RESTATED ARTICLES OF INCORPORATION
                               OF
                      RUDDICK CORPORATION


     Pursuant to Section 55-10-07 and Section 55-10-02 of the
General Statutes of North Carolina, the undersigned corporation
hereby submits these Restated Articles of Incorporation for the
purpose of amending its articles of incorporation and restating its
articles of incorporation and all amendments thereto:

     1.   The name of the corporation is Ruddick Corporation.

     2.   Attached hereto as Exhibit A is the text of the
          restated articles of incorporation of the Corporation,
          which contains amendments to the articles of
          incorporation which do not require shareholder approval
          and which have been approved by the Board of Directors.

     3.   The restated articles of incorporation of the
          Corporation were adopted by its Board of Directors on
          November 16, 2000, in the manner prescribed by the
          North Carolina Business Corporation Act.

     4.   These articles will become effective upon filing.

     This the 14th day of December, 2000.


                                   RUDDICK CORPORATION


                                   By: /s/ JOHN B. WOODLIEF
                                         John B. Woodlief
                                         Vice President-Finance







<PAGE>

                                                       APPENDIX A



                RESTATED ARTICLES OF INCORPORATION
                                OF
                      RUDDICK CORPORATION

     The undersigned corporation, a business corporation
incorporated under the North Carolina Business Corporation Act,
pursuant to action by its Board of Directors, hereby sets forth
its Restated Articles of Incorporation:

     ARTICLE 1.  The name of the Corporation is RUDDICK
CORPORATION.

     ARTICLE 2.  The purposes for which the Corporation is
organized are to engage in any lawful act or activity for which
corporations may be organized under Chapter 55 of the North
Carolina General Statutes, as amended.

     ARTICLE 3.  The aggregate number of shares the Corporation
is authorized to issue is Eighty Million (80,000,000), divided
into the following classes:

     Class                                      Number of Shares
     Common Stock                                 75,000,000
     Non-Cumulative, Voting $.56 Convertible
       Preference Stock                            4,000,000
     Additional Preferred Stock                    1,000,000

     A.  Common Stock. The class of common stock has unlimited
voting rights and, after satisfaction of claims, if any, of the
holders of preference or preferred shares, is entitled to receive
the net assets of the Corporation upon distribution.

     B.  Non-cumulative Voting $.56 Convertible Preference Stock.
The class of Non-cumulative, Voting $.56 Convertible Preference
Stock has the following rights:

     Section 1:  Dividends:  Whenever all dividends for all
previous dividend periods shall have been paid on all preferred
stock of the Corporation hereafter issued which is by its terms
senior to the $.56 Convertible Preference Stock, each holder of
the $.56 Convertible Preference Stock shall be entitled to
receive, when and as declared, but only to the extent earned with
respect to the $.56 Convertible Preference Stock and only out of
funds of the Corporation legally available therefor after the
payment of the cumulative dividends on the aforesaid preferred
stocks of the Corporation, non-cumulative cash dividends at the
annual rate of $.56 and no more, payable quarterly on the first
days of January, April, July and October of each year before any
dividend or distribution shall be set apart for or paid on any of
the Common Stock of the Corporation or any preferred stock of the
Corporation junior to the $.56 Convertible Preference Stock, and
before any sum shall be set apart for or paid on the purchase or
redemption of any of the Common Stock of the Corporation or any
preferred stock of the Corporation junior to the $.56 Convertible
Preference Stock.




<PAGE>                        2

     Section 2:  Liquidation Rights: In the case of the
dissolution or liquidation, whether voluntary or involuntary, of
the Corporation and the distribution of the assets thereof the
holders of the $.56 Convertible Preference Stock shall be paid
and shall receive $10.00 per share, plus an amount equal to
accrued and unpaid dividends, if any, through the date of such
payment with respect to the $.56 Convertible Preference Stock,
after the payment of creditors and the holders of all preferred
stock of the Corporation hereafter issued which is by its terms
senior to the $.56 Convertible Preference Stock, but before any
amount shall be paid to or distributed among the holders of any
of the Common Stock of the Corporation, or paid to or distributed
among the holders of any capital stock of the Corporation junior
to the $.56 Convertible Preference Stock. After having been paid
for their shares in the manner and in the amount provided in this
paragraph the holders of the $.56 Convertible Preference Stock
shall not participate further as such in any distribution of the
assets of the Corporation.

     Section 3.  Redemption Provisions:  At any time after January
1, 1976, upon thirty (30) days prior written notice to the
holders thereof, the Corporation shall have the right, privilege
and option to redeem or retire any part or all of the $.56
Convertible Preference Stock, such redemption or retirement to be
by lot or pro rata as the Board of Directors of the Corporation
may prescribe, upon the payment to the holder thereof or upon the
deposit at NationsBank of North Carolina, N.A., Charlotte, North
Carolina, for the account of the holder thereof, of the sum of
$10.00 per share, plus an amount equal to accrued and unpaid
dividends, if any, through the date of such payment with respect
to the $.56 Convertible Preference Stock, after which said
payment to the holder thereof or deposit at NationsBank of North
Carolina, N.A., Charlotte, North Carolina, for the account of the
holder thereof such part or all of said $.56 Convertible
Preference Stock shall be deemed to have been redeemed or retired
and to be no longer outstanding. The Corporation shall not redeem
less than all of the $.56 Convertible Preference Stock if, and so
long as, there exist any accrued and unpaid dividends with
respect thereto.

     Section 4.  Conversion Rights:  Each holder of the $.56
Convertible Preference Stock shall have the right, option and
privilege, upon written demand made upon the Corporation and upon
surrender to the Corporation at its office at Charlotte, North
Carolina, or at any place where the Corporation shall maintain a
transfer agency or office for such purpose, of the certificates
representing such stock properly endorsed, to convert at any time
until 10 days before the date fixed for redemption, the whole or
any part of the $.56 Convertible Preference Stock of such holder
into Common Stock of the Corporation on the basis of four shares
of such Common Stock for each one share of $.56 Convertible
Preference Stock (which conversion ratio has been adjusted to
reflect the two-for-one stock splits effected as 100% share
dividends in each of fiscal years 1986 and 1991); upon such
written demand and surrender, the Corporation shall be bound to
issue and deliver to such holder four shares of Common Stock as
fully-paid and non-assessable for each one share of $.56
Convertible Preference Stock so surrendered for conversion (which
conversion ratio has been adjusted to reflect the two-for-one
stock splits effected as 100% share dividends in each of fiscal
years 1986 and 1991); provided, however, that if the number of
outstanding shares of the Common Stock of the Corporation into
which the $.56 Convertible Preference Stock is convertible is
increased by stock dividend or split-up, or decreased by
combination of shares or reverse split, the ratio of the
Conversion Rights shall be adjusted accordingly.




<PAGE>                           3

     Section 5.  Voting Rights:  The $.56 Convertible Preference
Stock shall have the power to vote as a single class with the
Common Stock of the Corporation, one vote per share, on all
matters on which the Common Stock has power to vote.

     If an arrearage of eight quarterly dividends on any series
of $.56 Convertible Preference Stock occurs, the holders of $.56
Convertible Preference Stock shall be entitled, in addition to
their general right to vote for directors, to vote separately as
a class (together with all other series of $.56 Convertible
Preference Stock outstanding at the time) to elect two directors,
such right to terminate, however, when the dividends in arrears
on the $.56 Convertible Preference Stock have been paid in full.

     Without the affirmative vote of the holders of at least
two-thirds of the shares of all series of $.56 Convertible
Preference Stock outstanding at the time, voting as a single
class, the Corporation may not effect any changes in the terms of
such $.56 Convertible Preference Stock relating to dividend rate,
redemption price, amount payable on liquidation, voting rights,
terms of exchange thereof for the capital stock into which it is
convertible, or create any new class of stock entitled to
dividends or shares in distribution of assets in priority to the
$.56 Convertible Preference Stock; and without the affirmative
vote of the holders of at least a majority of the shares of all
series of $.56 Convertible Preference Stock outstanding at the
time, voting as a class, the Corporation may not create any new
class of stock entitled to dividends or shares in distribution of
assets on a parity with the $.56 Convertible Preference Stock.

     The $.56 Convertible Preference Stock shall have the power
to vote as a separate class on other matters in such manner and
with such effect as may be provided for by law or otherwise.

     Section 6.  Pre-emptive Rights:  No holder of $.56
Convertible Preference Stock shall have any pre-emptive right to
subscribe to any issue of additional capital stock of the
Corporation.

     Section 7.  General:  With respect to the right to receive
dividends and the right to distribution of the assets in the case
of the dissolution or liquidation of the Corporation the $.56
Convertible Preference Stock shall be junior to all preferred
stock of the Corporation hereafter issued which is by its terms
senior to the $.56 Convertible Preference Stock.

     C.  Additional Preferred Stock.  Shares of Additional
Preferred Stock may be issued as one or more classes and in
series within a class all with such preferences, limitations and
relative rights as and when determined by resolution of the Board
of Directors of the Corporation or any other manner authorized by
law.

     The Board of Directors of the Corporation has designated,
established and authorized the following series of Additional
Preferred Stock:

     (1)  Series A Junior Participating Additional Preferred
Stock.

     Section 1.  Designation and Amount.  The shares of such
series shall be designated as "Series A Junior Participating
Additional Preferred Stock" (the "Series A Preferred Stock") and
the number of shares constituting the Series A Preferred Stock
shall be 600,000. Such number of shares




<PAGE>                           4


may be increased or decreased by resolution of the Board of
Directors; provided, that no decrease shall reduce the number of
shares of Series A Preferred Stock to a number less than the number
of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Preferred Stock.

     Section 2.  Dividends and Distributions.

     (A)  Subject to the rights of the holders of the $.56
Convertible Preference Stock and any shares of any series of
Preferred Stock (or any similar stock) ranking prior and superior
to the Series A Preferred Stock with respect to dividends, the
holders of shares of Series A Preferred Stock, in preference to
the holders of Common Stock (the "Common Stock"), of the
Corporation, and of any other junior stock, shall be entitled to
receive, when, as and if declared by the Board of Directors out
of funds legally available for the purpose, quarterly dividends
payable in cash on the first day of January, April, July and
October in each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Series A Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the
greater of (a) $1 or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount
of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common
Stock or a subdivision of the outstanding shares of Common Stock
(by reclassification or otherwise), declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date
or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of
Series A Preferred Stock. In the event the Corporation shall at
any time declare or pay any dividend on the Common Stock payable
in shares of Common Stock, or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares
of Common Stock, then in each such case the amount to which
holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

     (B)  The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
paragraph (A) of this Section immediately after it declares a
dividend or distribution on the $.56 Convertible Preference Stock
and Common Stock (other than a dividend payable in shares of
Common Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $1
per share on the Series A Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.

     (C)  Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such
shares, unless the date of issue of such shares is prior to the
record date for the first Quarterly


<PAGE>                         5

Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or
is a date after the record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares
of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive payment
of a dividend or distribution declared thereon, which record date
shall be not more than 60 days prior to the date fixed for the
payment thereof.

     Section 3.  Voting Rights.  The holders of shares of Series A
Preferred Stock shall have the following voting rights:

     (A)  Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the
holder thereof to 100 votes on all matters submitted to a vote of
the shareholders of the Corporation. In the event the Corporation
shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the
number of votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction, the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     (B)  Except as otherwise provided herein, in any other
Certificate of Designations creating a class of Preferred Stock
or any similar stock, or by law, the holders of shares of Series
A Preferred Stock and the holders of shares of $.56 Convertible
Preference Stock and Common Stock and any other capital stock of
the Corporation having general voting rights shall vote together
as one class on all matters submitted to a vote of shareholders
of the Corporation.

     (C)  Except as set forth herein, or as otherwise provided by
law, holders of Series A Preferred Stock shall have no special
voting rights and their consent shall not be required (except to
the extent they are entitled to vote with holders of Common Stock
as set forth herein) for taking any corporate action.




<PAGE>                           6

     Section 4.  Certain Restrictions.

     (A)  Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided
in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on
shares of Series A Preferred Stock outstanding shall have been
paid in full, the Corporation shall not:

          (i)  declare or pay dividends, or make any other
     distributions, on any shares of stock ranking junior (either
     as to dividends or upon liquidation, dissolution or winding
     up) to the Series A Preferred Stock;

          (ii)  declare or pay dividends, or make any other
     distributions, on any shares of stock ranking on a parity
     (either as to dividends or upon liquidation, dissolution or
     winding up) with the Series A Preferred Stock, except
     dividends paid ratably on the Series A Preferred Stock and
     all such parity stock on which dividends are payable or in
     arrears in proportion to the total amounts to which the
     holders of all such shares are then entitled;

          (iii)  redeem or purchase or otherwise acquire for
     consideration shares of any stock ranking junior (either as
     to dividends or upon liquidation, dissolution or winding up)
     to the Series A Preferred Stock, provided that the
     Corporation may at any time redeem, purchase or otherwise
     acquire shares of any such junior stock in exchange for
     shares of any stock of the Corporation ranking junior
     (either as to dividends or upon dissolution, liquidation or
     winding up) to the Series A Preferred Stock; or

          (iv)  redeem or purchase or otherwise acquire for
     consideration any shares of Series A Preferred Stock, or any
     shares of stock ranking on a parity with the Series A
     Preferred Stock, except in accordance with a purchase offer
     made in writing or by publication (as determined by the
     Board of Directors) to all holders of such shares upon such
     terms as the Board of Directors, after consideration of the
     respective annual dividend rates and other relative rights
     and preferences of the respective series and classes, shall
     determine in good faith will result in fair and equitable
     treatment among the respective series or classes.

     (B)  The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration
any shares of stock of the Corporation unless the Corporation
could, under paragraph (A) of this Section 4, purchase or
otherwise acquire such shares at such time and in such manner.

     Section 5.  Reacquired Shares.  Any shares of Series A
Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued
shares of Additional Preferred Stock and may be reissued as part
of a new series of Additional Preferred Stock subject to the
conditions and restrictions on issuance set forth herein, in the
Articles of Incorporation, or in any other Certificate of
Designation creating a class of Additional Preferred Stock or any
similar stock or as otherwise required by law.

     Section 6.  Liquidation, Dissolution or Winding Up.  Upon any
liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (I) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock
unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100 per share, plus an
amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment,
provided that the holders of shares of Series A Preferred Stock
shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate amount to be


<PAGE>                            7

distributed per share to holders of shares of Common Stock, or (2)
to the holders of shares of stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with
the Series A Preferred Stock, except distributions made ratably on
the Series A Preferred Stock and all such parity stock in proportion
to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up. In the
event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the aggregate amount to which holders of
shares of Series A Preferred Stock were entitled immediately
prior to such event under the proviso in clause (1) of the
preceding sentence shall be adjusted by multiplying such amount
by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

     Section 7.  Consolidation, Merger, etc.  In case the
Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case
each share of Series A Preferred Stock shall at the same time be
similarly exchanged or changed into an amount per share, subject
to the provision for adjustment hereinafter set forth, equal to
100 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into
which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time declare
or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares
of Common Stock, then in each such case the amount set forth in
the preceding sentence with respect to the exchange or change of
shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to
such event.

     Section 8.  No Redemption.  The shares of Series A Preferred
Stock shall not be redeemable.

     Section 9.  Rank.  The Series A Preferred Stock shall rank,
with respect to the payment of dividends and the distribution of
assets in liquidation, dissolution or winding up, junior to the
$.56 Convertible Preference Stock and to all series of any other
class of the Corporation's Preferred Stock.

     Section 10.  Amendment.  The Restated Articles of
Incorporation of the Corporation shall not be amended in any
manner which would materially alter or change the powers,
preferences or special rights of the Series A Preferred Stock so
as to affect them adversely without the affirmative vote of the
holders of at least two-thirds of the outstanding shares of
Series A Preferred Stock, voting together as a single class.




<PAGE>                        8

     ARTICLE 4.  The address of the registered office of the
Corporation in the State of North Carolina is 1800 Two First
Union Center, Charlotte, Mecklenburg, North Carolina 28282, and
the name of its registered agent at such address is Douglas J.
Yacenda.

     ARTICLE 5.  No holder of shares of capital stock of any
series or class of the Corporation shall have any preemptive
right to purchase, subscribe for or otherwise acquire stock of
the Corporation of any series or class now or hereafter
authorized, or any securities exchangeable for or convertible
into any such stock, or any warrants or other instruments
evidencing rights or options to subscribe for, purchase or
otherwise acquire any such stock whether such stock, securities,
warrants or other instruments be unissued, or issued and
thereafter acquired by the Corporation; nor shall any holder of
fully paid shares of capital stock be liable for any further
assessment; and all such shares of capital stock may be issued by
the Corporation for such lawful consideration at such time and to
such person or entities as the Board of Directors may from time
to time determine.

     ARTICLE 6.  To the fullest extent permitted by the North
Carolina Business Corporation Act, as the same exists or
hereafter may be amended, a director of the Corporation shall not
be personally liable to the Corporation, its shareholders or
otherwise for monetary damage for breach of his duty as a
director. Any repeal or modification of this Article shall be
prospective only and shall not adversely affect any limitation on
the personal liability of a director of the Corporation existing
at the time of such repeal or modification.

     ARTICLE 7.  Directors may be removed from office only for
cause and only by a vote of shareholders holding a majority of
the shares entitled to vote at an election of directors. If any
or all directors are so removed, new directors may be elected at
the same meeting. The affirmative vote of two-thirds of the total
number of voting shares outstanding shall be required to amend,
alter, change or repeal this ARTICLE 7.



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