Item 1.  Description of Registrant's Securities To Be
Registered

  On Janaury 26, 1995 Ryan's Family Steak Houses, Inc. (the
"Company") declared a dividend distribution of one Common
Stock Purchase Right for each outstanding share of Common
Stock of the Company to stockholders of record at the close
of business on February 10, 1995.  Each Right entitles the
registered holder to purchase from the Company one half
share of Common Stock, $1.00 par value per share (the
"Common Stock"), at a cash exercise price of $25 per half
share, subject to adjustment.  The description and terms of
the Rights are set forth in a Shareholder Rights Agreement
between the Company and Wachovia Bank of North Carolina,
N.A., as Rights Agent.

     Initially, the Rights will not be exercisable, will be
attached to all outstanding shares of Common Stock, and no
separate Right Certificates will be distributed.  The Rights
will separate from the Common Stock and a Distribution Date
will occur upon the earliest of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") (other than an
Exempt Person as defined in the Agreement) has acquired
beneficial ownership of 15% or more of the outstanding
shares of Common Stock (the date of said announcement being
referred to as the "Share Acquisition Date") and (ii) 10
business days following the commencement of a tender offer
or exchange offer that would result in a Person or group
owning 15% or more of the outstanding shares of Common
Stock.
     Until the Distribution Date (or earlier redemption or
expiration of the Rights), (a) the Rights will be evidenced
by the Common Stock certificates and will be transferred
with and only with such Common Stock certificates, (b) new
Common Stock certificates issued after February 10, 1995
will contain a notation incorporating the Shareholder Rights
Agreement by reference, and (c) the surrender for transfer
of any certificates for Common Stock will also constitute
the transfer of the Rights associated with the Common Stock
represented by such certificate.
     The Rights are not exercisable until the Distribution
Date and will expire at the close of business on February
10, 2005 unless previously redeemed by the Company as
described below.
     As soon as practicable after the Distribution Date,
Right Certificates will be mailed to holders of record of
Common Stock as of the close of business on the Distribution
Date and, thereafter, the separate Right Certificates alone
will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock issued
prior to the Distribution Date will be issued with Rights.
     In the event that (i) a Person acquires beneficial
ownership of 15% or more of the Company's Common Stock, (ii)
the Company is the surviving corporation in a merger with an
Acquiring Person or any Affiliate or Associate and the
Common Stock is not changed or exchanged, (iii) an Acquiring
Person engages in one of a number of self-dealing
transactions specified in the Shareholder Rights Agreement,
or (iv) an event occurs which results in an Acquiring
Person's ownership interest being increased by more than 1%
(e.g., a reverse stock split), proper provision will be made
so that each holder of a Right will thereafter have the
right to receive upon exercise thereof at the then current
exercise price, that number of shares of Common Stock (or in
certain circumstances, cash, property, or other securities
of the Company) having a market value of two times such
exercise price.  However, the Rights are not exercisable
following the occurrence of any of the events set forth
above until such time as the Rights are no longer redeemable
as set forth below.  Notwithstanding any of the foregoing,
rights that are or were beneficially owned by an Acquiring
Person shall become null and void.

     In the event that, at any time following the Share
Acquisition Date, (i) the Company is acquired in a merger or
other business combination transaction or (ii) 50% or more
of the Company's assets or earning power is sold, each
holder of a Right shall thereafter have the right to
receive, upon exercise, common stock of the acquiring
company having a market value equal to two times the
exercise price of the Right.

     At any time after any person becomes an Acquiring
Person and prior to such the time such Person, together with
its Affiliates and Associates, becomes the Beneficial Owner
of 50% or more of the outstanding Common Stock, the Board of
Directors of the Company may exchange the Rights (other than
Rights which have become void), in whole or in part, at the
exchange rate of one share of Common Stock per Right,
subject to adjustment as provided in the Rights Agreement.

     The exercise price payable, and the number of shares of
Common Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or
reclassification of, the Common Stock, (ii) if holders of
the Common Stock are granted certain rights or warrants to
subscribe for Common Stock or securities convertible into
Common Stock at less than the current market price of the
Common Stock, or (iii) upon the distribution to holders of
the Common Stock of evidence of indebtedness or assets
(excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred
to above).

     With certain exceptions, no adjustment in the exercise
price will be required until cumulative adjustments amount
to at least 1% of the exercise price.  No fractional shares
of Common Stock will be issued and, in lieu thereof, an
adjustment, in cash will be made based on the fair market
value of the Common Stock on the last trading date prior to
the date of exercise.

 The Rights may be redeemed in whole, but not in part, at a
price of $.001 per Right (payable in cash, Common Stock or
other consideration deemed appropriate by the Board of
Directors) by the Board of Directors at any time prior to
the close of business on the tenth day after the Share
Acquisition Date or the final expiration Date of the Rights
(whichever is earlier); provided that under certain
circumstances, the Rights may not be redeemed unless there
are Disinterested Directors in office and such redemption is
approved by a majority of such Disinterested Directors.
After the redemption period has expired, the Company's right
of redemption may be reinstated upon the approval of the
Board of Directors if an Acquiring Person reduces his
beneficial ownership to 10% or less of the outstanding
shares of Common Stock in transaction or series of
transactions not involving the Company and there are no
other Acquiring Persons.  Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the
Rights will terminate and thereafter the only right of the
holders of Rights will be to receive the redemption price.

     Until a Right is exercised, the holder will have no
rights as a stockholder of the Company (beyond those as an
existing stockholder), including the right to vote or to
receive dividends. While the distribution of the Rights will
not be taxable to stockholders or to the Company,
stockholders may, depending upon
the circumstances, recognize taxable income in the event
that the Rights become exercisable for Common Stock (or
other consideration) of the Company or for common stock of
an acquiring company as set forth above.
     Any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company prior to
the Distribution Date.  After the Distribution Date, the
provisions of the Rights Agreement, other than those
relating to the principal economic terms of the Rights, may
be amended by the Board to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect
the interests of holders of Rights (excluding the interests
of any Acquiring Person), or to shorten or lengthen any time
period under the Rights Agreement.  Amendments adjusting
time periods may, under certain circumstances, require the
approval of a majority of Disinterested Directors, or
otherwise be limited.
     A copy of the Shareholder Rights Agreement is available
free of charge from the Company.  This summary description
of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Shareholder
Rights Agreement.


Item 2.  Exhibits

     Rights Agreement dated as of January 26, 1995 between
Ryan's Family Steak Houses, Inc. and Wachovia Bank of North
Carolina, N.A., as Rights Agent, which includes, as Exhibit
A, the Form of Rights Certificate; and as Exhibit B, the
Summary of Rights to Purchase Common Stock.  Pursuant to the
Rights Agreement, Rights Certificates will not be mailed
until as soon as practicable after the earlier of (i) 10
business days following a "Share Acquisition Date" (as
defined in the Rights Agreement) or (ii) 10 business days
(or such later date as may be determined by action of the
Board of Directors of the Company prior to such time as any
Person shall become an Acquiring Person (as defined in the
Rights Agreement)) following the date of (x) the
commencement, by any Person (as defined in the Rights
Agreement), other than an Exempt Person (as defined in the
Rights Agreement), of, or (y) the first public announcement
of the intention of any Person (other than an Exempt Person)
to commence, a tender or exchange offer if, upon
consummation thereof, such Person would be the Beneficial
Owner (as defined in the Rights Agreement) of 15% or more of
the then outstanding shares of Common Stock.

                          SIGNATURE
                              
     Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.

                              RYAN'S FAMILY STEAK HOUSES,
INC.
Date:  February 6, 1995       By: /s/ Charles D. Way
                                  Name:  Charles D. Way
                                  Title: Chairman
and CEO