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
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 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)
11/17/2005
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 11/17/2005 A 3,000 A $0 23,319 D
Common Stock 11/17/2005 F 194 D $20.35 23,125 D
Common Stock 8,712 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) $14.385 11/20/2003(1) 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) $16.88 11/19/2005(3) 11/19/2010 Common Stock 8,814 8,814 D
Incentive Stock Option (right to buy) $17.4063 11/17/2000(4) 11/17/2006 Common Stock 5,283 5,283 D
Non-Qualified Stock Option (right to buy) $14.385 11/20/2003(5) 11/20/2012 Common Stock 86 86 D
Non-Qualified Stock Option (right to buy) $15.825 11/14/2002 11/14/2011 Common Stock 2,859 2,859 D
Non-Qualified Stock Option (right to buy) $16.88 11/19/2004(6) 11/19/2013 Common Stock 6,186 6,186 D
Non-Qualified Stock Option (right to buy) $17.4063 11/17/2000(7) 11/17/2009 Common Stock 1,717 1,717 D
Non-Qualified Stock Option (right to buy) $19.9375 11/18/1999(8) 11/18/2008 Common Stock 6,000 6,000 D
Explanation of Responses:
1. 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.
2. 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.
3. The Incentive Stock Options indicating a Date Exercisable of 11/19/05 become exercisable as follows: 1,407 shares on 11/19/05 and 11/19/06 and 3,000 shares on 11/19/07 and 11/19/08.
4. 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.
5. 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.
6. The Non-Qualified Stock Options indicating a Date Exercisable of 11/19/04 become exercisable as follows: 3,000 shares as of 11/19/04 and 1,593 on 11/19/05 and 11/19/06.
7. 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.
8. The Non-Qualified Stock Options indicating a Date Exercisable of 11/18/99 become exercisable in 20% increments annually beginning on the Date Exercisable.
Remarks:
The securities indicating direct beneficial ownership by the Reporting Person include no 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 no shares acquired in exempt transactions under the ESOP since the Reporting Person's last report.
By: Douglas J. Yacenda For: Frederick J. Morganthall, II 11/21/2005
** 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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