<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

      (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, 1996
                                               -------------------

      [   ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
                   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)

        2000 TWO FIRST UNION CENTER, CHARLOTTE, NORTH CAROLINA    28282
        -----------------------------------------------------------------------
        (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (704) 372-5404

          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 reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes  X    No               
   ----     ----           

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]

The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of December 6, 1996, was $362,774,639.

As of December 6, 1996, the Registrant had outstanding 46,520,833 shares of
Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II:  Certain portions of the Annual Report to Shareholders for the
fiscal year ended September 29, 1996 (with the exception of those portions
which are specifically incorporated by reference in this Form 10-K and included
as Exhibit 13 hereto, the Annual Report to Shareholders for the fiscal year
ended September 29, 1996, is not deemed to be filed or incorporated by
reference as part of this report).

Part III:  Definitive Proxy Statement dated December 20, 1996, as filed
pursuant to Section 14 of the Securities Exchange Act of 1934 in connection
with the 1997 Annual Meeting of Shareholders.  (With the exception of those
portions which are specifically incorporated by reference in this Form 10-K,
the Proxy Statement is not deemed to be filed or incorporated by reference as
part of this report.)

<PAGE>   2


                             RUDDICK CORPORATION
                        AND CONSOLIDATED SUBSIDIARIES

           Form 10-K for the Fiscal Year ended September 29, 1996

                              TABLE OF CONTENTS

                                      
PAGE
----
<TABLE>
<S>       <C>                                                                                        <C>
                                    PART I

Item 1.   Business ................................................................................    1
Item 2.   Properties ..............................................................................    3
Item 3.   Legal Proceedings .......................................................................    5
Item 4.   Submission of Matters to a Vote of Security Holders .....................................    5
Item 4A.  Executive Officers of the Registrant ....................................................    5


                                    PART II

Item 5.   Market for Registrant's Common Equity and Related
          Shareholder Matters .....................................................................    6     
Item 6.   Selected Financial Data .................................................................    6     
Item 7.   Management's Discussion and Analysis of Financial                                                   
          Condition and Results of Operations .....................................................    6     
Item 8.   Financial Statements and Supplementary Data .............................................    6     
Item 9.   Changes in and Disagreements with Accountants on                                                    
          Accounting and Financial Disclosure .....................................................    7     

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant ......................................    7   
Item 11.  Executive Compensation ..................................................................    7   
Item 12.  Security Ownership of Certain Beneficial Owners and                                              
          Management ..............................................................................    7   
Item 13.  Certain Relationships and Related Transactions ..........................................    7   

                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports
          on Form 8-K .............................................................................    8
</TABLE>




<PAGE>   3


                                     PART I

ITEM 1.  BUSINESS

     Ruddick Corporation (the "Registrant") is a holding company which, through
its wholly-owned subsidiaries, is engaged in two primary businesses: Harris
Teeter, Inc. ("Harris Teeter") operates a regional chain of supermarkets in
five southeastern states and American & Efird, Inc. ("A&E") manufactures and
distributes industrial and consumer sewing thread and sales yarn.

     At September 29, 1996, the Registrant and its subsidiaries had total
consolidated assets of $801,702,000 and had approximately 20,100 employees.
The principal executive offices of the Registrant are located at 2000 Two First
Union Center, Charlotte, North Carolina 28282.

     Ruddick Corporation, which is incorporated under North Carolina law, was
created in 1968 through the consolidation of the predecessor companies of A&E
and Ruddick Investment Company, a subsidiary of the Registrant.  In 1969 the
Registrant acquired Harris Teeter.  Also in 1969, the Registrant acquired the
predecessor of Jordan Graphics, Inc. ("Jordan Graphics").  On January 23, 1996,
certain assets of Jordan Graphics were sold to The Reynolds and Reynolds
Company.  Jordan Graphics' name has been changed to JGBF, Inc., and it no
longer represents one of the Registrant's primary businesses.

     The two businesses in which the Registrant engages through its principal
operating subsidiaries, together with certain financial information and
competitive aspects of such businesses, are discussed separately below.  For
certain other information regarding industry segments, see the Note entitled
"Industry Segment Information" of the Notes to Consolidated Financial
Statements of Ruddick Corporation and Subsidiaries in the Registrant's 1996
Annual Report to Shareholders (the "1996 Annual Report"), which information is
incorporated herein by reference.

     The only foreign operations conducted by the Registrant are through A&E.
Neither of the two businesses engaged in by the Registrant would be
characterized as seasonal.

     The Registrant employs twenty-one people, including five executives who
formulate and implement overall corporate objectives and policies.  The
Registrant's employees perform functions in a number of areas including
finance, accounting, audit, insurance, reporting, employee benefits, and public
and shareholder relations.  The Registrant assists its subsidiaries in
developing long-range goals, in strengthening management personnel and skills,
and in financing operations.  Management of each subsidiary is responsible for
implementing operating policies and reports to management of the Registrant.



<PAGE>   4


                                     A & E

     A&E produces industrial sewing thread from natural and synthetic fibers
for use by apparel, automotive, upholstered furniture, home furnishings,
medical supplies and footwear manufacturers.  A&E also produces consumer sewing
thread for use in home sewing.  These products are primarily manufactured in
fourteen plants, all located in North Carolina, and are sold primarily in the
United States.  Limited quantities of industrial sewing threads are exported.
A&E also distributes sewing supplies manufactured by other companies.  Thread
and notion products accounted for approximately 99% of A&E's net sales in
fiscal 1996.  A&E also produces a limited quantity of mercerized cotton yarns
for use by the knitting and weaving industries, which products accounted for 1%
of A&E's net sales in fiscal 1996.  This yarn production has decreased
considerably in recent years as plant capacity has been converted to the
manufacture of sewing thread.  Sales operations are conducted through primarily
A&E's employed salespersons, and additionally, through commission brokers and
distributors.  A&E's sales constituted 14% of the Registrant's consolidated
sales in fiscal 1996 (15% in 1995 and 15% in 1994).

     The order backlog, believed to be firm, as of the end of the 1996 fiscal
year was approximately $14,390,000 versus $12,920,000 at the end of the
preceding fiscal year.  Such backlog normally is expected to be filled within
two weeks of fiscal year end.  A&E has approximately 7,100 active customer
accounts.  In fiscal 1996, no single customer accounted for more than 6% of
total net sales, and the ten largest customers accounted for an aggregate of
less than 22% of total net sales.

     A&E purchases cotton from domestic cotton merchants.  There is presently a
sufficient supply of cotton worldwide and in the domestic market.  Synthetic
fibers are bought from the principal American synthetic fiber producers and are
currently available in an adequate supply.

     There are no material patents, licenses, franchises, or concessions held
by A&E.  Research and Development expenditures were $304,000 and $245,000 in
fiscal 1996 and fiscal 1995, respectively, none of which expenditures were
sponsored by customers.  Three employees are engaged in this activity
full-time.

     A&E has expanded into international markets as sewing thread demand has
increased outside the United States in the apparel, home furnishings, and
industrial markets.  A&E's recorded investment in its subsidiaries in England,
Costa Rica, Canada, Korea, Mexico, Hong Kong and Malaysia and in its joint
ventures in Dominican Republic and Honduras totals approximately $52 million.
Management expects to continue to expand foreign production and distribution
operations, primarily through additional joint ventures.

     The industrial sewing thread industry is highly competitive.  A&E is the
largest producer in the U.S. industrial thread market.  Principal competitors
include Coats/American and imported products sold primarily through
distributors.  Principal competitive factors include quality, service and
price.  Less than 4% of A&E's fiscal 1996 sales were in the consumer thread
market, in which market A&E competes with a number of large, well-established
companies, including Coats/American.

     A&E employed approximately 3,400 persons worldwide as of the end of fiscal
1996.  A&E considers its employee relations to be good.





<PAGE>   5





                                 HARRIS TEETER

     Harris Teeter operates supermarkets in North Carolina (92), South Carolina
(23), Virginia (13), Georgia (5), and Tennessee (1) for sales of groceries,
produce, meat and seafood, delicatessen items, bakery items, wines and non-food
items such as health and beauty care, floral and other products normally
offered for sale in supermarkets.  Harris Teeter has a program in place whereby
each retail store will undergo a major remodel every eight years.  Harris
Teeter remodeled five stores during fiscal 1996 and expects to remodel twelve
stores in fiscal 1997.  In addition, nine new stores were opened and fourteen
older, less profitable, stores were sold or closed in fiscal 1996.  In fiscal
1993, a reserve was established in anticipation of closing 12 smaller, less
competitive stores and replacing them with larger stores offering increased
variety and drawing from a larger market area.  Four of the stores closed in
fiscal 1996 were covered by this reserve.  As of fiscal year end, Harris Teeter
had 134 stores in operation.  Its principal offices and cold storage perishable
distribution facilities are located near Charlotte, North Carolina, and its dry
grocery and frozen storage distribution facilities are located in Greensboro,
North Carolina. Harris Teeter produces some dairy products, but buys most of
the products it sells, including its private label brands.  Harris Teeter's
sales constituted 86% of the Registrant's consolidated sales in fiscal 1996
(85% in 1995 and 85% in 1994).

     The supermarket industry is highly competitive.  Harris Teeter competes
with local, regional, and national food chains, some of which are larger in
terms of assets and sales, as well as with independent merchants.  Principal
competitive factors include store location, price, service, convenience,
cleanliness, product quality and product variety.  No one customer or group of
customers has a material effect upon the business of Harris Teeter.

     At fiscal year end, Harris Teeter employed approximately 8,600 persons
full-time and 8,100 part-time. Warehouse employees and drivers at Harris
Teeter's warehouse near Charlotte, North Carolina are represented by a union,
but Harris Teeter is not party to a collective bargaining agreement covering
such employees.  Harris Teeter considers its employee relations to be good.

                               RUDDICK INVESTMENT

     Ruddick Investment makes direct venture investments from its own capital
base and from internally generated funds primarily for the development of
retail sites for Harris Teeter stores.  Additionally, the company's venture
capital portfolio is invested in a limited number of industries and may include
securities of start-ups and early stage firms, as well as publicly traded
securities.  Some of the products and services produced by the current
portfolio holdings include proprietary building products, textiles,
pharmaceuticals and medical diagnostic instrumentation.  Ruddick Investment's
principal objective is to achieve long-term gains on each of its investments.
It is not an operating company and does not offer a service or product in the
normal course of business.

ITEM 2. PROPERTIES

     The executive offices of the Registrant are located in approximately 8,086
square feet of leased space in a downtown office tower at 2000 Two First Union
Center, Charlotte, North Carolina 28282, in which it is a tenant under a lease
which expires in May 1998.

     A&E's principal offices and fourteen domestic manufacturing plants are all
owned by A&E and are all located in North Carolina.  Manufacturing plants have
an aggregate of 2,225,093 square feet of floor space and an insured value of
$418,599,000.  A&E has the capacity to produce annually


<PAGE>   6

approximately 41,300,000 pounds of industrial sewing thread and 3,250,000 pounds
of sales yarn and has a dyeing capacity of approximately 46,900,000 pounds per
year. Capacities are based on 168 hours of operations per week.  A&E also leases
22 distribution centers scattered throughout its domestic markets at an
approximate annual rent of $1,738,000.  Through subsidiaries, A&E also owns
seven international manufacturing plants with an aggregate of 338,599 square
feet of floor space and an insured value of $51,215,000.  These subsidiaries
have sewing thread dyeing capacity of approximately 10,000,000 pounds per year.
Capacities are based on 168 hours of operations per week.  In addition to its
subsidiaries, A&E has minority interests in two joint ventures.

     Harris Teeter owns its principal offices, which consist of 116,000 square
feet of space located on a 10 acre tract of land near Charlotte, North
Carolina.  Harris Teeter also owns a 104 acre tract east of Charlotte where its
cold storage distribution facility is located.  This facility contains
approximately 176,000 square feet, most of which is equipped to store
refrigerated or perishable goods.  Harris Teeter also owns a 49 acre tract in
Greensboro, North Carolina, where its dry grocery and frozen goods warehouses
are located.  The dry grocery warehouse contains approximately 547,000 square
feet and the frozen goods warehouse contains approximately 130,000 square feet.
Harris Teeter owns an 18,050 square foot milk processing plant located on 8.3
acres of land in Charlotte, North Carolina and an 81,900 square foot milk
processing and ice cream manufacturing facility located on 4.7 acres of land in
High Point, North Carolina.  Harris Teeter operates its retail stores
exclusively from leased properties.  The base annual rentals on leased store
and warehouse properties as of September 29, 1996 aggregated approximately
$38,823,000 net of sublease rentals of approximately $1,010,000.  In addition
to the base rentals, the majority of the lease agreements provide for
additional annual rentals based on 1% of the amount by which annual store sales
exceed a predetermined amount.  During the fiscal year ended September 29,
1996, the additional rental amounted to approximately $1,175,000.  Harris
Teeter's supermarkets range in size from approximately 24,000 square feet to
67,000 square feet, with an average size of approximately 36,000 square feet.
The following table sets forth selected statistics with respect to Harris
Teeter stores for each of the last three fiscal years:


HARRIS TEETER STORE DATA                 1994         1995         1996
                                         ----         ----         ----
Stores Open at End of Period              139          139          134
Average Weekly Net Sales Per Store*   $223,467     $234,656     $259,160
Average Square Footage Per Store        30,974       33,678       36,273
Average Square Footage Per New Store
 Opened During Period                   40,154       47,348       57,610
Total Square Footage at End
 of Period                           4,305,325    4,681,204    4,860,546


* Computed on the basis of aggregate sales of stores open for a full year.


     JGBF, Inc. owns corporate offices and a manufacturing facility and
warehouse located near Charlotte, North Carolina.  This facility, which
contains 188,000 square feet and is located on 26 acres of land, is leased to
The Reynolds and Reynolds Company on a long-term lease.

<PAGE>   7


ITEM 3. LEGAL PROCEEDINGS

     The Registrant has entered into an Administrative Order on Consent with
Region IV of the United States Environmental Protection Agency, together with
14 other parties who have been designated potentially responsible parties, to
perform a remedial investigation/feasibility study at the Leonard Chemical
Company Superfund site in Rock Hill, South Carolina.  The Registrant's
potential liability is based on the alleged disposal of waste material at this
Superfund site by Pargo, Inc.  Pargo, Inc. was a wholly owned subsidiary of the
Registrant from 1969 to 1972.  The Registrant has agreed to participate in the
remedial investigation/feasibility study on the condition that its share of the
costs does not exceed 1.8% of the total plus an additional payment of $4,680
for costs previously incurred by other parties.  The Registrant estimates that,
based on current information, the total cost of the remedial
investigation/feasibility study should be approximately $500,000.  Under the
interim allocation of costs agreed to by the parties to the Administrative
Order on Consent, the Registrant's share is 1.155% of the total cost.  The
Registrant does not believe that this proceeding will have a material effect on
its business or financial condition.

     The Registrant and its subsidiaries are involved in various matters from
time to time in connection with their operations, including various
environmental matters.  These matters considered in the aggregate have not had,
nor does the Registrant expect them to have, a material effect on the
Registrant's business or financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

     The following list contains the name, age, positions and offices held, and
period served in such positions or offices for each of the executive officers
of the Registrant.

      R. Stuart Dickson, age 67, has been Chairman of the Executive Committee
      since February, 1994.  Prior to that time he had been Chairman of the
      Board of the Registrant since its formation in October, 1968.

      Alan T. Dickson, age 65, has been Chairman of the Board since February,
      1994.  Prior to that time he had been President of the Registrant since
      its formation in October, 1968.

      John W. Copeland, age 61, has been President of the Registrant since
      February, 1994.  Prior to that time he had been President of A&E since
      October, 1984.

      Thomas W. Dickson, age 41, has been Executive Vice President of the
      Registrant since February, 1996.  He served also as President of A&E from
      February, 1994 to August, 1996.  Prior to that time, he served as A&E's
      Executive Vice President from 1991 to 1994 and Senior Vice
      President-Marketing and International from 1989 to 1991.

      Richard N. Brigden, age 57, has been Vice President-Finance of the
      Registrant since December, 1983.

<PAGE>   8


      Edward S. Dunn, Jr., age 53, has been President of Harris Teeter since
      January 1, 1989.

      Fred A. Jackson, age 46, has been President of A&E since August, 1996.
      Prior to that time, for more than five years, he served as its Senior
      Vice President-Industrial Thread Sales.

     The executive officers of the Registrant and its subsidiaries are elected
annually by their respective Boards of Directors.  R. Stuart Dickson and Alan
T. Dickson are brothers.  Thomas W. Dickson is the son of R. Stuart Dickson and
the nephew of Alan T. Dickson.  No other executive officer has a family
relationship with any other executive officer or director or nominee for
director as close as first cousin.

                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     The information required for this item is incorporated herein by reference
to the following sections of the Registrant's 1996 Annual Report:  information
regarding the principal market for  Common Stock, number of shareholders of
record, market price information per share of Common Stock and dividends
declared per share of Common Stock for each quarterly period in the 1996 and
1995 fiscal years is incorporated by reference to the Note headed "Quarterly
Information (Unaudited)" to the Notes to Consolidated Financial Statements; and
information regarding restrictions on the ability of the Registrant to pay cash
dividends is incorporated by reference to "Management's Discussion and Analysis
of Financial Condition and Results of Operations-Capital Resources and
Liquidity" and the Note headed "Long-Term Debt" to the Notes to Consolidated
Financial Statements.

ITEM 6. SELECTED FINANCIAL DATA

     The information required for this item, for each of the last five fiscal
years, is incorporated herein by reference to the section headed "Eleven-Year
Financial and Operating Summary" in the Registrant's 1996 Annual Report.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The information required for this item is incorporated herein by reference
to the section headed "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Registrant's 1996 Annual Report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Consolidated Financial Statements of the Registrant, including the
Report of Independent Public Accountants thereon, are incorporated herein by
reference from the Registrant's 1996 Annual Report.

     The required supplementary financial information is incorporated herein by
reference from the Note headed "Quarterly Information (Unaudited)" of the Notes
to Consolidated Financial Statements in the Registrant's 1996 Annual Report.

<PAGE>   9


     The financial statement schedules required to be filed herewith, and the
Report of Independent Public Accountants thereon, are listed under Item 14(a)
of this Report and filed herewith pursuant to Item 14(d) of this Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     Not applicable.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item with respect to executive officers
is set forth above in Part I, Item 4A. The other information required by this
item is incorporated herein by reference to the sections entitled "Election of
Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the
Registrant's Proxy Statement dated December 20, 1996, filed with the Securities
and Exchange Commission with respect to the Registrant's 1997 Annual Meeting of
Shareholders (the "1997 Proxy Statement").

ITEM 11. EXECUTIVE COMPENSATION

     The information required by this item is incorporated herein by reference
to the sections entitled "Election of Directors -Directors' Fees and
Attendance" and "Executive Compensation" in the Registrant's 1997 Proxy
Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is incorporated herein by reference
to the sections entitled "Principal Shareholders" and "Election of
Directors-Beneficial Ownership of Company Stock" in the Registrant's 1997 Proxy
Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Not applicable.


<PAGE>   10


                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Documents filed as part of report

      (1)  Financial Statements:  The following report and financial
           statements are incorporated herein by reference to the Registrant's
           1996 Annual Report:

            Consolidated Balance Sheets, September 29, 1996 and October 1, 1995

            Statements of Consolidated Income and Retained Earnings for the
            fiscal years ended September 29, 1996, October 1, 1995 and October
            2, 1994

            Statements of Consolidated Cash Flows for the fiscal years ended
            September 29, 1996, October 1, 1995 and October 2, 1994

            Notes to Consolidated Financial Statements

            Report of Independent Public Accountants

      (2)  Financial Statement Schedules:  The following report and
           financial statement schedules are filed herewith:

            Report of Independent Public Accountants for each of the fiscal
            years in the three year period ended September 29, 1996

            Schedule II    - Valuation and Qualifying Accounts and Reserves

            All other schedules are omitted as the required information is
            inapplicable or the information is presented in the consolidated
            financial statements or related notes thereto.

      (3)  Exhibits:  The following exhibits are filed with this report
           or, as noted, incorporated by reference herein:

<PAGE>   11



Exhibit No. Description

  3.1  Restated Articles of Incorporation of the Registrant, incorporated
       herein by reference to Exhibit 3.1 of the Registrant's Quarterly Report
       on Form 10-Q for the quarterly period ended March 29, 1992 (Commission
       File No. 1-6905).

  3.2  Amended and Restated Bylaws of the Registrant, incorporated herein by
       reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K
       for the fiscal year ended September 27, 1992 (Commission File No.
       1-6905).

  4.1  Revolving Credit Agreements for an aggregate of $100,000,000, entered
       into as of February 15, 1995, by and between the Registrant and each of
       First Union National Bank of North Carolina, NationsBank, National
       Association (formerly NationsBank, National Association (Carolinas)) and
       Wachovia Bank of North Carolina, N.A., incorporated herein by reference
       to Exhibits 4.1, 4.2 and 4.3 of the Registrant's Quarterly Report on
       Form 10-Q for the quarterly period ended April 2, 1995 (Commission File
       No. 1-6905).

  4.2  $50,000,000 6.48% Series A Senior Notes due March 1, 2011 and
       $50,000,000 Private Shelf Facility dated March 1, 1996 between Ruddick
       Corporation and The Prudential Insurance Company of America,
       incorporated herein by reference to Exhibit 4.1 of the Registrant's
       Quarterly Report on Form 10-Q for the quarterly period ended March 31,
       1996 (Commission File No. 1-6905).  The Registrant has certain other
       long-term debt, but has not filed the instruments evidencing such debt
       as part of Exhibit 4 as none of such instruments authorize the issuance
       of debt exceeding 10 percent of the total consolidated assets of the
       Registrant.  The Registrant agrees to furnish a copy of each such
       agreement to the Commission upon request.

 10.1  Description of Incentive Compensation Plans.*

 10.2  Supplemental Executive Retirement Plan of Ruddick Corporation, as
       amended and restated, incorporated herein by reference to Exhibit 10.3 of
       the Registrant's Annual Report on Form 10-K for the fiscal year ended
       September 30, 1990 (Commission File No. 1-6905).*

 10.3  Resolutions adopted by the Board of Directors of the Registrant and the
       Plan's Administrative Committee with respect to benefits payable under
       the Registrant's Supplemental Executive Retirement Plan to Alan T.
       Dickson and R. Stuart Dickson, incorporated herein by reference to
       Exhibit 10.3 of the Registrant's Annual Report on Form 10-K for the
       fiscal year ended September 29, 1991 (Commission File No. 1-6905).*

 10.4  Deferred Compensation Plan for Key Employees of Ruddick Corporation and
       subsidiaries, as amended and restated, incorporated herein by reference
       to Exhibit 10.5 of the Registrant's Annual Report on Form 10-K for the
       fiscal year ended September 30, 1990 (Commission File No. 1-6905).*

<PAGE>   12


Exhibit No. Description

 10.5   1982 Incentive Stock Option Plan, as amended and restated, incorporated
        herein by reference to Exhibit 10.5 of the Registrant's Annual Report on
        Form 10-K for the fiscal year ended October 2, 1994 (Commission File No.
        1-6905).*

 10.6   1988 Incentive Stock Option Plan, incorporated herein by reference to
        Exhibit 10.6 of the Registrant's Annual Report on Form 10-K for the
        fiscal year ended October 2, 1994 (Commission File No. 1-6905).*

 10.7   Ruddick Corporation Incentive Stock Option Agreement between the
        Registrant and Thomas W. Dickson dated November 12, 1992.*

 10.8   Ruddick Corporation Incentive Stock Option Agreement between the
        Registrant and Fred A. Jackson dated November 12, 1992.*

 10.9   Ruddick Corporation Incentive Stock Option Agreement between the
        Registrant and John W. Copeland dated November 18, 1993.*

 10.10  1993 Incentive Stock Option and Stock Appreciation Rights Plan,
        incorporated herein by reference to Exhibit 10.7 of the Registrant's
        Annual Report on Form 10-K for the fiscal year ended October 3, 1993
        (Commission File No. 1-6905).*

 10.11  Ruddick Corporation Incentive Stock Option Agreement between the        
        Registrant and Thomas W. Dickson dated November 18, 1993.*              
                                                                                
 10.12  Ruddick Corporation Incentive Stock Option Agreement between the        
        Registrant and Thomas W. Dickson dated November 15, 1995.*              
                                                                                
 10.13  Ruddick Corporation Incentive Stock Option Agreement between the        
        Registrant and Fred A. Jackson dated November 18, 1993.*                
                                                                                
 10.14  Ruddick Corporation Incentive Stock Option Agreement between the        
        Registrant and Fred A. Jackson dated November 15, 1995.*                
                                                                                
 10.15  Ruddick Corporation Incentive Stock Option Agreement between the        
        Registrant and Edward S. Dunn, Jr. dated November 15, 1995.*            
                                                                                
 10.16  Ruddick Corporation Incentive Stock Option Agreement between the  
        Registrant and R. N. Brigden dated November 15, 1995.*                  
                                                                                
 10.17  Description of the Registrant's Long Term Key Management Incentive      
        Program, incorporated herein by reference to Exhibit 10.7 of the        
        Registrant's Annual Report on Form 10-K for the fiscal year ended       
        September 29, 1991 (Commission File No. 1-6905).*                       




<PAGE>   13



Exhibit No. Description

 10.18 Ruddick Corporation Irrevocable Trust for the Benefit of Participants
       in the Long Term Key Management Incentive Program, incorporated herein by
       reference to Exhibit 10.9 of the Registrant's Annual Report on Form 10-K
       for the fiscal year ended September 30, 1990 (Commission File No.
       1-6905).*

 10.19 Rights Agreement dated November 15, 1990 by and between the Registrant
       and Wachovia Bank of North Carolina, N.A., incorporated herein by
       reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K
       dated November 21, 1990 (Commission File No. 1-6905).

 10.20 Ruddick Corporation Senior Officers Insurance Program Plan Document
       and Summary Plan Description, incorporated herein by reference to Exhibit
       10.10 of the Registrant's Annual Report on Form 10-K for the fiscal year
       ended September 27, 1992 (Commission File No. 1-6905).*

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

 10.22 Ruddick Corporation Nonstatutory Stock Option Agreement Between the
       Registrant and Thomas M. Belk, incorporated herein by reference to
       Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the
       quarterly period ended June 30, 1996 (Commission File No. 1-6905).*

 10.23 Ruddick Corporation Nonstatutory Stock Option Agreement Between the
       Registrant and Edwin B. Borden, Jr., incorporated herein by reference to 
       Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the   
       quarterly period ended June 30, 1996 (Commission File No. 1-6905).*      

 10.24 Ruddick Corporation Nonstatutory Stock Option Agreement Between the
       Registrant and Beverly F. Dolan, incorporated herein by reference to     
       Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-Q for the   
       quarterly period ended June 30, 1996 (Commission File No. 1-6905).*      

 10.25 Ruddick Corporation Nonstatutory Stock Option Agreement Between the
       Registrant and Roddey Dowd, Sr., incorporated herein by reference to     
       Exhibit 10.5 of the Registrant's Quarterly Report on Form 10-Q for the   
       quarterly period ended June 30, 1996 (Commission File No. 1-6905).*      

 10.26 Ruddick Corporation Nonstatutory Stock Option Agreement Between the
       Registrant and James E.S. Hynes, incorporated herein by reference to     
       Exhibit 10.6 of the Registrant's Quarterly Report on Form 10-Q for the   
       quarterly period ended June 30, 1996 (Commission File No. 1-6905).*      



<PAGE>   14




Exhibit No. Description

 10.27 Ruddick Corporation Nonstatutory Stock Option Agreement Between the
       Registrant and Hugh L. McColl, Jr., incorporated herein by reference to  
       Exhibit 10.7 of the Registrant's Quarterly Report on Form 10-Q for the   
       quarterly period ended June 30, 1996 (Commission File No. 1-6905).*      

 10.28 Ruddick Corporation Nonstatutory Stock Option Agreement Between the
       Registrant and E. Craig Wall, Jr., incorporated herein by reference to   
       Exhibit 10.8 of the Registrant's Quarterly Report on Form 10-Q for the   
       quarterly period ended June 30, 1996 (Commission File No. 1-6905).*      

 11    Statement Regarding the Computation of Per Share Earnings.

 13    Ruddick Corporation 1996 Annual Report to Shareholders (consolidated     
       financial statements on pages 19 to 32 and sections headed "Management's 
       Discussion and Analysis of Financial Condition and Results of Operations"
       (pages 14 to 18) and "Eleven-Year Financial and Operating Summary" (pages
       12 to 13) only).                                                         

 21    List of Subsidiaries of the Registrant.                              
                                                                              
 23    Consent of Independent Public Accountants.                           
                                                                              
 27    Financial Data Schedule.                                             


________________________
* Indicates management contract or compensatory plan required to be filed as an
Exhibit.

(b) Reports on Form 8-K.

    The Registrant did not file any reports on Form 8-K during the three months
    ended September 29, 1996.

(c)  The following exhibits are filed herewith and follow the signature pages:

     10.1 Description of Incentive Compensation Plans.                          
                                                                                
     10.7 Ruddick Corporation Incentive Stock Option Agreement between the      
          Registrant and Thomas W. Dickson dated November 12, 1992.             
                                                                                
     10.8 Ruddick Corporation Incentive Stock Option Agreement between the      
          Registrant and Fred A. Jackson dated November 12, 1992.               
                                                                                
     10.9 Ruddick Corporation Incentive Stock Option Agreement between the      
          Registrant and John W. Copeland dated November 18, 1993.              
                                                                                

<PAGE>   15






    10.11 Ruddick Corporation Incentive Stock Option Agreement between the
          Registrant and Thomas W. Dickson dated November 18, 1993.

    10.12 Ruddick Corporation Incentive Stock Option Agreement between the
          Registrant and Thomas W. Dickson dated November 15, 1995.

    10.13 Ruddick Corporation Incentive Stock Option Agreement between the
          Registrant and Fred A. Jackson dated November 18, 1993.

    10.14 Ruddick Corporation Incentive Stock Option Agreement between the
          Registrant and Fred A. Jackson dated November 15, 1995.

    10.15 Ruddick Corporation Incentive Stock Option Agreement between the
          Registrant and Edward S. Dunn, Jr. dated November 15, 1995.

    10.16 Ruddick Corporation  Incentive Stock Option Agreement between
          the Registrant and R. N. Brigden dated November 15, 1995.

    11    Statement Regarding Computation of Per Share Earnings.

    13    Ruddick Corporation 1996 Annual Report to Shareholders                
          (consolidated financial statements on pages 19 to 32 and sections     
          headed "Management's Discussion and Analysis of Financial Condition   
          and Results of Operations" (pages 14 to 18) and "Eleven-Year Financial
          and Operating Summary" (pages 12 to 13) only).                        

    21    List of Subsidiaries of the Registrant.                    
                                                                     
    23    Consent of Independent Public Accountants.                 
                                                                     
    27    Financial Data Schedule.                                   


(d)  The financial statement schedules listed in Item 14(a)(2) above begin on
     Page S-1.

<PAGE>   16

                                   SIGNATURES


     Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                        RUDDICK CORPORATION
                           (Registrant)


                        By:  /s/ John W. Copeland
                             ---------------------------
                             John W. Copeland, President


Dated: December 20, 1996

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:


        Name                      Title                           Date
        ----                      -----                           ----

  /s/ John W. Copeland       President and Director         December 20, 1996
  -------------------------  (Principal Executive Officer)
  John W. Copeland           

  /s/ Richard N. Brigden     Vice President-Finance         December 20, 1996
  -------------------------  (Principal Financial Officer)
  Richard N. Brigden         

  /s/ Douglas A. Stephenson  Treasurer                      December 20, 1996
  -------------------------  (Principal Accounting Officer)
  Douglas A. Stephenson      

  /s/ Thomas M. Belk         Director                       December 20, 1996
  -------------------------
  Thomas M. Belk

                             Director                       December 20, 1996
  -------------------------
  Edwin B. Borden, Jr.

  /s/ Alan T. Dickson        Chairman of the Board          December 20, 1996
  -------------------------  and Director 
  Alan T. Dickson                         

  /s/ R. Stuart Dickson      Chairman of the Executive      December 20, 1996
  -------------------------  Committee and Director
  R. Stuart Dickson          



<PAGE>   17



      Name                   Title        Date                                 
      ----                   -----        ----
                                                                               
/s/ Beverly F. Dolan     Director   December 20, 1996                          
-----------------------                                                        
Beverly F. Dolan                                                               
                                                                               
/s/ Roddey Dowd, Sr.     Director   December 20, 1996                          
-----------------------                                                        
Roddey Dowd, Sr.                                                               
                                                                               
/s/ James E. S. Hynes    Director   December 20, 1996                          
-----------------------                                                        
James E. S. Hynes                                                              
                                                                               
/s/ Hugh L. McColl, Jr.  Director   December 20, 1996                          
-----------------------                                                        
Hugh L. McColl, Jr.                                                            
                                                                               
/s/ E. Craig Wall, Jr.   Director   December 20, 1996                          
-----------------------                                                        
E. Craig Wall, Jr.                                                             


<PAGE>   18


INDEX TO FINANCIAL STATEMENT SCHEDULES

                                                                         Page

Report of Independent Public Accountants                                  S-2

For each of the fiscal years in the three year period ended
  September 29, 1996

     Schedule II - Valuation and Qualifying Accounts and Reserves         S-3


All other schedules are omitted as the required information is inapplicable or
the information is presented in the financial statements or related notes.
































                                      S-1



<PAGE>   19

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors of
Ruddick Corporation:

We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in Ruddick Corporation's annual
report to shareholders incorporated in this Form 10-K, and have issued our
report thereon dated October 24, 1996. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole.  The schedule listed
in Item 14(a)(2) is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements.  This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.




                                                ARTHUR ANDERSEN LLP


Charlotte, North Carolina,
October 24, 1996.


























                                      S-2



<PAGE>   20

RUDDICK CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEARS ENDED
OCTOBER 2, 1994, OCTOBER 1, 1995                                     SCHEDULE II
AND SEPTEMBER 29, 1996
                        (IN THOUSANDS)
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------
               COLUMN A                        COLUMN B       COLUMN C      COLUMN D        COLUMN E
----------------------------------------------------------------------------------------------------
                                                             ADDITIONS
                                                BALANCE      CHARGED TO                      BALANCE
                                             AT BEGINNING     COSTS AND                      AT END
             DESCRIPTION                    OF FISCAL YEAR    EXPENSES     DEDUCTIONS       OF PERIOD
----------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>           <C>             <C>   
FISCAL YEAR ENDED OCTOBER 2, 1994:
  RESERVES DEDUCTED FROM ASSETS
    TO WHICH THEY APPLY -
      ALLOWANCE FOR DOUBTFUL ACCOUNTS.......   $1,820          $367          $325 *          $1,862
                                               =====================================================

FISCAL YEAR ENDED OCTOBER 1, 1995:
  RESERVES DEDUCTED FROM ASSETS
    TO WHICH THEY APPLY -
      ALLOWANCE FOR DOUBTFUL ACCOUNTS.......   $1,862          $152          $287 *          $1,727
                                               =====================================================


FISCAL YEAR ENDED SEPTEMBER 29, 1996:
  RESERVES DEDUCTED FROM ASSETS
    TO WHICH THEY APPLY -
      ALLOWANCE FOR DOUBTFUL ACCOUNTS.......   $1,727          $428          $757 *          $1,398
                                               =====================================================
</TABLE>


*REPRESENTS ACCOUNTS RECEIVABLE BALANCES WRITTEN OFF AS UNCOLLECTIBLE, LESS
RECOVERIES.


                                     S-3
<PAGE>   21


<TABLE>
<Caption

                               INDEX TO EXHIBITS

Exhibit No.                 
(per Item 601                                                                            Sequential      
of Reg. S-K                  Description of Exhibit                                      Page No.        
-------------                ----------------------                                      -----------     
<S>      <C>                                                                             <C>
3.1      Restated Articles of Incorporation of the Registrant,                                *
         incorporated herein by reference to Exhibit 3.1 of the Registrant's
         Quarterly Report on Form 10-Q for the quarterly period ended March 29,
         1992 (Commission File No. 1-6905).                               
                                  
3.2      Amended and Restated Bylaws of the Registrant, incorporated                          *
         herein by reference to Exhibit 3.2 of the Registrant's Annual Report
         on Form 10-K for the fiscal year ended September 27, 1992 (Commission
         File No. 1-6905).

4.1      Revolving Credit Agreements for an aggregate of $100,000,000, entered                *
         into as of February 15, 1995, by and between the Registrant and each of First
         Union National Bank of North Carolina, NationsBank, National Association (formerly
         NationsBank, National Association (Carolinas)) and Wachovia Bank of
         North Carolina, N.A., incorporated herein by reference to Exhibits
         4.1, 4.2 and 4.3 of the Registrant's Quarterly Report on Form 10-Q for
         the quarterly period ended April 2, 1995 (Commission File No. 1-6905).                                               
                      
4.2      $50,000,000 6.48% Series A Senior Notes due March 1, 2011 and                        *
         $50,000,000 Private Shelf Facility dated March 1, 1996 between Ruddick
         Corporation and The Prudential Insurance Company of America,
         incorporated herein by reference to Exhibit 4.1 of the Registrant's
         Quarterly Report on Form 10-Q for the quarterly period ended March 31,
         1996 (Commission File No. 1-6905).  The Registrant has certain other
         long-term debt, but has not filed the instruments evidencing such debt
         as part of Exhibit 4 as none of such instruments authorize the
         issuance of debt exceeding 10 percent of the total consolidated assets
         of the Registrant.  The Registrant agrees to furnish a copy of each
         such agreement to the Commission upon request. 

10.1     Description of Incentive Compensation Plans.**                                       
                                                       
10.2     Supplemental Executive Retirement Plan of Ruddick Corporation, as                    *
         amended and restated, incorporated herein by reference to Exhibit 10.3 of           
         the Registrant's Annual Report on Form 10-K for the fiscal year ended               
         September 30, 1990 (Commission File No. 1-6905).**                                 
</TABLE>


<PAGE>   22


<TABLE>
<CAPTION>
Exhibit No.                 
(per Item 601                                                                              Sequential    
of Reg. S-K                  Description of Exhibit                                        Page No.      
-------------                ----------------------                                        ----------    
<S>        <C>                                                                             <C>
10.3       Resolutions adopted by the Board of Directors of the Registrant and                  *
           the Plan's Administrative Committee with respect to benefits payable under
           the Registrant's Supplemental Executive Retirement Plan to Alan T. Dickson               
           and R. Stuart Dickson, incorporated herein by reference to Exhibit 10.3 of               
           the Registrant's Annual Report on Form 10-K for the fiscal year ended                    
           September 29, 1991 (Commission File No. 1-6905).**                                   
    
10.4       Deferred Compensation Plan for Key Employees of Ruddick Corporation                  *          
           and subsidiaries, as amended and restated, incorporated herein by                            
           reference to Exhibit 10.5 of the Registrant's Annual Report on Form 10-K                             
           for the fiscal year ended September 30, 1990 (Commission File No.                                                     
           1-6905).** 
                                                                     
10.5       1982 Incentive Stock Option Plan, incorporated herein by reference                   *
           to Exhibit 10.5 of the Registrant's Annual Report on Form 10-K for the    
           year ended October 2, 1994 (Commission File No. 1-6905).**                

10.6       1988 Incentive Stock Option Plan, incorporated herein by reference                   *
           to Exhibit 10.6 of the Registrant's Annual Report on Form 10-K for the    
           year ended October 2, 1994 (Commission File No. 1-6905).**                

10.7       Ruddick Corporation Incentive Stock Option Agreement between the
           Registrant and Thomas W. Dickson dated November 12, 1992.**

10.8       Ruddick Corporation Incentive Stock Option Agreement between the                     
           Registrant and Fred A. Jackson dated November 12, 1992.**

10.9       Ruddick Corporation Incentive Stock Option Agreement between the                      
           Registrant and John W. Copeland dated November 18, 1993.**

10.10      1993 Incentive Stock Option and Stock Appreciation Rights Plan,                      *
           incorporated herein by reference to Exhibit 10.7 of the Registrant's
           Annual Report on Form 10-K for the fiscal year ended October 3, 1993
           (Commission File No. 1-6905).**                                               

10.11      Ruddick Corporation Incentive Stock Option Agreement between the
           Registrant and Thomas W. Dickson dated November 18, 1993.**
</TABLE>


<PAGE>   23


<TABLE>
<CAPTION>
Exhibit No.                 
(per Item 601                                                                              Sequential        
of Reg. S-K                  Description of Exhibit                                        Page No.          
-------------                ----------------------                                        ----------        
<S>                                                                                        <C>
10.12   Ruddick Corporation Incentive Stock Option Agreement between the
        Registrant and Thomas W. Dickson dated November 15, 1995.**

10.13   Ruddick Corporation Incentive Stock Option Agreement between the
        Registrant and Fred A. Jackson dated November 18, 1993.**

10.14   Ruddick Corporation Incentive Stock Option Agreement between the
        Registrant and Fred A. Jackson dated November 15, 1995.**
10.15   Ruddick Corporation Incentive Stock Option Agreement between the
        Registrant and Edward S. Dunn, Jr. dated November 15, 1995.**

10.16   Ruddick Corporation Incentive Stock Option Agreement between the
        Registrant and R. N. Brigden dated November 15, 1995.**

10.17   Description of the Registrant's Long Term Key Management Incentive                      *
        Program, incorporated herein by reference to Exhibit 10.7 of the                  
        Registrant's Annual Report on Form 10-K for the fiscal year ended                 
        September 29, 1991 (Commission File No. 1-6905).**           
                    
10.18   Ruddick Corporation Irrevocable Trust for the Benefit of                                *
        Participants in the Long Term Key Management Incentive Program,                 
        incorporated herein by reference to Exhibit 10.9 of the Registrant's            
        Annual Report on Form 10-K for the fiscal year ended September 30, 1990         
        (Commission File No. 1-6905).**                                                

10.19   Rights Agreement dated November 15, 1990 by and between the                             *
        Registrant and Wachovia Bank of North Carolina, N.A., incorporated herein            
        by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K           
        dated November 21, 1990 (Commission File No. 1-6905).                               

10.20   Ruddick Corporation Senior Officers Insurance Program Plan Document                     *
        and Summary Plan Description, incorporated herein by reference to Exhibit             
        10.10 of the Registrant's Annual Report on Form 10-K for the fiscal year              
        ended September 27, 1992 (Commission File No. 1-6905).**                             
</TABLE>


<PAGE>   24


<TABLE>
<CAPTION>
Exhibit No.                 
(per Item 601                                                                                   Sequential      
of Reg. S-K                  Description of Exhibit                                             Page No.        
-------------                ----------------------                                             ----------      
<S>      <C>                                                                                     <C>
10.21    Ruddick Corporation 1995 Comprehensive Stock Option Plan,                                   *
         incorporated herein by reference to Exhibit 10.1 of the Registrant's              
         Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1996        
         (Commission File No. 1-6905).** 
                                                 
10.22    Ruddick Corporation Nonstatutory Stock Option Agreement Between the                         *
         Registrant and Thomas M. Belk, incorporated herein by reference to Exhibit          
         10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarterly            
         period ended June 30, 1996 (Commission File No. 1-6905).**                         

10.23    Ruddick Corporation Nonstatutory Stock Option Agreement Between the                         *
         Registrant and Edwin B. Borden, Jr., incorporated herein by reference to            
         Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the              
         quarterly period ended June 30, 1996 (Commission File No. 1-6905).**               

10.24    Ruddick Corporation Nonstatutory Stock Option Agreement Between the                         *
         Registrant and Beverly F. Dolan, incorporated herein by reference to               
         Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-Q for the             
         quarterly period ended June 30, 1996 (Commission File No. 1-6905).**              

10.25    Ruddick Corporation Nonstatutory Stock Option Agreement Between the                         *
         Registrant and Roddey Dowd, Sr., incorporated herein by reference to              
         Exhibit 10.5 of the Registrant's Quarterly Report on Form 10-Q for the            
         quarterly period ended June 30, 1996 (Commission File No. 1-6905).**         
                                                                                           

10.26    Ruddick Corporation Nonstatutory Stock Option Agreement Between the                         *
         Registrant and James E.S. Hynes, incorporated herein by reference to             
         Exhibit 10.6 of the Registrant's Quarterly Report on Form 10-Q for the           
         quarterly period ended June 30, 1996 (Commission File No. 1-6905).**            

10.27    Ruddick Corporation Nonstatutory Stock Option Agreement Between the                         *
         Registrant and Hugh L. McColl, Jr., incorporated herein by reference to                            
         Exhibit 10.7 of the Registrant's Quarterly Report on Form 10-Q for the                             
         quarterly period ended June 30, 1996 (Commission File No. 1-6905).**                              
</TABLE>

<PAGE>   25
<TABLE> 
<CAPTION>
Exhibit No.                 
(per Item 601                                                                                    Sequential    
of Reg. S-K                  Description of Exhibit                                              Page No.      
-------------                ----------------------                                              -----------   
<S>      <C>                                                                                     <C>
10.28    Ruddick Corporation Nonstatutory Stock Option Agreement Between the                         *
         Registrant and E. Craig Wall, Jr., incorporated herein by reference to              
         Exhibit 10.8 of the Registrant's Quarterly Report on Form 10-Q for the              
         quarterly period ended June 30, 1996 (Commission File No. 1-6905).**              

   11    Statement Regarding the Computation of Per Share Earnings.                                  

   13    Ruddick Corporation 1996 Annual Report to Shareholders (consolidated
         financial statements on pages 19 to 32 and sections headed "Management's                   
         Discussion and Analysis of Financial Condition and Results of Operations"                  
         (pages 14 to 18) and "Eleven-Year Financial and Operating Summary" (pages                  
         12 to 13) only).                                                                           

   21    List of Subsidiaries of the Registrant.

   23    Consent of Independent Public Accountants.

   27    Financial Data Schedule.
</TABLE>

----------------------
*   Incorporated by reference.
**  Indicates management contract or compensatory plan required to be filed as
    an exhibit.