                              THE SECURITIES EXCHANGE ACT OF 1934**
**                               For the Fiscal Year Ended: September 29, 2002**
**                     [    ]**   **TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d)****                               OF THE SECURITIES EXCHANGE ACT OF 1934**
**                                For the transition period from __________ to __________** 
**                                                           Commission File Number: 1-6905**
**RUDDICK CORPORATION**(Exact name of registrant as specified in its charter)
**                             North Carolina                                                     56-0905940***                  (State or other jurisdiction of                                      (I.R.S. Employer**                incorporation or organization)                             Identification Number)*
***       *  301 S.Tryon St., Suite 1800, Charlotte, North Carolina            28202***                 (Address of principal executive offices)                                (Zip Code)*
                                      Registrant's telephone number, including area code:**(704) 372-5404**
                               Securities registered pursuant to Section 12(b) of the Act:
**                   Title of each class:                                                    Name of exchange on which registered:**                         Common Stock                                                         New York Stock Exchange, Inc.                         Rights to Purchase Series A Junior                         Participating Additional Preferred Stock              New York Stock Exchange, Inc.
                              Securities registered pursuant to Section 12(g) of the Act:**None**
        Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.            Yes  X     No ___
         Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant's knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendmentto this Form 10-K. [ ]
         Indicate by check mark whether the registrant is an accelerated filer (asdefined in Exchange Act Rule 12b-2).             Yes  X    No ___
        The aggregatemarket value of the voting stock held by nonaffiliates of the Registrantas of December 2, 2002 was $474,136,030.
         As ofDecember 2, 2002, the Registrant had outstanding 46,547,875 shares of CommonStock.
**DOCUMENTS INCORPORATED BY REFERENCE**
          Part III: Definitive Proxy Statement filed with the Securities and ExchangeCommission on December 23, 2002 in connection with the solicitation ofproxies for the Company's 2003 Annual Meeting of Shareholders to be heldon February 20, 2003. (With the exception of those portions which are specificallyincorporated by reference in this Form 10-K, the Proxy Statement is notdeemed to be filed or incorporated by reference as part of this report.)   
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**EXPLANATORY NOTE**
**   **  This Amendment No. 1 to the Registrant'sAnnual Report on Form 10-K for the fiscal year ended September 29, 2002is being filed in order to add a holder of five percent or more of theRegistrant's outstanding securities to the table describing the beneficialownership of the Registrant's securities by its principal shareholders,which holder was inadvertently omitted. This Amendment does not reflectevents occurring after the filing of the original Form 10-K, or modifyor update the disclosures therein in any way other than as required toreflect the amendment set forth below.
     The Registrant's Internet address is *www.ruddickcorp.com*.The Registrant makes available, free of charge, on or through its website,its annual report on Form 10-K, quarterly reports on Form 10-Q, currentreports on Form 8-K, and amendments to those reports filed or furnishedpursuant to Section 13 (a) or 15 (d) of the Securities Exchange Act of1934 as soon as reasonably practicable after electronically filing suchmaterial with, or furnishing it to, the Securities and Exchange Commission.
**PART III**
***Item 12.  Security Ownership of Certain Beneficial Ownersand Management***
       The original table disclosing theRegistrant's principal shareholders (other than it directors and executiveofficers, who are listed in a separate table) inadvertently omitted NeubergerBerman, LLC, which owns more than five percent of the Registrant's outstandingsecurities.
**PRINCIPAL SHAREHOLDERS**
      The following persons are known to theCompany to be, as of October 31, 2002, the beneficial owners of more thanfive percent of the Common Stock. The nature of beneficial ownership ofthe shares included is presented in the notes following the table. **Name and Address of Beneficial Owner****Number of Shares****Beneficially Owned (1)****Percent****Of Class**T. Rowe Price TrustCompany..............Trustee of the Ruddick EmployeeStock Ownership Plan (2)Post Office Box 89000Baltimore, Maryland 212898,669,62018.7%Alan T. Dickson (3).............................301 S. Tryon Street, Suite 1800Charlotte, North Carolina 282023,458,0327.4%R. Stuart Dickson(4)...........................301 S. Tryon Street, Suite 1800Charlotte, North Carolina 282022,691,9785.8%Neuberger Berman,LLC (5)..................605 Third Avenue New York, New York, 10158-36982,517,4985.4%
**_________________** 
**<**Page>(1) "Beneficial Ownership," for purposes of the table,is determined according to the meaning of applicable securities regulationsand based on a review of reports filed with the Securities and ExchangeCommission pursuant to Section 13(d) of the Securities Exchange Act of1934, as amended (the "Exchange Act"), as of such date.
(2) T. Rowe Price Trust Company, in its capacity as directedtrustee, has sole investment power with respect to the number of sharesindicated except under limited circumstances. T. Rowe Price Trust Companyvotes shares held by the Ruddick Employee Stock Ownership Plan (the "ESOP")that have been allocated to individual accounts in accordance with theparticipants' instructions, does not vote allocated shares as to whichno instructions are received and votes the unallocated shares as directedby the fiduciary named under the ESOP.
(3) The amount shown includes 1,576,219 shares of CommonStock owned of record and beneficially by Alan T. Dickson or by certaintrusts of which he is a trustee and beneficiary, as to which he has solevoting and investment power; 84,399 shares of Common Stock allocated tohis ESOP account, as to which he has sole voting power but no investmentpower except under limited circumstances; 1,709,118 shares of Common Stockowned of record and beneficially by The Dickson Foundation, Inc., a charitablefoundation, as to which he shares voting and investment power and whichare also included in the table as being beneficially owned by R. StuartDickson; and 88,296 shares of Common Stock held in an estate of which heis sole executor and a beneficiary.
(4) The amount shown includes 870,480 shares of CommonStock owned of record and beneficially by R. Stuart Dickson, as to whichhe has sole voting and investment power; 85,220 shares of Common Stockallocated to his ESOP account, as to which he has sole voting power butno investment power except under limited circumstances; 1,709,118 sharesof Common Stock owned of record and beneficially by The Dickson Foundation,Inc., a charitable foundation, as to which he shares voting and investmentpower and which are also included in the table as being beneficially ownedby Alan T. Dickson; and 27,160 shares of Common Stock owned of record andbeneficially by his spouse, as to which she has sole voting and investmentpower and as to which he disclaims beneficial ownership.
(5) Neuberger Berman, LLC ("NB") is a registered investmentadvisor. In its capacity as investment advisor, NB may have discretionaryauthority to dispose of or to vote shares that are under its management.As a result, NB may be deemed to have beneficial ownership of such shares.NB does not, however have any economic interest in the shares. The clientsare the actual owners of the shares and have the sole right to receiveand the power to direct the receipt of dividends from or proceeds fromthe sale of such shares. Of the shares of Common Stock set forth above,NB had shared dispositive power with respect to 2,517,498 shares of CommonStock, sole dispositive power with respect to no shares of Common Stock,sole voting power with respect to 249,941 shares of Common Stock, and sharedvoting power with respect to 1,573,300 shares of Common Stock. With regardto the shared voting power, Neuberger Berman Management, Inc. and NeubergerBerman Funds are deemed to be beneficial owners for purposes of Rule 13(d)since they have shared power to make decisions whether to retain or disposeof the securities. NB is the sub-advisor to the above referenced Funds.It should be further noted that the above mentioned shares of Common Stockare also included with the shared power to dispose calculation. The informationincluded herein with respect to NB is as of November 2, 2002.
***Item 15. Exhibits, Financial Statement Schedules and Reports onForm 8-K***
(3) Exhibits99.1 Certification pursuant to 18 U.S.C. Section 1350,as adopted pursuant to Section 906 of the Sarbanes-        Oxley Actof 2002.
99.2 Certification pursuant to 18 U.S.C. Section 1350,as adopted pursuant to Section 906 of the Sarbanes-        Oxley Actof 2002.
<Page>       **SIGNATURES**
          Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.
                                                                          RUDDICK CORPORATION
                                                                          By: /s/ JOHN B. WOODLIEFDate: February 11, 2003                                               John B. Woodlief                                                                                     Vice President -- Finance and Chief                                                                                      Financial Officer 
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**CERTIFICATIONS**
I, Thomas W. Dickson, certify that:
1.     I have reviewed this annualreport on Form 10-K of Ruddick Corporation;
2.     Based on my knowledge, thisannual report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made,in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;
3.     Based on my knowledge, thefinancial statements, and other financial information included in thisannual report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for,the periods presented in this annual report;
4.     The registrant's other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)for the registrant and have:(a) Designed such disclosure controls and proceduresto ensure that material information relating to the registrant, includingits consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this annual report isbeing prepared;(b) Evaluated the effectiveness of the registrant's disclosurecontrols and procedures as of a date within 90 days prior to the filingdate of this annual report (the "Evaluation Date"); and
(c) Presented in this annual report our conclusions aboutthe effectiveness of the disclosure controls and procedures based on ourevaluation as of the Evaluation Date;5.     The registrant's other certifyingofficers and I have disclosed, based on our most recent evaluation, tothe registrant's auditors and the audit committee of registrant's boardof directors (or persons performing the equivalent functions):(a) All significant deficiencies in the design or operationof internal controls which could adversely affect the registrant's abilityto record, process, summarize and report financial data and have identifiedfor the registrant's auditors any material weaknesses in internal controls;and
(b) Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant'sinternal controls; and6.     The registrant's other certifyingofficers and I have indicated in this annual report whether there weresignificant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.
Date: February 11, 2003                                     /S/ THOMAS W. DICKSON                                                                                  Thomas W. Dickson                                                                                   President and Chief Executive Officer 
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I, John B. Woodlief, certify that:
1.    I have reviewed this annual reporton Form 10-K of Ruddick Corporation;
2.    Based on my knowledge, this annualreport does not contain any untrue statement of a material fact or omitto state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleadingwith respect to the period covered by this annual report;
3.    Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, resultsof operations and cash flows of the registrant as of, and for, the periodspresented in this annual report;
4.    The registrant's other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)for the registrant and have:(a) Designed such disclosure controls and proceduresto ensure that material information relating to the registrant, includingits consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this annual report isbeing prepared;
(b) Evaluated the effectiveness of the registrant's disclosurecontrols and procedures as of a date within 90 days prior to the filingdate of this annual report (the "Evaluation Date"); and
(c) Presented in this annual report our conclusions aboutthe effectiveness of the disclosure controls and procedures based on ourevaluation as of the Evaluation Date;5.     The registrant's other certifyingofficers and I have disclosed, based on our most recent evaluation, tothe registrant's auditors and the audit committee of registrant's boardof directors (or persons performing the equivalent functions):(a) All significant deficiencies in the design or operationof internal controls which could adversely affect the registrant's abilityto record, process, summarize and report financial data and have identifiedfor the registrant's auditors any material weaknesses in internal controls;and
(b) Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant'sinternal controls; and6.    The registrant's other certifying officersand I have indicated in this annual report whether there were significantchanges in internal controls or in other factors that could significantlyaffect internal controls subsequent to the date of our most recent evaluation,including any corrective actions with regard to significant deficienciesand material weaknesses.
Date: February 11, 2003                                  /S/ JOHN B. WOODLIEF                                                                               John B. Woodlief                                                                               Vice President - Finance and Chief                                                                                Financial Officer    

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