FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


       Quarterly Report Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934

              For the Quarter ended October 2, 2002

                   Commission File No. 0-10943


                RYAN'S FAMILY STEAK HOUSES, INC.
     (Exact name of registrant as specified in its charter)

        South Carolina                No. 57-0657895
 (State or other jurisdiction        (I.R.S. Employer
      of incorporation)            Identification No.)


                  405 Lancaster Avenue (29650)
                          P. O. Box 100
                   Greer, South Carolina 29652
                 (Address of principal executive
                  offices, including zip code)

                          864-879-1000
      (Registrant's telephone number, including area code)

  ------------------------------------------------------------
                           -----------

Indicate by check mark whether the registrant (1) has  filed
all reports required to be filed by Sections 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 ________

At October 2, 2002, there were 43,230,000 shares outstanding
of the registrant's common stock, par value $1.00 per share.


                RYAN'S FAMILY STEAK HOUSES, INC.

                       TABLE OF CONTENTS           PAGE NO.


PART I ---     FINANCIAL INFORMATION

Item 1.  Financial Statements:

       Consolidated Statements of Earnings (Unaudited) -
       Quarters Ended October 2, 2002 and October 3, 2001  3

       Consolidated Statements of Earnings (Unaudited) -
       Nine Months Ended October 2, 2002 and October 3,
       2001                                                4

       Consolidated Balance Sheets -
       October 2, 2002 (Unaudited) and January 2, 2002     5

       Consolidated Statements of Cash Flows (Unaudited) -
       Nine Months Ended October 2, 2002 and October 3,
       2001                                                6

       Consolidated Statement of Shareholders' Equity
       (Unaudited) -
       Nine Months Ended October 2, 2002                   7

       Notes to Consolidated Financial Statements
       (Unaudited)                                     8 - 9

Item 2.Management's Discussion and Analysis of Financial
       Condition
       and Results of Operations                     10 - 13

Item 3.Quantitative And Qualitative Disclosures About
       Market Risk                                        13

Item 4.Controls and Procedures                            13

Forward-Looking Information                               14

PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings                                15

Item 4.  Submission of Matters to a Vote of
           Security Holders                               15

Item 5.  Other Information                                15

Item 6.  Exhibits and Reports on Form 8-K                 15

SIGNATURES                                                16

SECTION 302 CERTIFICATIONS                             17-18


                 PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements


                RYAN'S FAMILY STEAK HOUSES, INC.

               CONSOLIDATED STATEMENTS OF EARNINGS
                           (Unaudited)

              (In thousands, except per share data)

                                         Quarter Ended
                                    October 2,     October 3,
                                       2002           2001
                                               
Restaurant sales                     $194,115        188,839

Operating expenses:
 Food and beverage                     69,152         67,953
 Payroll and benefits                  61,636         57,939
 Depreciation                           7,586          7,408
 Other operating expenses              26,551         25,102
   Total operating expenses           164,925        158,402
   Operating profit                    29,190         30,437

General and administrative expenses     9,650         10,205
Interest expense                        2,297          2,642
Revenues from franchised restaurants    (399)          (316)
Other income, net                       (427)          (850)
Earnings before income taxes           18,069         18,756
Income taxes                            6,542          6,751

   Net earnings                      $ 11,527         12,005

Net earnings per common share:
 Basic                               $    .27            .26
 Diluted                                  .26            .25

Weighted-average shares:
 Basic                                 43,264         45,842
 Diluted                               44,778         47,837


See accompanying notes to consolidated financial statements.


                RYAN'S FAMILY STEAK HOUSES, INC.

               CONSOLIDATED STATEMENTS OF EARNINGS
                           (Unaudited)

              (In thousands, except per share data)

                                       Nine Months Ended
                                    October 2,     October 3,
                                       2002           2001
                                               
Restaurant sales                     $588,712        565,341

Operating expenses:
 Food and beverage                    211,354        206,152
 Payroll and benefits                 181,263        170,129
 Depreciation                          22,289         21,728
 Other operating expenses              78,579         76,713
   Total operating expenses           493,485        474,722
   Operating profit                    95,227         90,619

General and administrative expenses    28,437         28,807
Interest expense                        6,898          9,368
Revenues from franchised restaurants  (1,294)          (991)
Other income, net                     (2,098)        (2,219)
Earnings before income taxes           63,284         55,654
Income taxes                           22,910         20,034

   Net earnings                      $ 40,374         35,620

Net earnings per common share:
 Basic                               $    .92            .77
 Diluted                                  .88            .75

Weighted-average shares:
 Basic                                 43,944         45,981
 Diluted                               45,964         47,411


See accompanying notes to consolidated financial statements.


                RYAN'S FAMILY STEAK HOUSES, INC.

                   CONSOLIDATED BALANCE SHEETS
                         (In thousands)

                                    October 2,     January 2,
                                       2002           2002
ASSETS                             (Unaudited)
Current assets:
                                               
 Cash and cash equivalents           $ 12,544         13,323
 Receivables                            4,583          4,806
 Inventories                            5,046          5,091
 Deferred income taxes                  5,048          5,048
 Prepaid expenses                       1,576            816
   Total current assets                28,797         29,084

Property and equipment:
 Land and improvements                140,910        132,074
 Buildings                            401,149        379,254
 Equipment                            222,324        207,150
 Construction in progress              37,223         38,145
                                      801,606        756,623
 Less accumulated depreciation        226,413        209,514
   Net property and equipment         575,193        547,109
Other assets                            7,332          6,936
                                     $611,322        583,129

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Accounts payable                      15,893         13,472
 Income taxes payable                   6,287          3,238
 Accrued liabilities                   35,724         36,333
   Total current liabilities           57,904         53,043
Long-term debt                        202,000        178,000
Deferred income taxes                  31,648         31,419
Other long-term liabilities             4,664          3,913
   Total liabilities                  296,216        266,375

Shareholders' equity:
 Common stock of $1.00 par value;
   authorized 100,000,000 shares;
   issued 43,230,000 in 2002 and
   45,816,000 sharesin 2001            43,230         45,816
 Additional paid-in capital             1,139          5,042
 Retained earnings                    270,737        265,896
   Total shareholders' equity         315,106        316,754
Commitments
                                     $611,322        583,129


See accompanying notes to consolidated financial statements.


                RYAN'S FAMILY STEAK HOUSES, INC.

              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)

                         (In thousands)

                                       Nine Months Ended
                                    October 2,     October 3,
                                       2002           2001
Cash flows from operating activities:
                                                
 Net earnings                        $ 40,374         35,620
 Adjustments to reconcile net earnings
  to net cash provided by operating
  activities:
   Depreciation and amortization       23,363         22,991
     Gain on sale of property and
       equipment                          (10)          (475)
     Tax benefit related to stock
       options exercised                1,090          2,026
   Decrease (increase) in:
     Receivables                          223         (1,120)
     Inventories                           45            230
     Prepaid expenses                    (760)          (525)
     Other assets                        (599)            17
   Increase (decrease) in:
     Accounts payable                   2,421            799
     Income taxes payable               3,049          1,915
     Accrued liabilities                 (609)         1,161
     Deferred income taxes                229            201
     Other long-term liabilities          751            773

Net cash provided by operating
  activities                           69,567         63,613

Cash flows from investing activities:
  Proceeds from sale of property and
    equipment                           5,373          5,385
 Capital expenditures                 (56,607)       (41,030)

Net cash used in investing activities (51,234)       (35,645)

Cash flows from financing activities:
 Net borrowings from (repayments of)
  revolving credit facility            24,000        (14,000)
 Proceeds from stock options exercised  2,868          5,332
 Purchases of common stock            (45,980)       (15,547)

Net cash used in financing activities (19,112)       (24,215)

Increase (decrease) in cash and
  cash equivalents                       (779)         3,753

Cash and cash equivalents -
  beginning of period                  13,323          2,098

Cash and cash equivalents -
  end  of  period                   $  12,544          5,851

Cash paid during the period for:
 Interest, net of amount capitalized $  8,441         11,153
 Income taxes                          24,868         20,277


See accompanying notes to consolidated financial statements.


                RYAN'S FAMILY STEAK HOUSES, INC.

         CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

            FOR THE NINE MONTHS ENDED OCTOBER 2, 2002

                           (Unaudited)

                         (In thousands)



                       $1 Par Value Additional
                             Common  Paid-In Retained
                              Stock  Capital Earnings  Total
                                          
Balances at January 2, 2002  $45,816  5,042  265,896  316,754

  Net earnings                  -      -      40,374   40,374
  Issuance of common stock
   under stock option plans      545  2,323     -       2,868
  Tax benefit from exercise of
   non-qualified stock options  -     1,090     -       1,090
  Purchases of common stock   (3,131)(7,316) (35,533) (45,980)

Balances at October 2, 2002  $43,230  1,139  270,737  315,106


See accompanying notes to consolidated financial statements.



                 RYAN'S FAMILY STEAK HOUSES, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         October 2, 2002
                           (Unaudited)

Note 1.  Description of Business

Ryan's  Family  Steak Houses, Inc. operates a single-concept
restaurant  chain  consisting of 320  Company-owned  and  22
franchised  restaurants located principally in the  southern
and  midwestern  United States.  The Company,  organized  in
1977, opened its first restaurant in 1978 and completed  its
initial  public  offering in 1982.   The  Company  does  not
operate or franchise any international units.

Note 2.  Basis of Presentation

The  consolidated financial statements include the financial
statements  of  Ryan's  Family Steak Houses,  Inc.  and  its
wholly-owned  subsidiaries.  All intercompany  balances  and
transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements
have  been prepared in accordance with accounting principles
generally  accepted  in  the United States  of  America  for
interim  financial information and the instructions to  Form
10-Q and do not include all of the information and footnotes
required by accounting principles generally accepted in  the
United  States of America for complete financial statements.
In the opinion of management, all adjustments (consisting of
normal  recurring accruals) considered necessary for a  fair
presentation  have  been  included.  Consolidated  operating
results  for the nine months ended October 2, 2002  are  not
necessarily  indicative of the results that may be  expected
for  the  fiscal year ending January 1, 2003.   For  further
information, refer to the consolidated financial  statements
and  footnotes  included in the Company's annual  report  on
Form 10-K for the fiscal year ended January 2, 2002.

Note 3.  Relevant New Accounting Pronouncements

In  June  2001,  the  Financial Accounting  Standards  Board
("FASB")  issued Statement of Financial Accounting Standards
("SFAS") No. 141, "Business Combinations," and SFAS No. 142,
"Goodwill  and  Other  Intangible Assets."   Under  the  new
rules,  goodwill and other intangible assets with indefinite
lives are no longer amortized but are reviewed annually  for
impairment.  Separable intangible assets that are not deemed
to  have  an  indefinite life will continue to be  amortized
over  their  useful  lives.  The Company applied  these  new
accounting rules on January 3, 2002 and believes that  their
application did not materially impact the accompanying  2002
financial statements.

The   FASB  issued  SFAS  No.  143,  "Accounting  for  Asset
Retirement  Obligations" in June 2001.  SFAS 143 applies  to
legal  obligations associated with the retirement of certain
tangible long-lived assets.  This statement is effective for
fiscal  years  beginning after June 15, 2002.   Accordingly,
the  Company will adopt this statement on January  2,  2003.
The  Company believes the adoption of SFAS 143 will not have
a material impact on its financial statements.

In  August  2001, the FASB issued SFAS No. 144,  "Accounting
for  the Impairment or Disposal of Long-Lived Assets."  This
statement  addresses financial accounting and reporting  for
the   impairment  of  disposal  of  long-lived  assets   and
supersedes SFAS 121, "Accounting for the Impairment of Long-
Lived  Assets and for Long-Lived Assets to be Disposed  Of."
SFAS  144  is  effective  for fiscal years  beginning  after
December  15,  2001 and interim periods within those  fiscal
years.   The Company adopted the Statement effective January
3, 2002 with no impact on its 2002 results.

In  April 2002, the FASB issued SFAS No. 145, "Rescission of
FASB  Statements Nos. 4 and 64, Amendment of FASB  Statement
No.  13,  and  Technical Corrections."  Among other  things,
SFAS  145, through the rescission of SFAS 4, will no  longer
require  extraordinary item treatment for gains  and  losses
from   the   extinguishment  of  debt,   unless   the   debt
extinguishment  meets the unusual in nature and  infrequency
of  occurrence criteria established in Accounting Principles
Board Opinion No. 30.  The statement is effective for fiscal
years  beginning  after May 15, 2002.  The Company  believes
the adoption of SFAS 145 will not have a material impact  on
its financial statements.

In July 2002, the FASB issued Statement No. 146, "Accounting
for  Obligations Associated with Disposal Activities," which
addresses  financial  reporting  and  accounting  for  costs
associated  with exit or disposal activities  and  nullifies
Emerging  Issues Task Force ("EITF") Issue 94-3,  "Liability
Recognition  for Certain Employee Termination  Benefits  and
Other  Costs  to Exit an Activity (including  Certain  Costs
Incurred  in  a Restructuring)."  SFAS 146 requires  that  a
liability  be  recognized  for  such  costs  only  when  the
liability  is incurred, which is in contrast to  EITF  94-3,
which  requires  the  recognition of a  liability  upon  the
commitment to an exit plan.  The statement is effective  for
exit   or  disposal  activities  that  are  initiated  after
December 31, 2002.

Note 4.  Stock Split

On May 1, 2002, Ryan's board of directors approved a 3-for-2
stock split of the Company's common shares in the form of  a
50% stock dividend.  Accordingly, shareholders of record  on
May  15, 2002 received an additional common share for  every
two   shares   they  held.   The  additional   shares   were
distributed  on  May  29, 2002.  All  share  and  per  share
amounts  in the accompanying financial statements have  been
restated to reflect the stock split.

Note 5.  Reclassifications

Certain  prior  quarter  and  prior  year  amounts  in   the
accompanying  consolidated financial  statements  have  been
reclassified to conform to the 2002 presentation.

Note 6.  Subsequent Event

The  Company has been informed that a lawsuit was  filed  on
November  12,  2002,  in the United States  District  Court,
Middle  District of Tennessee, Nashville Division, on behalf
of  three plaintiffs alleging various violations of the Fair
Labor Standards Act of 1938.  The plaintiffs' attorneys have
indicated  that they intend to seek class-action  status  on
this complaint.  The Company was served with this lawsuit on
the date of this filing; accordingly, management is not in a
position to comment either on the allegations of the lawsuit
or on any potential financial impact to the Company.


Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

Quarter ended October 2, 2002 versus October 3, 2001

Restaurant sales during the third quarter of 2002  increased
by  2.8% over the comparable quarter of 2001.  Average  unit
growth,  based  on  the  average number  of  restaurants  in
operation, amounted to 2.8% during the quarter.  The Company
owned  and operated 320 restaurants at October 2,  2002  and
310  restaurants  at  October 3, 2001.  Average  unit  sales
("AUS"),  or average weekly sales volume per unit,  for  all
stores  (including  newly opened restaurants)  increased  by
0.2%.  Same-store sales decreased by 1.6% during the quarter
compared to a 1.5% increase in 2001.  The Company calculates
same-store sales using AUS in units that have been open  for
at  least  18  months and operating during comparable  weeks
during  the  current and prior years.  Same-store  sales  in
2002  were  characterized by a declining  sales  trend  that
started  during  the second quarter of 2002,  affecting  all
store  formats.   Average same-store sales at  traditionally
formatted  restaurants decreased by 3.1%  during  the  third
quarter.   Average same-store sales at restaurants converted
to  Display  Cooking (see "Liquidity and Capital Resources")
within  the  last  12 months increased by  0.9%.   Based  on
continued high sales volumes at newly opened Display Cooking
restaurants,  management continues to believe  that  Display
Cooking  has large consumer appeal and that sales trends  at
converted  restaurants can be improved  with  better  store-
level execution and training.

Total   costs  and  expenses  of  Company-owned  restaurants
include  food  and  beverage,  payroll,  payroll  taxes  and
employee   benefits,  depreciation,  repairs,   maintenance,
utilities, supplies, advertising, insurance, property  taxes
and  licenses.  Such costs, as a percentage of  sales,  were
85.0% during the third quarter of 2002 compared to 83.9%  in
2001.   Food and beverage costs decreased to 35.6% of  sales
in 2002 from 36.0% of sales in 2001 due to lower seafood and
pork  costs  combined  with menu price increases,  partially
offset   by   higher   potato,  soybean-oil   products   and
distribution costs.  Payroll and benefits increased to 31.8%
of sales in 2002 from 30.7% of sales in 2001 due principally
to  higher hourly labor, manager pay, medical insurance  and
workers'  compensation costs.  Hourly  labor  was  adversely
affected  by lower same-store sales.  Manager pay  increased
as a result of improved retention, partially offset by lower
performance bonuses.  Medical insurance costs increased  due
to  a  higher  number  of  claims during  the  quarter,  and
workers'  compensation  costs  increased  due  to  a  higher
estimated  average claim cost.  All other  operating  costs,
including depreciation, increased to 17.6% of sales in  2002
from  17.2%  in  2001  due principally to  higher  gains  on
property sales in 2001 and higher pre-opening costs in 2002,
partially  offset with lower natural gas and  store  closing
costs  in  2002.   Based  on these  factors,  the  Company's
operating  profit  decreased by 1.1% of sales  to  15.0%  of
sales in 2002 from 16.1% of sales in 2001.

General  and administrative expenses decreased  to  5.0%  of
sales in 2002 from 5.4% of sales in 2001 due principally  to
certain nonrecurring items occurring in 2002 and 2001.

Interest  expense for the third quarters of  2002  and  2001
amounted  to  1.2%  and  1.4% of sales,  respectively.   The
effective average interest rate decreased to 5.4% during the
third  quarter of 2002 from 6.8% in 2001, resulting  from  a
favorable  interest rate environment.  At October  2,  2002,
approximately  63%  of  the Company's outstanding  debt  was
variable-rate  debt with interest rates based  generally  on
the  London  Interbank  Offered Rate  ("LIBOR").   Based  on
current  LIBOR rates, management believes that the effective
interest  rate comparisons will remain favorable  throughout
at least the remainder of 2002.

An effective income tax rate of 36.2% was used for the third
quarter  of 2002 compared to 36.0% for the third quarter  of
2001 due to management's estimate of overall 2002 income tax
expense.

Net earnings for the third quarter amounted to $11.5 million
in 2002 compared to $12.0 million in 2001.  Weighted-average
shares (diluted) decreased 6.4% resulting from the Company's
stock   repurchase  program  (see  "Liquidity  and   Capital
Resources").   Accordingly,  earnings  per  share  (diluted)
increased by 4.0% to 26 cents in 2002 compared to  25  cents
in 2001.

Nine months ended October 2, 2002 versus October 3, 2001

For  the nine months ended October 2, 2002, restaurant sales
were up 4.1% compared to the same period in 2001.  Principal
factors  affecting the 2002 sales growth include  2.8%  unit
growth  of Company-owned restaurants and a 1.4% increase  in
all-store AUS.  Same-store AUS for the first nine months  of
2002 were essentially equal to the prior year.

Nine-month  costs and expenses as detailed above were  83.8%
and  84.0% of sales for 2002 and 2001, respectively.  During
the  first nine months of 2002, costs and expenses were most
affected  by  lower food and beverage costs  (down  0.6%  of
sales)  resulting from lower beef, seafood, dairy  and  pork
costs.   Payroll  and benefits increased 0.7%  of  sales  to
30.8%  of  sales for 2002 from 30.1% for 2001 due to  higher
manager  pay  and  workers' compensation costs.   All  other
operating costs, including depreciation, decreased  by  0.3%
of  sales due to lower natural gas and store closing  costs,
offset  by partially higher gains on property sales in  2001
and  higher  real property taxes in 2002.   Based  on  these
factors,  the  Company's operating margin at the  restaurant
level  amounted to 16.2% of sales for the first nine  months
of 2002 compared to 16.0% of sales in 2001.

General  and administrative expenses decreased  by  0.3%  of
sales for the first nine months of 2002.  A reduction in the
average   interest  rate  associated  with   the   Company's
revolving  credit  facility  (see  "Liquidity  and   Capital
Resources") caused interest expense to decrease by  0.5%  of
sales from the prior year.

Effective income tax rates of 36.2% and 36.0% were used  for
the first nine months of 2002 and 2001, respectively.

Net  earnings for the first nine months of 2002 amounted  to
$40.4  million compared to $35.6 million in 2001.  Weighted-
average  shares (diluted) decreased 3.1% resulting from  the
Company's  stock  repurchase  program  (see  "Liquidity  and
Capital   Resources").   Accordingly,  earnings  per   share
(diluted) increased by 17.3% to 88 cents in 2002 compared to
75 cents in 2001.


LIQUIDITY AND CAPITAL RESOURCES

The  Company's restaurant sales are primarily  derived  from
cash.   Inventories are purchased on credit and are  rapidly
converted  to  cash, generally prior to the payment  of  the
related vendors' invoices.  Therefore, the Company does  not
maintain  significant receivables or inventories, and  other
working   capital  requirements  for  operations   are   not
significant.    Cash   balances  in  excess   of   immediate
disbursement requirements are typically used for non-current
items,  such as capital expenditures, repayment of long-term
debt   or   share  repurchases.   Accordingly,  the  Company
operates  with a working capital deficit, which  is  managed
through  the  utilization of a significant  and  predictable
cash flow from restaurant sales and available credit under a
revolving credit facility.

At  October  2, 2002, the Company's working capital  deficit
amounted  to  $29.1  million compared  to  a  $24.0  million
deficit  at January 2, 2002.  Management does not anticipate
any adverse effects from the current working capital deficit
due  to (i) cash flow provided by operations, which amounted
to $69.6 million for the first nine months of 2002 and $84.9
million  for  the  year  ended January  2,  2002,  and  (ii)
approximately  $62  million  in  funds  available  under   a
revolving credit facility.

Total capital expenditures for the first nine months of 2002
amounted  to  $56.6 million. The Company  opened  14  Ryan's
restaurants during the first nine months of 2002,  including
three  relocations, and closed seven restaurants,  including
five due to relocation.  Management defines a relocation  as
a  restaurant opened within 18 months after closing  another
restaurant   in  the  same  marketing  area.   A  relocation
represents  a redeployment of assets within a  market.   For
the  remainder of 2002, the Company plans to build and  open
five new restaurants, including three relocations, and close
one  restaurant  for relocation.  All new  restaurants  will
open  with  Ryan's Display Cooking format.  This format  was
introduced in 2000 and involves a glass-enclosed  grill  and
cooking  area that extends into the dining room.  A  variety
of  meats  are  grilled daily and available to customers  as
part  of  the buffet price.  Customers go the grill and  can
get  hot,  cooked-to-order steak, chicken or  other  grilled
items  placed  directly from the grill  onto  their  plates.
Management  intends to remodel approximately 35  restaurants
during  2002  with the Display Cooking format.   Total  2002
capital  expenditures are estimated  at  $73  million.   The
Company  is currently concentrating its efforts on  Company-
owned  Ryan's  restaurants and is not actively pursuing  any
additional  franchised  locations,  either  domestically  or
internationally.

The  Company began a stock repurchase program in March  1996
and  is  currently authorized to repurchase up to 55 million
shares of the Company's common stock through December  2005.
Repurchases may be made from time to time on the open market
or  in privately negotiated transactions in accordance  with
applicable  securities  regulations,  depending  on   market
conditions, share price and other factors.  During the first
nine  months of 2002, the Company purchased 3,124,500 shares
at  an aggregate cost of $46.0 million.  Through October  2,
2002,  approximately 41.1 million shares, or  51%  of  total
shares available at the beginning of the repurchase program,
had  been  purchased at an aggregate cost of $290.2 million.
The Company has purchased an additional 586,000 shares since
October  2, 2002 at an aggregate cost of $6.0 million.   The
Company  may  purchase an additional $1.0  million  to  $3.0
million of its common stock during the remainder of 2002  if
management believes that the share price is at an attractive
level, subject to the continued availability of capital, the
limitations   imposed  by  the  Company's   current   credit
agreements, applicable securities regulations and the  other
factors  described  in "Forward-Looking  Information".   The
terms of the Company's credit facility originally prohibited
share  repurchases after 2002.  However, the credit facility
was recently amended to permit share repurchases through the
term of the facility, which expires in January 2005.

At October 2, 2002, the Company's outstanding debt consisted
of  $75  million  of 9.02% senior notes and a  $200  million
revolving   credit  facility  of  which  $127  million   was
outstanding at that date.  As noted above, after  allowances
for   letters   of  credit  and  other  items,   there   was
approximately  $62  million  in funds  available  under  the
revolving credit facility.  The Company's ability to draw on
these funds may be limited by restrictions in the agreements
governing  both  the senior notes and the  revolving  credit
facility.   Management believes that, based on  its  current
plans,  these  restrictions will not  impair  the  Company's
operations during 2002.

Management  believes that its current capital  structure  is
sufficient  to meet its 2002 requirements.  The Company  has
entered into interest rate hedging transactions in the past,
and  although  no such agreements are currently outstanding,
management intends to continue monitoring the interest  rate
environment  and  may  enter into such transactions  in  the
future if deemed advantageous.


CRITICAL ACCOUNTING POLICIES

Critical accounting policies are defined as those that  have
significant impact on the Company's financial statements and
involve  difficult or subjective estimates of future  events
by   management.    Management's  estimates   could   differ
significantly  from  actual  results,  leading  to  possible
significant adjustments to future financial results.

Management  believes  that  the Company's  policy  regarding
asset  impairment is the Company's sole critical  accounting
policy.  This policy generally applies to the recoverability
of  a  restaurant's carrying amount.  For  restaurants  that
will  continue  to  be  operated,  the  carrying  amount  is
compared  to  the undiscounted future cash flows,  including
proceeds  from  future  disposal, of  the  restaurant.   The
estimate  of  future  cash flows is  based  on  management's
review  of  historical and current sales and cost trends  of
both  the subject and similar restaurants.  The estimate  of
proceeds  from  future  disposal is  based  on  management's
knowledge  of  current  and  planned  development  near  the
restaurant site and on current market transactions.  If  the
carrying amount is not recoverable, or less than the sum  of
the  undiscounted future cash flows, the carrying  value  is
reduced to the restaurant's current fair value less costs to
sell  ("Current Market Proceeds").  The estimate of  Current
Market Proceeds is based on current market transactions  for
similar restaurants.  If the decision has been made to close
a  restaurant,  the  carrying value of  that  restaurant  is
reduced to its Current Market Proceeds.


IMPACT OF INFLATION

The  Company's  operating  costs that  may  be  affected  by
inflation  consist principally of food, payroll and  utility
costs.   A  significant  number of the Company's  restaurant
team  members  are  paid  at the Federal  minimum  wage  and
accordingly, legislated changes to the minimum  wage  affect
the  Company's  payroll  costs.  Although  no  minimum  wage
increases  have been signed into law, legislation  proposing
to  increase the minimum wage by $1.50 to $6.65 per hour was
introduced  In  the U.S. Senate in May 2002.  This  proposed
legislation  would  increase  the  minimum  wage  in   three
increments with the $6.65 rate being in place at January  1,
2004.  The Company is typically able to increase menu prices
to cover most of the payroll rate increases.

The Company considers its current price structure to be very
competitive.   This factor, among others, is  considered  by
the Company when passing cost increases on to its customers.
Annual menu price increases during the last five years  have
generally ranged from 2% to 4%.


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES
                     ABOUT MARKET RISK

The  Company's exposure to market risk relates primarily  to
changes in interest rates.  Foreign currencies are not  used
in  the  Company's operations, and approximately 90% of  the
products  used  in the preparation of food at the  Company's
restaurants  are not under purchase contract for  more  than
one year in advance.

The Company is exposed to interest rate risk on its variable-
rate  debt,  which is composed entirely of outstanding  debt
under   the   Company's  revolving  credit   facility   (see
"Liquidity  and  Capital Resources").  At October  2,  2002,
there  was  $127  million  in outstanding  debt  under  this
facility.  Interest rates for the facility generally  change
in  response  to LIBOR.  Management estimates  that  a  one-
percent  change  in  interest rates throughout  the  quarter
ended  October 2, 2002 would have impacted interest  expense
by approximately $251,000 and net earnings by $160,000.

While  the Company has entered into interest rate derivative
agreements  in  the  past,  there were  no  such  agreements
outstanding  as  of October 2, 2002.  The Company  does  not
enter  into  financial instrument agreements for trading  or
speculative purposes.


Item 4.           CONTROLS AND PROCEDURES

The  Company's  Chief Executive Officer and Chief  Financial
Officer have reviewed and evaluated the Company's disclosure
controls and procedures within 90 days of the filing of this
report,  and  have  concluded that the Company's  disclosure
controls  and  procedures  were adequate  and  effective  to
ensure   that  information  required  to  be  disclosed   is
recorded,  processed, summarized, and reported in  a  timely
manner.

There  were no significant changes in the Company's internal
controls or in other factors that could significantly affect
these controls subsequent to the date of the Chief Executive
Officer  and Chief Financial Officer's evaluation, nor  were
there any significant deficiencies or material weaknesses in
the controls which required corrective action.
                   FORWARD-LOOKING INFORMATION

In accordance with the safe harbor provisions of the Private
Securities  Litigation  Reform  Act  of  1995,  the  Company
cautions  that the statements in this quarterly  report  and
elsewhere   that  are  forward-looking  involve  risks   and
uncertainties  that may impact the Company's actual  results
of  operations.   All  statements other than  statements  of
historical   fact   that  address  activities,   events   or
developments that the Company expects or anticipates will or
may  occur in the future, including such things as deadlines
for   completing   projects,  expected  financial   results,
expected regulatory environment and other such matters,  are
forward-looking statements.  The words "estimates", "plans",
"anticipates", "expects", "intends", "believes" and  similar
expressions   are   intended  to  identify   forward-looking
statements.   All forward-looking information  reflects  the
Company's   best  judgment  based  on  current  information.
However,  there can be no assurance that other factors  will
not  affect the accuracy of such information.  While  it  is
not  possible  to identify all factors, the following  could
cause actual results to differ materially from expectations:
general  economic  conditions including consumer  confidence
levels;  competition;  developments affecting  the  public's
perception   of   buffet-style  restaurants;   real   estate
availability;  food and labor supply costs; food  and  labor
availability;    weather   fluctuations;    interest    rate
fluctuations;    stock    market    conditions;    political
environment; and other risks and factors described from time
to  time  in the Company's reports filed with the Securities
and  Exchange  Commission, including  the  Company's  annual
report  on  Form 10-K for the fiscal year ended  January  2,
2002.   The  ability of the Company to open new  restaurants
depends  upon a number of factors, including its ability  to
find   suitable  locations  and  negotiate  acceptable  land
acquisition  and  construction  contracts,  its  ability  to
attract and retain sufficient numbers of restaurant managers
and  team members and the availability of reasonably  priced
capital.   The  extent  of  the Company's  stock  repurchase
program  during  2002  and future  years  depends  upon  the
financial  performance  of  the Company's  restaurants,  the
investment  required to open new restaurants,  share  price,
the availability of reasonably priced capital, the financial
covenants  contained in the Company's loan  agreements  that
govern  the senior notes and the revolving credit  facility,
and  the maximum debt and share repurchase levels authorized
by the Company's Board of Directors.

                   PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.

       The  Company  has been informed that  a  lawsuit  was
       filed  on  November  12, 2002, in the  United  States
       District   Court,  Middle  District   of   Tennessee,
       Nashville  Division,  on behalf of  three  plaintiffs
       alleging   various  violations  of  the  Fair   Labor
       Standards  Act  of  1938.  The plaintiffs'  attorneys
       have  indicated that they intend to seek class-action
       status  on  this complaint.  The Company  was  served
       with  this  lawsuit  on  the  date  of  this  filing;
       accordingly,  management is  not  in  a  position  to
       comment  either on the allegations of the lawsuit  or
       on any potential financial impact to the Company.

Item 4.  Submission of Matters to a Vote of Security Holders.

       (a)The following table summarizes the results of the
          shareholder votes cast at a Special Meeting of
          Shareholders held on July 22, 2002 (all votes
          are in thousands):

          Approval of 2002 Stock Option Plan

                                              Broker-
          For    Against  Withheld  Abstain   Nonvotes
         17,156  9,309       n/a     80        10,905

Item 5.   Other Information.

       Consistent  with Section 10A(i)(2) of the  Securities
       Exchange Act of 1934, as added by Section 202 of  the
       Sarbanes-Oxley   Act   of  2002,   the   Company   is
       responsible   for  listing  the  non-audit   services
       approved  in  the  third  quarter  of  2002  by   the
       Company's  Audit  Committee to be performed  by  KPMG
       LLP,   the  Company's  external  auditor.   Non-audit
       services  are  defined in the law as  services  other
       than those provided in connection with an audit or  a
       review  of  the financial statements of the  company.
       During  the quarterly period covered by this  filing,
       the  Audit  Committee did not approve the  engagement
       of  KPMG LLP for any non-audit services, and KPMG LLP
       did not perform any such services.

Item 6.  Exhibits and Reports on Form 8-K.

       (a)  None.
       (b)  On  August 19, 2002, the  Company filed a report
            on Form 8-K  regarding the Chief Executive
            Officer's and the Chief Financial Officer's
            certifications of Form 10-Q for the period
            ended July 2, 2002.


                           SIGNATURES

     Pursuant to the requirements 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.

                RYAN'S FAMILY STEAK HOUSES, INC.
                          (Registrant)




November 18, 2002        /s/Charles D. Way
                         Charles D. Way
                         Chairman, President and Chief
                         Executive Officer




November 18, 2002        /s/Fred T. Grant, Jr.
                         Fred T. Grant, Jr.
                         Senior Vice President-Finance and
                         Treasurer




November 18, 2002        /s/Richard D. Sieradzki
                         Richard D. Sieradzki
                         Controller

                Ryan's Family Steak Houses, Inc.
                    Section 302 Certification


I, Charles D. Way, hereby certify that:

1)   I have reviewed this quarterly report on Form 10-Q of Ryan's
Family Steak Houses, Inc.;
2)   Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3)   Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4)   The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act rules 13a-14 and 15d-
14) for the registrant and have:
  a)   designed such disclosure controls and procedures to ensure
     that material information relating to the registrant, including
     its consolidated subsidiaries, is made known to us by others
     within those entities, particularly during the period in which
     this quarterly report is being prepared;
  b)   evaluated the effectiveness of the registrant's disclosure
     controls and procedures as of a date within 90 days prior to
     the filing date of this quarterly report ("Evaluation Date");
     and
  c)   presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based
     on our evaluation as of the Evaluation Date;
5)    The  registrant's other certifying officers and I have
disclosed,  based  on our most recent evaluation,  to  the
registrant's auditors and the audit committee of registrant's
board  of  directors (or persons fulfilling the equivalent
functions):
  a)   all significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's
     ability to record, process, summarize and report financial data
     and have identified for the registrant's auditors any material
     weaknesses in internal controls; and
  b)   any fraud, whether or not material, that involves management
     or other employees who have a significant role in the
     registrant's internal controls; and
  6)   The  registrant's other certifying officers and I have
     indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors
     that could significantly affect internal controls subsequent
     to the date of our most recent evaluation, including any
     corrective  actions with regard to significant deficiencies
     and material weaknesses.



  /s/Charles D. Way
  Charles D. Way
  Chairman, President and
  Chief Executive Officer

                Ryan's Family Steak Houses, Inc.
                    Section 302 Certification

I, Fred T. Grant, Jr., hereby certify that:

1)   I have reviewed this quarterly report on Form 10-Q of Ryan's
Family Steak Houses, Inc.;
2)   Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3)   Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4)   The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act rules 13a-14 and 15d-
14) for the registrant and have:
    a) designed such disclosure controls and procedures to ensure
     that material information relating to the registrant, including
     its consolidated subsidiaries, is made known to us by others
     within those entities, particularly during the period in which
     this quarterly report is being prepared;
    b) evaluated the effectiveness of the registrant's disclosure
     controls and procedures as of a date within 90 days prior to the
     filing date of this quarterly report ("Evaluation Date"); and
    c) presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on
     our evaluation as of the Evaluation Date;
5)   The  registrant's other certifying officers and I have
  disclosed,  based  on our most recent evaluation,  to  the
  registrant's auditors and the audit committee of registrant's
  board  of  directors (or persons fulfilling the equivalent
  functions):
    a) all significant deficiencies in the design or operation of
       internal controls which could adversely affect the registrant's
       ability to record, process, summarize and report financial data
       and have identified for the registrant's auditors any material
       weaknesses in internal controls; and
    b) any fraud, whether or not material, that involves management
       or other employees who have a significant role in the
       registrant's internal controls; and
6)    The registrant's other certifying officers and I have
  indicated in this quarterly report whether or not there were
  significant changes in internal controls or in other factors that
  could significantly affect internal controls subsequent to the
  date of our most recent evaluation, including any corrective
  actions with regard to significant deficiencies and material
  weaknesses.



  /s/Fred T. Grant, Jr.
  Fred T. Grant, Jr.
  Senior Vice President - Finance and
  Treasurer