Exhibit 10.4
       SEVERANCE AND NON-COMPETITION AGREEMENT
                              
     AGREEMENT, entered into this 1st day of June, 1995
("Effective Date"), between ROUNDY'S, INC., a Wisconsin
corporation (the "Company"), and GERALD F. LESTINA ("Mr.
Lestina").

                          RECITALS:
                              
1.   Mr. Lestina is employed by the Company as its President
     and Chief Executive Officer, and is also a member of
     its Board of Directors.  In the course of such
     employment, Mr. Lestina has acquired and will continue
     to acquire a great deal of valuable, proprietary and
     confidential knowledge and information regarding the
     Company's business, its products and services, and its
     marketing and business development strategies, and
     other proprietary information of potential value to the
     Company's competitors.

2.   As an incentive for Mr. Lestina to continue in the
     Company's employ, and in consideration for his
     agreement not to compete with the Company following the
     termination of his employment under certain conditions,
     the Company wishes to undertake to make certain
     payments and provide certain benefits to Mr. Lestina
     upon the termination of his employment under the
     circumstances set out herein.

                         AGREEMENT:
                              
     In consideration of the premises, and the mutual
covenants and agreements contained herein, the Company and
Mr. Lestina agree as follows:

1.   Termination of Mr. Lestina's Employment by the Company
     without Good Cause or by Mr. Lestina for Good Reason.
     Upon the Company's termination of Mr. Lestina's
     employment (unless such employment is terminated for
     "Good Cause" (as that term is defined below)), or Mr.
     Lestina's termination of his employment for "Good
     Reason" (as that term is defined below), the Company
     will pay to Mr. Lestina, pro rata over the non-compete
     period, the Applicable Benefit (as that term is defined
     below) without interest.  The date upon which Mr.
     Lestina's employment with the Company ceases is
     referred to herein as the "Termination Date."

2.   Post-Retirement Insurance Benefits.  If Mr. Lestina
     ceases to be employed with the Company (including by
     reason of his death) at any time after his attaining
     age 55 and while he is then an officer and a director
     of the Company (unless his employment is terminated by
     the Company for Good Cause), the Company will continue
     to provide, during the Post Retirement Period (as
     defined below), at no cost to Mr. Lestina, coverage for
     Mr. Lestina and his spouse under the employee health,
     medical and life insurance plans maintained by the
<PAGE>     
     Company for its most senior executive personnel, in
     accordance with the terms of such plans as the same may
     exist and be in effect from time to time during the
     Post Retirement Period.  The "Post Retirement Period"
     means the period from the date of the termination of
     Mr. Lestina's employment until the earliest of (i) date
     on which he attains (or would have attained) age 65,
     (ii) the date on which he accepts other employment the
     terms of which include a health or medical insurance
     benefit reasonably comparable to that to be provided
     under this Section 2, or (iii) the date on which he
     accepts other employment in violation of, or otherwise
     breaches or violates the provisions of, Section 4
     hereof.  In the event of Mr. Lestina's death prior to
     the end of the Post Retirement Period, the benefits to
     be provided under this Section 2 will be provided to
     his spouse until the date on which Mr. Lestina would
     have attained age 65, or, if earlier, the date of his
     spouse's remarriage.

3.   Definitions.

     (a)  For purposes of this Agreement, the term "Good Cause" means   
          only (i) the wilful commission by Mr. Lestina of a material    
          act of dishonesty or moral turpitude involving the  
          Company; (ii) Mr. Lestina's conviction of a felony, or his     
          pleading guilty or nolo contendere to the same; (iii) Mr.  
          Lestina's gross negligence in the performance of his duties  
          and responsibilities as an officer of the Company; (iv) the
          wilful failure of Mr. Lestina to carry out the duties and  
          responsibilities of his office, or to follow a specific and   
          lawful directive of the Board of Directors of the Company      
          (provided such directive is consistent with his position as      
          the President and Chief Executive Officer of the Company),      
          but only if such failure continues for ten days after Mr.
          Lestina has been provided with written notice of such
          failure (which notice includes a description of the nature    
          of the failure and specifies the actions to be taken by Mr.     
          Lestina to rectify it); (v) Mr. Lestina's wilful disclosure   
          of material proprietary confidential information of the    
          Company to or for the benefit of a competitor of the      
          Company, to the extent such information was not available    
          publicly; or (vi) any intentional misrepresentation by Mr.
          Lestina to the shareholders or directors of the Company.       
          For purposes of the preceding definition, no act, failure   
          to act, or omission on the part of Mr. Lestina will be    
          deemed to have been "wilful" or "intentional" if done or    
          omitted to be done in good faith and in the reasonable     
          belief that it was in or not opposed to the best interests
          of the Company.  Any such act or omission or failure to act  
          based upon the advice of counsel for the Company will be   
          conclusively deemed to have been done or omitted to be done  
          in good faith and in the best interests of the Company.
<PAGE>
     (b)  For purposes of this Agreement, the term "Good Reason" means  
          any material diminution or adverse change (effected by the  
          Company, without Mr. Lestina's voluntary concurrence) in the      
          nature or scope of Mr. Lestina's authority, powers,   
          functions, duties or responsibilities or any other material  
          aspect of his employment, including, without limitation, Mr.
          Lestina's ceasing to hold the positions of President and  
          Chief Executive Officer of the Company, and including his  
          ceasing to be a member of the Board of Directors of the    
          Company (other than by reason of his voluntary resignation     
          from such offices or from the Board of Directors).

     (c)  For purposes of this Agreement, the term "Monthly Benefit   
          Amount" means the sum of the following:  (i) an amount equal     
          to one-twelfth of Mr. Lestina's annual base salary as    
          established and in effect as of the Termination Date; (ii)      
          one-twelfth of the amount of any bonus and/or incentive    
          compensation paid or payable to Mr. Lestina for the fiscal     
          year preceding the fiscal year of the Company in which the
          Termination Date occurs (the "Prior Year Bonus"), or, if   
          greater, the amount of such bonus and/or incentive 
          compensation for the fiscal year of the Company in which the      
          Termination Date occurs (the "Current Year Bonus"); and   
          (iii) subject to the final sentence of Section 3(d), the     
          fair value of any health and/or life insurance benefits, on      
          a monthly basis, to which Mr. Lestina is entitled or which  
          are provided or made available by the Company to him as of
          the Termination Date.  If the amount of the bonus or 
          incentive compensation described in the preceding clause    
          (ii) cannot be determined as of the date when the benefits   
          to be paid hereunder are to be paid, then the amount to be    
          paid at such time shall be determined on the basis of the     
          Prior Year Bonus, and such amount shall be adjusted, if   
          necessary, to reflect the Current Year Bonus, as soon as   
          practical after the amount of the Current Year Bonus can be
          determined.

     (d)  For purposes of this Agreement, and subject to the last      
          sentence of this Section 3(d), the term "Applicable Benefit"     
          shall mean (i) if the Termination Date occurs prior to June   
          1, 1996, 24 times the Monthly Benefit Amount, and (ii) if     
          the Termination Date occurs on or after June 1, 1996, the
          Monthly Benefit Amount times the greater of (A) the number    
          of months remaining between the Termination Date and June 1,    
          1998, and (B) twelve (12).  For purposes of the preceding     
          clause (ii)(A), in determining the number of months between     
          the Termination Date and June 1, 1998 the month in which the  
          Termination Date falls will be included and the month of  
          June 1998 will not be included.  If the benefit described in     
          Section 1 hereof becomes payable under circumstances under  
          which the benefits described in Section 2 hereof are also  
          payable, the Applicable Benefit shall be determined by    
          excluding from the Monthly Benefit Amount the amount   
          described in clause (iii) of Section 3(c) for any month 
          during which the benefit described in Section 2 is also
          payable.
<PAGE>
4.   Noncompetition.

     (a)  For a period of (1) year following the Termination Date (but      
     only if such termination occurs under circumstances giving     
     rise to the Company's obligation to pay the severance    
     benefit provided in Section 1 hereof), Mr. Lestina will not,     
     directly or indirectly, as a principal, agent, owner,
     employee, trustee, beneficiary, partner, co-venturer,
     officer, director, stockholder (other than as a stockholder    
     of less than 5% of the stock of a publicly traded     
     corporation) or in any other capacity, engage in, have an  
     interest in or become associated with any entity, firm,  
     business, activity or enterprise which is engaged in the   
     wholesale distribution of groceries and which (either  
     directly or through a subsidiary or affiliate) has a  
     warehouse or distribution facility in the "Proscribed
     Territory," as that term is defined below.  The "Proscribed    
     Territory" means (i) the area consisting of the States of    
     Wisconsin, Michigan, Illinois, Indiana and Ohio, plus (ii)   
     to the extent not included within (i), the area encompassed    
     within a radius of four hundred (400) miles of any warehouse
     or distribution facility operated by the Company or any
     affiliate of the Company as of the Termination Date.

     (b)  Mr. Lestina acknowledges and agrees that the restrictions   
     set forth in this Section 3 are founded on valuable    
     consideration and are reasonable in duration and geographic  
     area in view of the circumstances under which this Agreement     
     is entered into, and that such restrictions are necessary to
     protect the legitimate interests of the Company.  In the  
     event that any provision of this Section 3 is determined to  
     be invalid by any court of competent jurisdiction, the   
     provisions of this Section 3 shall be deemed to have been   
     amended and the parties will execute any documents and take     
     whatever action is necessary to evidence such amendment, so     
     as to eliminate or modify any such invalid provision and to
     carry out the intent of this Section 3 so to render the
     terms of this Section 3 enforceable in all respects as so   
     modified.

     (c)  Mr. Lestina acknowledges and agrees that irreparable injury  
     will result to the Company in the event Mr. Lestina breaches    
     any covenant contained in this Section 3, and that the  
     remedy at law for such breach will be inadequate.    
     Therefore, if Mr. Lestina engages in any act in violation of      
     the provisions of this Section 3, the Company shall be      
     entitled, in addition to such other remedies and damages as
     may be available to it by law or under this Agreement, to   
     injunctive or other equitable relief to enforce the  
     provisions of this Section 3.

5.   Term and Termination.  This Agreement will become effective as of 
     the Effective Date and continue in effect thereafter until October 
     10, 2007, unless sooner terminated by the mutual agreement of the 
     Company and Mr. Lestina.
<PAGE>
6.   Severability.  The provisions of this Agreement are severable.  If 
     any part of this Agreement is held to be void or unenforceable or 
     contrary to law, the Company shall have the option to either 
     terminate this Agreement in its entirety, in which case it shall 
     be entitled to the return of (or be relieved of the obligation to 
     pay) any amounts paid (or which would otherwise be payable) to Mr. 
     Lestina hereunder, or it may require that the balance of the 
     Agreement nonetheless shall remain in full force and effect.
     Notwithstanding the preceding sentence, if any court of competent 
     jurisdiction shall determine that any geographic or time restraint 
     provided in this Agreement is too broad as to the area or time 
     covered, such restraint may be reduced to whatever extent the 
     court deems reasonable and such restraint may be enforced as
     reduced.

7.   Effect on Retiree Health Benefits Policy.  Mr. Lestina
     acknowledges that the benefits provided hereunder (in particular 
     the benefits described in Section 2 hereof) are intended to be in 
     lieu of any benefits to which he may now be or hereafter become 
     entitled under the Company's existing policy relating to the 
     provision of health insurance benefits to its retired officer/
     directors, as embodied in certain resolutions adopted by the 
     Company's directors on December 10, 1980 (the "1980 Retiree 
     Medical Benefits Policy").  The Company has not and does not 
     hereby acknowledge any obligation to Mr. Lestina or any of its 
     other employees, officers or directors by reason of the existence 
     of the 1980 Retiree Medical Benefit Policy, and reserves the right
     to modify, limit, cancel or terminate that Policy at any time.

8.   Notices.  All notices under this Agreement shall be in writing and 
     any notice shall be considered to be given and received in all 
     respects on the day it is personally delivered or deposited in the 
     United States mail, first class, postage prepaid, addressed as
     follows or to such other address as may be designated by one party 
     to the other by notice duly given (provided, that written notice 
     given in any other manner shall nonetheless be effective when 
     actually received by the party entitled to receive it):


     If to the Company:  Roundy's, Inc.
                         23000 Roundy Drive
                         P.O. Box 473
                         Pewaukee, WI  53072
                         Attn:  Secretary

     If to Mr. Lestina:  Gerald F. Lestina
                         c/o Roundy's, Inc.
                         23000 Roundy Drive
                         P.O. Box 473
                         Pewaukee, WI  53072

9.   No Contract of Employment.  Nothing contained herein is intended 
     to create or constitute a contract of employment between the 
     Company and Mr. Lestina, or to impose on the Company any 
     obligation to continue the employment of Mr. Lestina or to confer 
     on Mr. Lestina any rights to such continued employment.
<PAGE>
10.  Assignment.  This Agreement may not be assigned by the Company 
     without the written consent of Mr. Lestina, except that if the 
     Company shall transfer substantially all of its business or assets 
     to another corporation or other form of business or other entity, 
     this Agreement may be assigned to such a successor and it shall be
     binding upon and inure to its benefit.  Mr. Lestina may not 
     assign, pledge or encumber this Agreement or any interest herein.

11.  Binding Effect.  This Agreement shall be binding upon and inure 
     to the benefit of the parties hereto, the Company's successors and 
     assigns and Mr. Lestina's heirs and legal representatives.  If the 
     Company merges or consolidates with or into any other corporation 
     or entity (whether or not the Company is the surviving entity in 
     such transaction), or transfers all or substantially all of its 
     business or assets to another corporation or other form of 
     business or other entity, all references herein to the Company 
     shall be deemed references to the corporation or other entity 
     surviving such merger or consolidation or to which such assets or
     business are transferred.

12.  Costs of Enforcement.  If any action or proceeding is brought by 
     either party to enforce any provision of this Agreement, or to 
     recover damages for the breach hereof, the prevailing party shall 
     be entitled to recover from the other party its reasonable costs 
     and expenses (including reasonable attorneys' fees) incurred in 
     such action or proceeding. 

13.  Amendment.  This Agreement may be amended only by a written 
     instrument executed by the parties hereto or their respective 
     successors, assigns, heirs or legal representatives, as 
     applicable.

14.  Governing Law.  This Agreement shall be governed by and construed 
     in accordance with the internal laws of the State of Wisconsin.

     IN WITNESS WHEREOF, the parties hereto have executed this 
Agreement as of the date first above written.

                              ROUNDY'S, INC.



By:_________________________________

Its:__________________________


____________________________________
Gerald F. Lestina
<PAGE>