FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

STOWE HAROLD C 		2. Issuer Name and Ticker or Trading Symbol

RUDDICK CORP [ RDK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

23 MARITIME CIRCLE 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/16/2012
(Street)

PAWLEYS ISLAND, SC 29585
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  1000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Phantom Stock Units   (1) (2) $ 0   2/16/2012     A      1262         (3)   (3) Common Stock   1262   $ 0   22168   D    
Non-qualified Stock Option (Right to Buy)   (4) $14.49                    11/21/2002   11/21/2012   Common Stock   2000     2000   D    
Non-qualified Stock Option (Right to Buy)   (4) $17.24                    11/20/2003   11/20/2013   Common Stock   2000     2000   D    

Explanation of Responses:
( 1)  In addition, since the Reporting Person's last report, 63 shares were acquired pursuant to the dividend reinvestment feature of the Plan.
( 2)  Regarding Table II, Column 8, Price of Derivative Security, for PSU, a blank or a price of $0 appears in this column. Nonetheless, upon each deferral of annual retainer or meeting fees, the Reporting Person's account is credited with a number of PSU equal to the number of shares of RDK that would have an aggregate fair market value (determined as of the date such retainer or fees would have been paid) equal to the amount of such retainer or fees.
( 3)  -Phantom Stock Units (PSU) - were acquired under the Ruddick Corporation Director Deferral Plan (Plan). The Date Exercisable and Expiration Date for grants under the Plan are left blank, as suggested by the SEC. When a participant ceases to be a member of the Board of Directors, the participant's PSU account will be settled in Ruddick Corporation Common Stock (RDK) on a one-for-one basis. Payment of the account, in RDK, shall be on the date 90 days following the date the Reporting Person ceases to be a member of the Board of Directors. Each PSU represents a share of RDK. A participant in the Plan may not be paid any portion of their PSU account prior to the participant's termination of service as a member of the Board of Directors.
( 4)  Non-Qualified Stock Options expire the earlier of the stated Expiration Date or 90 days after the Reporting Person ceases to be a Director of the Corporation.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
STOWE HAROLD C
23 MARITIME CIRCLE
PAWLEYS ISLAND, SC 29585 		X



Signatures
Douglas J. Yacenda, attorney-in-fact for Harold C. Stowe 2/17/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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