SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MORGANTHALL FREDERICK J II (Last) (First) (Middle) 701 CRESTDALE DR. (Street) MATTHEWS NC 28105 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RUDDICK CORP [ RDK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive of Subsidiary
	3. Date of Earliest Transaction (Month/Day/Year) 11/14/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/14/2003		M		3,000	A	$13.375	15,969	D
Common Stock	11/14/2003		S		3,000	D	$16.95	12,969	D
Common Stock								8,011	I	by ESOP Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (right to buy)	$13.375	11/14/2003		M			3,000	11/20/1997(1)	11/20/2003	Common Stock	3,000	$0	0	D
Incentive Stock Option (right to buy)	$14.385							11/20/2003(2)	11/20/2009	Common Stock	9,914		9,914	D
Incentive Stock Option (right to buy)	$15.825							11/14/2002(2)	11/14/2008	Common Stock	12,141		12,141	D
Incentive Stock Option (right to buy)	$17.4062							11/17/2000(3)	11/17/2006	Common Stock	5,283		5,283	D
Incentive Stock Option (right to buy)	$19.3125							11/19/1998(1)	11/19/2004	Common Stock	19,000		19,000	D
Non-Qualified Stock Option (right to buy)	$14.385							11/20/2003(2)	11/20/2009	Common Stock	86		86	D
Non-Qualified Stock Option (right to buy)	$15.825							11/14/2002(2)	11/14/2011	Common Stock	2,859		2,859	D
Non-Qualified Stock Option (right to buy)	$17.4062							11/17/2000(4)	11/17/2009	Common Stock	1,717		1,717	D
Non-Qualified Stock Option (right to buy)	$19.3125							11/19/1998(1)	11/19/2007	Common Stock	14,000		14,000	D
Non-Qualified Stock Option (right to buy)	$19.9375							11/18/1999(1)	11/18/2008	Common Stock	6,000		6,000	D

Explanation of Responses:

1. The Incentive and Non-Qualified Stock Options become exercisable in 20% increments annually beginning on the Date Exercisable unless otherwise noted.

2. The option becomes exercisable commencing on the date indicated, as described in detail below.

3. The Incentive Stock Options indicating a Date Exercisable of 11/17/00 become exercisable as follows: 16 shares as of 11/17/00, 1,067 shares exercisable as of 11/17/01 and 1,400 shares annually for 3 years beginning 11/17/02.

4. The Non-Qualified Stock Options indicating a Date Exercisable of 11/17/00 become exercisable as follows: 1,384 shares as of 11/17/00, 333 shares exercisable as of 11/17/01.

Remarks:

The Incentive Stock Options indicating a Date Exercisable of 11/20/03 become exercisable as follows: 1,957 shares on 11/20/03 and 11/20/04; and 2,000 shares annually on 11/20 for 3 years commencing on 11/20/05. The Non-Qualified Stock Options indicating a Date Exercisable of 11/20/03 become exercisable as follows: 43 shares on 11/20/03 and 11/20/04. The Incentive Stock Options indicating a Date Exercisable of 11/14/02 become exercisable as follows: 141 shares as of 11/14/02, 3,000 shares as of 11/14/03, and 3,000 shares annually thereafter through 11/14/06. The Non-Qualified Stock Options indicating a Date Exercisable of 11/14/02 become exercisable as follows: 2,859 shares as of 11/14/02. The Incentive Stock Options indicating a Date Exercisable of 11/17/00 become exercisable as follows: 16 shares as of 11/17/00, 1,067 shares exercisable as of 11/17/01 and 1,400 shares annually for 3 years beginning 11/17/02. The Non-Qualified Stock Options indicating a Date Exercisable of 11/17/00 become exercisable as follows: 1,384 shares as of 11/17/00, 333 shares exercisable as of 11/17/01. The securities indicating direct beneficial ownership by the Reporting Person include 231 shares (less fractional interests) of Common Stock acquired in non-reportable transactions under the Ruddick Corporation Dividend Reinvestment and Stock Purchase Plan since the Reporting Person's last report. The securities indicating indirect beneficial ownership "by ESOP Trust" include 317 shares acquired in exempt transactions under the ESOP since the Reporting Person's last report.

	By: Douglas J. Yacenda For: Frederick J. Morganthall, II	11/17/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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