ROUNDY'S
1995
nineteen ninety-five
ANNUAL REPORT

In Memoriam

We will remember John R. Dickson, Roundy's former Chairman,
President and Chief Executive Officer, as a man of great
integrity and leadership. Sadly, John Dickson, 65, passed
away on December 2, 1995 after battling cancer for about a
year.

The energy, dedication and perseverance that marked his
leadership of the Company will continue to guide us as we
move forward and build upon his accomplishments.                

Mr. Dickson was born June 17, 1930 in Amsterdam, NY. He
earned his degree from Ashland University in Ashland, Ohio
in 1954. After graduation, Mr. Dickson joined the Loblaw
Company in Buffalo, NY as a manager trainee. He rose through
the ranks to buyer.

In the early 1960's, he worked for the Loblaw Company in the
Pittsburgh area, and later moved to Cincinnati to work for
Colonial Food, an Atlanta-based supermarket company. In the
early 1970's, he worked for Shoprite Foods, and was later
named executive vice-president. In 1976, Mr. Dickson joined
Fox Grocery Company and eventually became vice-president and
general manager of the Pittsburgh division, staying on for
two years after Wetterau acquired the company.

In 1983, he moved to Wetterau headquarters and eventually
headed the company's Food Distribution group's central
region. Mr. Dickson took over the helm at Roundy's in 1986.

John will be missed by his many friends and colleagues.

John R. Dickson
1930-1995
<PAGE>

Roundy's Vision Statement

VISION
Roundy's strives to become the premier retail support
company throughout our regionby providing value driven goods
and services and maintaining the ultimate in customer
satisfaction.

WE ARE COMMITTED TO:
-Communicating openly and honestly with our customers, our
 associates and our vendors.
-The on-going success and growth of our customers.
-Creating an environment of opportunity and development for
 all associates.
-Working as a team to carry out business activities.


Selected Financial Data

($000 omitted except for per share data and ratios)

                       1995       1994        1993        1992        1991
                     ----------  ---------  ---------- ----------  ----------
Net sales and 
 service fees        $2,488,196  $2,461,510 $2,480,254 $2,491,293  $2,534,418
Net earnings              9,022       6,554      8,028      7,353       6,813
Patronage dividends       5,129           0      5,301      5,135       3,305
Total assets            407,337     404,652    380,092    390,148     390,797
Long-term debt           78,850      88,227    113,045    135,420     139,283
Stockholders' equity(1) 100,033      90,419     86,066     78,573      70,917
Book value per share      85.15       77.40      71.65      65.10       58.75
Working capital          90,740      91,814    113,643    119,153     116,940
Current ratio            1.43:1      1.43:1     1.64:1     1.70:1      1.66:1
Earnings before 
 patronage dividends
 as a percent of net 
 sales and service fees    .81%        .45%       .81%       .66%        .58%

(1) includes redeemable common stock




Message to Our Stockholders

Every day of our lives we see them.  We touch them and pass
through them and work in them.  Yet, we often fail to notice
them....their beauty.....their function. Neither do we try
to spend much time trying to understand or appreciate them.

Structures.

They make things possible - work, comfort, preservation,
efficiency.
<PAGE>
As a company grows and develops, its structure begins to
take on a look of its own.  Various "organizational" charts
and maps are used to distinguish geographic territories,
product categories, division of work responsibilities, and
the contribution of various divisions, departments and
individuals to the company's overall performance.

The "look" of Roundy's is a study of a changed structure.
Perhaps, a continuing metamorphosis.

Many things have acted together to affect the look of our
company:  historical events, the ambitions of our founders,
the hard work of our employees, and the good fortunes of our
customers.  As well, adverse factors like declining margins,
downturned economic conditions and the strategic moves of
our competitors have negatively affected our look - at times
forcing corrective action.

Make no mistake:  the structure of Roundy's has been
impressive - even awe-inspiring - through the years.  To our
competitors, "imposing" might be a better word.

But "looking" at a company.....and "examining" it.....yield
different results.

We believe that an annual report should be considered a
"snapshot" and a historical document.  It should also be
considered a look into our future.

In examining Roundy's, you'll begin to understand the "why"
of things as they exist now.  You'll begin to see and
appreciate the many things we've done this past year, and
understand our plans for the future.

"Good people follow virtue, building on the small to obtain
the great."
                    - Confucius

The Year in Review

- Sales increased $26.7 million, or 1.1 percent.  A continued
influx of alternative formats throughout Ohio and Indiana
compelled us to tighten credit and, in some cases,
discontinue business in order to strengthen our core
business in those regions.  This conscious effort adversely
impacted our sales by approximately $25 million.

- Operating and administrative expenses, excluding
depreciation and amortization, decreased $11.1 million, or
5.5 percent.  As a percentage of sales, this ratio is the
lowest it has been in 16 years.

- Interest expense decreased $1.6 million, or 16.4 percent.
Again, as a percentage of sales, this ratio is also the
lowest it has been in 16 years.

- Earnings before patronage dividends increased $9.2 million
to $20,250,500 -a company record.
<PAGE>
- Net earnings increased $2.5 million to $9,022,100 - another
company record.

- Long-term debt decreased $9.4 million, or 10.6 percent.
Our long-term debt of $78.9 million is the lowest in 12
years and our long-term debt to equity ratio of 0.79 to 1 is
the lowest in 16 years.

- Stockholders' equity, including redeemable common stock,
increased $9.6 million, or 10.6 percent.

The capital reinvestment we have made in our buildings,
fleet and technology demonstrates our commitment to our long-
term future.  The following table illustrates our five-year
trend on capital expenditures:

                      1995   $24,216,300
                      1994   $22,316,600
                      1993   $13,354,800
                      1992   $15,332,300
                      1991   $11,894,000

Nonetheless, each capital expenditure is carefully analyzed
for its return on investment prior to implementation.

Most of us in this business have heard the phrase "declining
margins" - and often. This past year was no exception.  We
saw several major manufacturers reduce their promotional
allowances.  Also, alternative formats continued to expand
within our markets.

It has become an increasing challenge to hold the line on
profitability while positioning the company for the future.
To meet this challenge, Roundy's has formed a long-term
strategic plan, which you'll read about later.

Improving efficiency and reducing costs was the main focus
of our attention throughout 1995.  In addition to closing
our flight department, we also reduced full-time equivalent
staff over the past three years.  Last year in particular,
administrative consolidations contributed to the decrease.
We went from 4,263 full-time equivalents in 1993 to 4,166 in
1994, and finally to 4,088 at the end of 1995.  This trend
will continue in 1996.

During the course of the year, we began to merge much of the
Columbus staff into our Lima Division.  This process will be
completed in 1996.  We also began to merge our South Bend
administrative staff as well as a part of our Muskegon staff
into our Westville Division.  This also will be completed at
the end of 1996.


"Good people distinguish things in terms of categories and
groups."
                        - Confucius

Developments
<PAGE>
In December of 1995, we completed work on a wide area
communications network that links our retail customers to
our corporate local area network.  Hughes Network System
helped us complete installation of this wide area satellite
network.  This network represents a fundamental building
block for our company's future.

Our new target marketing program, Advantage Rewards, was
the first project to utilize the new network in Wisconsin
which started on Super Bowl Sunday.  Plans are underway to
expand the program, first to non-Pick 'n Save stores in
Wisconsin.  An out-of-state pilot location will begin later
in 1996.

We introduced 265 new Roundy's label grocery, frozen foods
and dairy items during this past year, contributing toward
eight years of consistent double-digit growth.

Five new state-of-the-art stores were completed and opened
by our customers during this past year.  The Pay Less
organization opened two new stores in Anderson and West
LaFayette, Indiana.  Both stores are over 82,000 square feet
in size and are complete with leading-edge food courts and
perishable departments.

The Buehler organization added a new 41,000 square foot
store in Evansville, Indiana.  The new store, designed to
emphasize its perishables and customer service departments,
had a line of customers extending one city block long on its
opening day.

The Kennedy family, owners of Polly's, transformed a
department store into a beautiful new store featuring a
state-of-the-art perishable department and a strong discount
grocery department.

Mega Marts constructed a 112,000 square foot store in Oak
Creek, Wisconsin.  The rendering of this new store provides
second-to-none variety and powerful merchandising concepts,
as well as a number of leased departments including an
optical department.

We welcome the CeeBee's organization to the Roundy's family.
In addition to remodeling and reopening an existing store in
Chicago Heights, Illinois, they bring six existing stores to
be serviced by our Westville Division.

Millions of dollars were invested in capital improvements
throughout our entire region this past year.  These major
expansions and remodels gave our customers the ability to
maintain or increase their respective market shares.

"Good people order and arrange."
                    - Confucius
<PAGE>
Improvements

Our Efficient Consumer Response (ECR) initiative is
simplifying and improving the way we conduct business, and
we are committed to it.

ECR's basic building block is the Electronic Data
Interchange (EDI), which is the electronic transmission of
business documents.  The goal of EDI is to save time, reduce
paperwork, reduce human error and streamline business
operations.

Roundy's began the EDI process with selected manufacturers
less than a year ago. Today, approximately 75 percent of our
purchase order volume is now being sent via EDI to our
vendors.  By the end of 1996, we expect to increase this to
over 90 percent.

In addition to sending purchase orders, we are also
receiving invoices that match electronically with our
accounts payable system, called PROMPT.  An electronic match
via EDI with PROMPT reduces errors as well as paperwork.

Our Continuous Replenishment Program (CRP), another element
of ECR, allows manufacturers to review our warehouse
withdrawal history and make recommendations on purchase
order quantities.  This system frees up valuable time that
could be spent on other projects.  We are currently testing
CRP with several manufacturers; plans to proceed will be
based on those test results.

Roundy's also has the ability to receive Advanced Ship
Notices (ASN).  This system alerts our buyers and warehouses
as to what has been shipped from manufacturers. Currently we
have ten vendors sending us ASN information.

Another aspect of ECR is Category Management (CM).  The
overall strategy of CM is to successfully implement a review
of selected categories at the Milwaukee and Mazomanie
divisions and produce a process which can be applied at all
of Roundy's divisions, retailers and categories.

"When they do things, good people plan first."
                    - Confucius

The Future

To simply establish goals and performance levels for the
company without a plan is to set ourselves up for failure.
To properly aim at the future requires an exhaustive, honest
assessment of our place in the world, our competitors'
ambitions, our strengths - and our weaknesses.
We have done that, and in many ways it has opened our eyes.
In examining everything, we were able to develop a strategic
plan whose objectives are ambitious, yet based in the real
world.
<PAGE>
The structure of Roundy's of recent years has been
impressive, dominant and profitable.  But in proceeding with
this planning process it became clear that positioning the
company for future success would require major changes in
structure.  No longer could we simply afford to react to
market conditions and competitive weaknesses.  We would have
to move proactively and aggressively.

The strategic plan that followed this assessment will take
the company forward to the year 2000 in a series of steps.
Key areas addressed include sales, cost improvements,
systems, human resources and communications.

It is important to note that the plan is fluid - changeable
if uncontrollable events occur.  It is dynamic - containing
many inter-related efforts and objectives.  And, it is
comprehensive - inclusive of every associate and customer,
and every aspect of the company's operations.

Establishing this plan gives company personnel a common
reference, a framework, and a complete understanding of the
company's resources and direction.  A structure.  This tool
will allow us to direct and redirect those resources as
necessary to meet our changing work environment.

One of the areas addressed in our strategic plan -
communications - bears particular mention.  It's easy to
forget in any job that we have co-workers, sister divisions,
related operations and even unrelated operations.  When a
company is as large and far-flung as ours, efforts sometimes
are duplicative or counterproductive.

Our goal here is more than simply talking to each other.
The concept of Roundy's Today, our new company newspaper,
came about during a strategic planning discussion regarding
improved communication within the company.

Corporate cultures can convey a sense of anonymity or they
can provide the feeling that each and every employee is a
vital component to the company's success.  We pride
ourselves on the latter, and our new quarterly newspaper
celebrates Roundy's sense of unity and teamwork.  I'm
extremely proud of our new newspaper, and I applaud the
entire editorial staff for a job well done.
The extent to which a company understands itself, its place
in history and its ambitions can be seen in its vision
statement.  The extent to which the company believes and is
committed to its vision is evidenced in its pervasiveness.
That's why, over the coming weeks and months you will see
our vision statement everywhere:  displayed proudly at every
division, in this report and even in various company
communications.

At Roundy's we believe that every stockholder, customer,
associate and vendor will soon see, know and believe this
common theme.

"Good people strengthen themselves ceaselessly."
                    - Confucius
<PAGE>
Finally...

Seeing the big picture - or at least understanding that
there is one - is a key element to success in any business
and in life.  We recognize that 1996 and beyond will require
change.  Our goal is to make such changes for the benefit of
our company.

We at Roundy's cannot look upon ourselves simply as managers
of business.  We must expand our view of our business world
to include more than the things, people and events around
us.  We must consider the intangibles - the areas of our
business we can't readily see or touch.

Currently, there is a "window of opportunity" for our
company during which we must take bold steps to insure our
future growth.  We are prepared to take those steps as
management's actions in 1995 have demonstrated.

We would like to thank our stockholders, customers and
associates for their contributions to our past year's
success as we look forward to 1996 and beyond. We recognize
the challenges and welcome them because we will succeed
working as a team.

Gerald F. Lestina
President and Chief Executive Officer


Financial & Operational Review

LIQUIDITY AND CAPITAL RESOURCES

Roundy's took a giant step toward growing the company and
reshaping it to meet the challenges of the year 2000 and
beyond.  This giant step began with the development and
implementation of a strategic plan.

The strategic plan addresses all of the essential elements
of the company necessary to sustain its growth, to increase
its profitability levels and to identify its short-range
technological and operational capital needs.

A fundamental element of the plan is the underlying strength
of the company - its balance sheet.  The financial results
of fiscal 1995 more than ever, reflect a strong balance
sheet with sufficient reserves, decreased debt and increased
stockholders' equity.  The company continued to focus on
cash management with the objective of further reducing debt.
This effort enabled Roundy's to pay down high interest rate
debt in 1995 and improve its long-term debt to equity ratio.
In 1994 the long-term debt to equity ratio fell below a one
to one ratio for the first time in over ten years, achieving
a .98:1 ratio compared to 1.31:1 in 1993.  The 1994 level
was certainly a milestone for the company.  However, the
1995 ratio showed even greater improvement achieving a .79:1
long-term debt to equity ratio.
<PAGE>
The ability to achieve this low debt level was predicated
on several factors. A major effort was directed at
controlling notes and accounts receivable. Average accounts
receivable days outstanding improved 8.2% in 1995 compared
to 1994 and 3.2% compared to 1993.  Additionally, the
company continues to receive the benefits of its centralized
accounts payable function which provides for standardization
of payment terms.  Although inventory levels increased
slightly in 1995 compared to 1994 with average equity in
inventory increasing 7.3%, it was still 5.9% better than
1993 average levels.  Finally, the company continued to
concentrate its borrowing on low, fixed rate debt. In 1995,
the company prepaid $6,000,000 of 10.31% outstanding Senior
Unsecured Notes, reducing its average cost of long-term debt
to 7.6% versus 7.8% for 1994 and 7.9% for 1993.

In addition to lowering its cost of long-term debt, the
company continues to decrease its borrowing levels.  Average
daily borrowings declined $11.5 million in 1995 compared to
1994 and $47.1 million compared to 1993.  Lower average
daily borrowing levels and the pay down of higher interest
rate debt were the main reasons Roundy's was able to reduce
interest expense $1.6 million in 1995 compared to 1994 and
$4.2 million compared to 1993.

Another significant element of Roundy's strategic plan is to
maintain a strong capital structure.  The benefits of such a
structure are numerous including the ability to secure low,
fixed rate debt, improve earnings and increase flexibility
for reacting to opportunities.

The capital structure for fiscal 1995 and 1994 is summarized
in the table outlined above right.

Capital Structure (in millions)       1995               1994  
----------------------------------------------------------------------

Long-term debt                  $ 78.9     44.1%    $ 88.2     49.4%
Stockholders' equity             100.0     55.9      90.4      50.6
----------------------------------------------------------------------
Total capital                   $178.9    100.0%    $178.6    100.0%
----------------------------------------------------------------------

At the request of the Securities and Exchange Commission, in
1995, the company has reflected common stock submitted for
redemption outside of stockholders' equity.  In Roundy's
capital structure table, management has elected to include
this amount in stockholders' equity since it is still
outstanding common stock which is earning appreciation in
book value and will continue to do so until it is redeemed.
<PAGE>
Another key element of Roundy's strategic plan is prudent
reinvestment in facilities, fleet and retail stores.
Capital expenditures were $24.2 million in 1995 compared to
$22.3 million in 1994 and $13.4 million in 1993.  Major
investments were made in technology, fleet and buildings.
Management decided to centralize its frozen foods operation
for the Ohio Region in one location.  Owned facilities were
inadequate and rented facilities were becoming too
expensive.  A major construction project began in the fall
of 1995 at the Lima Division to build a frozen foods
facility designed to meet the growing needs of this Region.
In the Milwaukee Division over half of its capital
expenditures were due to "Target Marketing" equipment which
was installed in retail stores serviced by the Division.
Management strongly believes that new technology such as a
"Target Marketing" system with the objective of better
servicing the customer and reducing the cost of
accomplishing that objective will benefit both its customer
base and the servicing division.  Finally, the company
undertook two major store remodels in 1995.  With a growing
customer base, it was deemed essential in the strategic
planning meetings that key stores need to be modernized to
help deter competitors from opening sites in the vicinity of
these locations.  All of the aforementioned actions coupled
with ongoing expenditures on new computer and operational
systems are essential factors in management's effort to
continue to lower operating expenses over $10.3 million from
1994 and $2.3 million from 1993.

An important statistic which management continues to monitor
is the company's current ratio.  It is important to maintain
a good ratio, however, it is equally important to minimize
the amount of working capital invested in the business.  The
year end current ratio for 1995 and 1994 was 1.43:1 and for
1993 it was 1.64:1.  Even with increased sales, a
significant effort has been devoted to reducing average days
sales in receivables and increasing inventory turns.
Management believes that the ability to keep the 1995 ratio
consistent with 1994 was significant and was favorably
impacted by the improvement in its average days sales in
receivable ratio which offset the slight decline in average
inventory turns.  Inventory turns were 14.1 in 1995 compared
to 14.4 in 1994 and 14.1 in 1993.  In accordance with the
company's strategic plan, an increased amount in 1996
capital expenditures will be directed at improved inventory
control systems which will enable the company to better
control inventory levels.

Roundy's has already been working with several manufacturers
to develop and implement 1) a continuous replenishment
program (CRP), 2) electronic purchasing (EDI) and 3)
category management.  All of these programs will keep
Roundy's in the forefront with respect to new data
processing systems that will help better control inventory
levels, reduce inventory carrying costs and provide
increased value at a lower cost to its customer.
<PAGE>
Roundy's book value per share increased to $85.15 or 10.0%.
Patronage dividends of $5.1 million were declared based on
1995 results.  Both represent significant increases from
1994.  Stockholders' equity increased $9.6 million from 1994
and $14.0 million from 1993.  The changes in stockholders'
equity includes redeemable common stock.

RESULTS OF OPERATIONS

Net sales and fees increased $26.7 million in 1995 compared
to 1994 and $7.9 million over 1993 levels.  The 1.1%
improvement from 1994 and 0.3% improvement from 1993 are a
result of several factors, all of which were emphasized in
the company's strategic plan. "Advantage Rewards" and
"Advantage Plus Saver's Club" programs have been significant
factors in achieving the documented sales increases.  A
second key element was the improved strength in the "non-
foods" divisions which handle health and beauty care
products, general merchandise products, specialty foods,
tobacco and candy items.  Sales for these divisions in 1995
were 5.2% greater than 1994 and 10.8% greater than 1993.
The improvement in this segment of Roundy's business was the
result of expanded product lines and increased emphasis.

Overall, gross profits reflect a modest 0.2% decline
compared to 1994 and 1993.  The Company continues to
experience significant pressures on gross profits attributed
to reductions in manufacturers' promotional allowances,
forward buy opportunities and diverting revenues.  The
current trend in the industry is to provide customers with
performance based and value-added options, which include
changing pricing practices and programs.  Roundy's has been
working with various manufacturers on category management
and continuous inventory replenishment programs designed to
reduce costs, improve efficiencies and help neutralize the
declining gross profit opportunities.

Operating and administrative expenses continued to decline
both in absolute dollars and as a percent to sales.
Operating and administrative expenses as a percent to sales
were 8.2% compared to 8.7% in 1994 and 8.3% in 1993.  The
1995 ratio was the lowest in sixteen years.  When adjusting
for the significant increase in the closed facility reserve,
1994's operating and administrative ratio to sales would be
8.4%.  Management has accepted the fact that the industry is
undergoing significant changes with the largest impact being
on gross profits.  To offset the pressures on gross profits,
due to reductions in allowances and a variety of other
revenue sources previously available to wholesalers and
retailers, management recognized the need to reduce costs
and improve efficiencies.  In this regard, the company
closed its flight department in 1995, reduced full-time
equivalent staff by over 75, implemented stronger credit
restrictions (which helped reduce bad debt expense $3.3
million compared to 1994 and $0.9 million from 1993) and
implemented several system enhancements directed at lowering
costs and improving operating efficiencies.  Roundy's has
consolidated several administrative functions in divisions
<PAGE>
including purchasing, advertising, human resources and
accounting.  These consolidations were accomplished with the
implementation of an automated, standardized buying system
in all Divisions, the centralization of accounts payable and
the further standardization of Human Resource systems,
practices and policies.  It is management's plan to
accelerate the system standardization process in 1996 with
the objective of attaining further efficiencies and enabling
management, divisional staff and all of Roundy's to better
serve its retailers and the ultimate consumer.

Interest expense declined in 1995 by $1.6 million compared
to 1994 and $4.2 million compared to 1993.  Management
continues to believe that good cash management practices are
important and, as such, has emphasized strong cash
management techniques and systems in its strategic plan.
Paramount to this effort has been the centralization of
accounts payable which enabled Roundy's to standardize
vendor payment terms.  Additionally, a major emphasis was
placed on credit and improving average days sales in
receivables.

The effective income tax rates for 1995, 1994 and 1993 were
40.3%, 40.7% and 40.5%, respectively.  The effective tax
rate has been favorably impacted by lower state income taxes
due to the company's decision to consolidate various
subsidiaries.  The benefits of these efforts were diluted by
the loss of the targeted jobs tax credits in 1995 due to
changes in the federal tax code.

Net earnings reached a record level of .36% of net sales and
service fees compared to .27% for 1994 and .32% for 1993.
Management emphasized cost reductions and system
improvements in its strategic plan.  1995 net earnings
reflect the positive results of this focus with operating
administrative expenses decreasing as a percent of net sales
and service fees compared to both 1994 and 1993.  Interest
expense, as a percent of net sales and service fees was at
its lowest level in sixteen years.  The improvement in sales
achieved in 1995, together with the focus of Roundy's
strategic plan on cost reductions and system improvements
will offset the continuing decline in margins, resulting in
increased profitability for Roundy's.


<PAGE>
Independent Auditors' Report

To the stockholders & directors of Roundy's, Inc.:

We have audited the accompanying consolidated balance sheets
of Roundy's, Inc. and its subsidiaries as of December 30,
1995 and December 31, 1994 and the related statements of
consolidated earnings, stockholders' equity and cash flows
for each of the three years in the period ended December
30, 1995. These financial statements are the responsibility
of the Company's management. Our responsibility is to
express an opinion on these financial statements based on
our audits.
<PAGE>
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements
present fairly, in all material respects, the financial
position of the companies at December 30, 1995 and December
31, 1994, and the results of their operations and their cash
flows for each of the three years in the period ended
December 30, 1995 in conformity with generally accepted
accounting principles.

Doloitte & Touche LLP

Milwaukee, Wisconsin
February 23, 1996


<PAGE>
Statements of Consolidated Earnings

For The Years Ended December 30, 1995, December 31, 1994 and
January 1, 1994
                              1995              1994           1993
Revenues:
   Net sales and 
     service fees         $2,488,196,200   $2,461,509,600   $2,480,254,200
   Other-net                   3,966,100        3,892,300        6,526,600
                          --------------   --------------   --------------
                           2,492,162,300    2,465,401,900    2,486,780,800
                          --------------   --------------   --------------
Costs and Expenses:
   Cost of sales           2,260,039,400    2,230,645,500    2,248,336,000 
   Operating and          
     administrative          203,943,400      214,221,900      206,253,600
   Interest                    7,929,000        9,479,300       12,138,100 
                          --------------   --------------   --------------
                           2,471,911,800    2,454,346,700    2,466,727,700
                          --------------   --------------   -------------- 
Earnings Before 
  Patronage Dividends         20,250,500       11,055,200       20,053,100 

Patronage Dividends            5,128,500                         5,300,700
                          --------------   --------------   --------------
Earnings Before 
  Income Taxes                15,122,000       11,055,200       14,752,400 
                          --------------   --------------   --------------
Provision (Credit) for 
  Income Taxes:
    Current-Federal            7,361,200        7,863,700        5,797,000
           -State              1,177,400        2,290,100        1,740,200
           -Jobs and other 
             tax credits        (105,700)        (448,700)        (485,500)
           -Deferred          (2,333,000)      (5,204,000)      (1,078,000) 
                          --------------   --------------   --------------
                               6,099,900        4,501,100        5,973,700 
                          --------------   --------------   --------------
Earnings Before 
  Extraordinary Item           9,022,100        6,554,100        8,778,700

Extraordinary Loss on 
  Early Extinguishment 
  of Long-Term Debt (Net 
  of Income Tax Benefit 
  of $511,000)                                                    (751,000) 
                          --------------   --------------   --------------
Net Earnings              $    9,022,100   $    6,554,100   $    8,027,700
                          ==============   ==============   ==============

See notes to consolidated financial statements.

<PAGE>
Consolidated Balance Sheets

As of December 30, 1995 and December 31, 1994


Assets                                1995          1994
                                 ------------   ------------

Current Assets:
   Cash and cash equivalents     $ 26,382,000   $ 40,268,800
   Notes and accounts receivable, 
    less allowance for losses,     
    $8,431,300 and $11,000,400, 
    respectively                   99,727,000     95,105,500 
   Merchandise inventories        163,204,100    157,195,700 
   Prepaid expenses                 5,060,700      5,774,200 
   Future income tax benefits       8,496,800      5,691,800 
                                 ------------   ------------
        Total current assets      302,870,600    304,036,000 
                                 ------------   ------------
Other Assets:
   Notes receivable                17,249,100     14,631,300
   Other real estate                4,659,400      6,584,200 
   Deferred expenses and other      5,300,600      7,066,200
   Deferred income tax benefit      2,706,000      3,060,000
                                 ------------   ------------
        Total other assets         29,915,100     31,341,700
                                 ------------   ------------
Property and Equipment-At Cost:
   Land                             5,042,700      5,883,000 
   Buildings                       43,021,900     43,934,300
   Equipment                       94,499,200     83,963,000 
   Leasehold improvements          12,412,000     13,429,100
                                 ------------   ------------
                                  154,975,800    147,209,400 
   
   Less accumulated depreciation 
     and amortization              80,424,900     77,934,900 
                                 ------------   ------------
      Property and equipment-net   74,550,900     69,274,500 
                                 ------------   ------------
                                 $407,336,600   $404,652,200
                                 ============   ============
See notes to consolidated financial statements.

<PAGE>
Liabilities and 
  Stockholders' Equity                1995          1994   
                                 ------------   ------------
Current Liabilities:
   Current maturities of         
     long-term debt              $  3,776,500   $  5,678,600 
   Accounts payable               165,539,300    166,024,700 
   Accrued expenses                42,231,400     36,036,000 
   Income taxes                       583,600      4,483,200 
                                 ------------   ------------
    Total current liabilities     212,130,800    212,222,500 
                                 ------------   ------------
Long-Term Debt, 
  Less Current Maturities          78,850,200     88,226,700 
Other Liabilities                  16,322,500     13,784,300 
                                 ------------   ------------ 
        Total liabilities         307,303,500    314,233,500 
                                 ------------   ------------
Commitments and Contingencies  (Note 10)

Redeemable Common Stock             8,132,000      5,539,600 
                                 ------------   ------------
Stockholders' Equity:
   Common stock:
     Voting (Class A)                  16,700         17,500  
     Non-voting (Class B)           1,282,400      1,353,500 
                                 ------------   ------------
        Total common stock          1,299,100      1,371,000
   
   Amount related to recording 
     minimum pension liability       (283,600)      (112,700)  
   Patronage dividends payable 
     in common stock                3,405,000      
   Additional paid-in capital      21,222,100     21,741,200
   Reinvested earnings             66,258,500     61,879,600
                                 ------------   ------------
      Total stockholders' equity   91,901,100     84,879,100 
                                 ------------   ------------
                                 $407,336,600   $404,652,200
                                 ============   ============
<PAGE>
<TABLE>
Statements of Consolidated Stockholders' Equity

For The Years Ended December 30, 1995, December 31, 1994 and
January 1, 1994
<CAPTION>

                                            Common Stock                  
                               -----------------------------------------  Patronage  
                                   Class A               Class B          Dividends     Additional
                               -----------------   ---------------------  Payable in     Paid-in    Reinvested
                               Shares    Amount      Shares    Amount     Common Stock   Capital     Earnings
                               --------------------------------------------------------------------------------
<S>                            <C>       <C>       <C>        <C>         <C>          <C>          <C>
Balance, January 2, 1993       16,100    $20,100   1,028,222  $1,285,300  $ 3,210,000  $15,215,700  $51,463,600
   Net earnings                                                                                       8,027,700
   Common stock issued            700        900      82,193     102,700   (3,210,000)   5,058,100
   Common stock purchased      (1,300)    (1,600)    (40,875)    (51,100)               (1,133,100)  (1,946,600)
   Redeemable common stock                           (21,473)    (26,800)                 (378,800)  (1,132,900)
   Patronage dividends payable 
     in common stock                                                        3,263,000
                               --------------------------------------------------------------------------------
Balance, January 1, 1994       15,500     19,400   1,048,067   1,310,100    3,263,000   18,761,900   56,411,800
   Net earnings
   Common stock issued            700        900      52,138      65,200   (3,263,000)   3,516,200
   Common stock purchased      (2,200)    (2,800)     (1,533)     (1,900)                 (222,200)    (191,800)
   Redeemable common stock                           (15,880)    (19,900)                 (314,700)    (894,500)
                               --------------------------------------------------------------------------------
Balance, December 31, 1994     14,000     17,500   1,082,792   1,353,500            0   21,741,200   61,879,600
   Net earnings
   Common stock issued            200        200      12,755      16,000                   931,400
   Common stock purchased        (800)    (1,000)    (17,446)    (21,800)                 (384,500)  (1,329,300)
   Redeemable common stock                           (52,204)    (65,300)               (1,066,000)  (3,313,900)
   Patronage dividends payable 
     in common stock                                                        3,405,000
                               ---------------------------------------------------------------------------------
Balance, December 30, 1995     13,400    $16,700   1,025,897  $1,282,400  $ 3,405,000  $21,222,100  $66,258,500
                               =================================================================================
<FN>
See notes to consolidated financial statements.
</TABLE>

<PAGE>
Statements of Consolidated Cash Flows

For The Years Ended December 30, 1995, December 31, 1994 and
January 1, 1994

                                         1995         1994        1993
                                    ------------  ------------  ------------
Cash Flows From Operating Activities:
   Net earnings                     $  9,022,100  $  6,554,100  $  8,027,700 
   Adjustments to reconcile 
   net earnings to net cash flows     
   provided by operating activities:
     Depreciation and amortization    13,594,400    12,756,500    12,913,200 
     Extraordinary loss on early 
      extinguishment of debt                                         751,000
     Allowance for losses              5,871,500     9,166,600     6,738,600    
     Loss (gain) on sale of 
      property and equipment and other                            
      productive assets                  451,900    (1,087,700)   (3,680,300)   
     Closed facility reserve              42,300     8,000,000     1,000,000
     Patronage dividends payable 
      in common stock                  3,405,000                   3,263,000 
   (Increase) decrease in operating 
     assets, net of the effects 
     of disposition:
     Accounts receivable              (6,768,000)   (5,012,600)  (13,819,500)
     Merchandise inventories          (6,008,400)   (4,026,200)   11,038,700
     Prepaid expenses                    713,500     1,182,600    (2,105,000) 
     Future income tax benefits       (2,805,000)   (1,410,000)      295,000
     Other real estate                 1,924,800       758,800      (802,300)  
     Deferred expenses and 
      other assets                     1,208,700       323,300       (27,700) 
     Deferred income tax benefit         472,000    (3,060,000)      
   Increase (decrease) in operating 
     liabilities, net of the effects 
      of disposition:
     Accounts payable                   (485,400)   35,837,100     7,715,000
     Accrued expenses                  6,018,200    (1,582,700)     (227,100)  
     Income taxes                     (3,899,600)    4,072,300      (724,400)
     Deferred income taxes                            (734,000)   (1,373,000) 
     Other liabilities                 2,538,200     3,015,300       796,200  
                                     -----------   -----------   -----------
   Net cash flows provided by 
      operating activities            25,296,200    64,753,400    29,779,100 
                                     -----------   -----------   -----------
Cash Flows From Investing Activities:
   Capital expenditures              (24,216,300)  (22,316,600)  (13,354,800) 
   Proceeds from sale of property 
      and equipment and other         
      productive assets                5,296,500     1,753,200    11,017,900
   (Increase) decrease in 
      notes receivable                (6,342,800)      830,400     4,602,500
                                     -----------   -----------   -----------
   Net cash flows (used in) provided 
     by investing activities         (25,262,600)  (19,733,000)    2,265,600 
                                     -----------   -----------   -----------
<PAGE>
Cash Flows From Financing Activities:
   Proceeds from long-term borrowings                             45,000,000 
   Principal payments and defeasance 
      of long-term debt               (9,376,500)  (24,818,000)  (68,637,400) 
   Increase (decrease) in notes 
      payable and current maturities  (1,902,100)   (3,381,700)    1,015,100  
      of long-term debt                   
   Proceeds from sale of common stock    947,600       319,300     1,951,700 
   Common stock purchased             (3,589,400)   (2,716,800)   (5,440,500)
                                     -----------   -----------   -----------
   Net cash flows (used in) 
      financing activities           (13,920,400)  (30,597,200)  (26,111,100)
                                     -----------   -----------   -----------
Net (Decrease) Increase in 
  Cash and Cash Equivalents          (13,886,800)   14,423,200     5,933,600 

Cash And Cash Equivalents, 
  Beginning Of Year                   40,268,800    25,845,600    19,912,000
                                     -----------   -----------   -----------
Cash And Cash Equivalents, 
  End Of Year                        $26,382,000   $40,268,800   $25,845,600
                                     ===========   ===========   ===========
Cash Paid During The Year For:
   Interest                          $ 8,116,000   $ 9,775,300   $13,100,200
   Income Taxes                       12,319,000     5,163,300     7,805,700 

See notes to consolidated financial statements.


<PAGE> 
 Notes to Consolidated Financial Statements

1. SIGNIFICANT ACCOUNTING POLICIES
Description of business-The company is primarily engaged in
the distribution of food products and related non-food items
through retail supermarkets, many of which are owned by
stockholder-customers or the company.

Fiscal year-The company's fiscal year is the 52 or 53 week
period ending the Saturday nearest to December 31. Each of
the three years in the period ended December 30, 1995
included 52 weeks.

Financial statements-The financial statements include the
accounts of the company and its subsidiaries. Significant
intercompany balances and transactions are eliminated.
Revenue from product sales are recognized upon shipment of
the product for food distribution and at the point of sale
for retail food. The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates.

Cash and cash equivalents-The company considers all highly
liquid investments, with maturities of three months or less
when acquired, to be cash equivalents.

Inventories-Inventories are recorded at the lower of cost,
on the first-in, first-out method, or market.

Long-lived assets-The company periodically evaluates the
carrying value of long-lived assets in accordance with
Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of." The company analyzes
the future recoverability of the long-lived assets using the
related undiscounted future cash flows of the business and
recognizes any adjustment to its carrying value on a current
basis.

Depreciation-Depreciation and amortization of property and
equipment are computed primarily on the straight-line method
over their estimated useful lives, which are generally
thirty-one years for buildings, three to ten years for
equipment and five to twenty years for leasehold
improvements. Equipment under capitalized leases is
amortized over the terms of the respective leases.

Closed facility costs-When a facility is closed the
remaining investment, net of expected salvage value, is
expensed. For properties under lease agreements, the present
value of any remaining future liability under the lease, net
of expected sublease recovery, is also expensed. The
increases in the balance of the closed facility reserve were
$42,300, $8,000,000 and $1,000,000 in 1995, 1994 and 1993, respectively.
<PAGE>
Income Taxes-The company provides income taxes in accordance
with Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," which requires an asset and
liability approach to financial accounting and reporting for
income taxes. Deferred income tax assets and liabilities are
computed annually for differences between the financial
statement and tax bases of assets and liabilities that will
result in taxable or deductible amounts in the future based
on enacted tax laws and rates applicable to the periods in
which the differences are expected to affect taxable income.

2. DISPOSITION
On August 28, 1993, the company completed the sale of its
dairy and ice cream operations. The sale price of
$14,976,500 consisted of cash of $9,649,600 and liabilities
assumed by the purchaser of $5,326,900. The sale resulted in
a pretax gain of $3,254,100 which is included in other
revenues in the 1993 Statement of Consolidated Earnings.

3. PATRONAGE DIVIDENDS
The company's By-Laws require that for each of the last
three fiscal years, to the extent permitted by the Internal
Revenue Code, patronage dividends are to be paid out of
earnings from business done with stockholder-customers in an
amount which will reduce the net earnings of the company to
an amount which will result in a 10% increase in the book
value of its common stock. The dividends are payable at
least 20% in cash and the remainder in Class B common stock.
Dividends for the years ended December 30, 1995 and January
1, 1994 were payable 30% in cash. There were no patronage
dividends for the year ended December 31, 1994 because the
company did not meet the requirement to increase the book
value of its common stock by 10%.


4. NOTES RECEIVABLE
The company extends long-term credit to certain independent
retailers it serves to be used primarily for store expansion
or improvements. Loans to independent retailers are
primarily collateralized by the retailer's inventory and
equipment. Interest rates are generally in excess of the
prime rate and terms of the notes are up to 15 years.
Included in current notes and accounts receivable are
amounts due within one year totalling $9,305,500 and
$7,569,700 at December 30, 1995 and December 31, 1994,
respectively. Long-term notes receivable at December 30,
1995 and December 31, 1994  are net of an allowance for
losses of $4,641,000 and $916,000, respectively.
<PAGE>
5. LONG-TERM DEBT
Long-term debt, exclusive of current maturities, consists of
the following at the respective year-ends:

                                        1995           1994 
                                     ------------   ------------
Senior unsecured notes payable:   
   10.31%, prepaid in 1995                          $  6,000,000  
   9.26%, due 1997 to 2001           $ 12,500,000     15,000,000  
   7.57% to 8.26%, due 1997 to 2008    20,900,000     21,600,000
   6.94%, due 1997 to 2003             45,000,000     45,000,000  
   Other long-term debt                   450,200        626,700  
                                     ------------   ------------
   Total                             $ 78,850,200   $ 88,226,700 
                                     ============   ============

At December 30, 1995, $69,600,000 was available to the
company under its revolving credit agreements. The loan
agreements include, among other provisions, minimum working
capital and net worth requirements and limit stock
repurchases and total debt outstanding.

In December 1993, the company completed a private placement 
of $45,000,000 of 6.94% Senior Unsecured Notes. Proceeds 
were used to prepay $25,000,000 of 11.26% outstanding 
Senior Unsecured Notes and to reduce notes payable under 
revolving credit agreements.  Proceeds used to prepay the 
11.26% Senior Unsecured Notes were placed in an 
irrevocable trust and, as a result, this debt was 
considered to be defeased. The extraordinary loss on the 
early extinguishment of the 11.26% Senior Unsecured
Notes totalled $1,262,000, before applicable income tax
benefit of $511,000.

Repayment of principal on long-term debt outstanding 
is as follows:

1996                               $  3,776,500
1997                                 10,235,600
1998                                 10,156,800
1999                                 10,159,700
2000                                 21,163,000
Thereafter                           27,135,100

6. FAIR VALUE OF FINANCIAL INSTRUMENTS
The company's financial instruments, as defined in 
Statement of Financial Accounting Standards No. 107, 
"Disclosures About Fair Value of Financial
Instruments," consist primarily of accounts and notes
receivable, accounts payable and long-term debt. The
carrying amounts for accounts and notes receivable and
accounts payable approximate their fair values. Based on the
borrowing rates currently available to the company for long-
term debt with similar terms and maturities, the fair value
of long-term debt, including current maturities, was
approximately $81,500,000 and $91,240,000 as of December 30,
1995 and December 31, 1994, respectively.

<PAGE>
Notes to Consolidated Financial Statements Continued

7. COMMON STOCK
The authorized capital stock of the company is 60,000 shares
of Class A common stock and 2,400,000 shares of Class B
common stock with a par value of $1.25 a share. Inactive
customers are required to exchange Class A voting stock held
for Class B non-voting stock.

The issuance and redemption of common stock is based on the
book value thereof as of the preceding year-end. The year-
end book value was $85.15, $77.40 and $71.65 for 1995, 1994
and 1993, respectively. The company is obligated, upon
request, to repurchase common stock held by inactive
customers or employees. The amount available for such
repurchases in any year is subject to limitations under
certain loan agreements.

Class B common stock which is subject to redemption is
reflected outside of stockholders' equity. The December 31,
1994 consolidated balance sheet and statements of
consolidated stockholders' equity have been reclassified in
order to be comparable. Redeemable common stock is held by
inactive customers and former employees. As of December 30,
1995 and December 31, 1994, 95,502 and 71,571 shares,
respectively, were subject to redemption. The Class B common
stock subject to redemption is payable over a five year
period based upon the book value at the preceding fiscal
year end. The company expects to repurchase shares of
36,663,  21,776,  15,764,  11,591 and 9,708 in 1996, 1997,
1998, 1999 and 2000, respectively.

Effective November 1991, the Board of Directors adopted the
1991 Stock Incentive Plan (the "Plan") under which up to
75,000 shares of Class B common stock may be issued pursuant
to the exercise of stock options. The Plan also authorizes
the grant of up to 25,000 stock appreciation rights
("SARs"). Options and SARs may be granted to senior
executives and key employees of the company by the Executive
Compensation Committee of the Board of Directors. No options
or SARs may be granted under the Plan after November 30,
2001.
<PAGE>
Option and SAR transactions are as follows:

                                    Options        SARs     Price
                                    -------      -------  -------------
Outstanding, January 2, 1993         45,000       15,000  $53.10-$58.75 
        Granted                      15,000        5,000          65.10 
        Exercised                   (15,333)                53.10-65.10
        Cancelled                    (1,500)      (1,500)   53.10-58.75 
                                    -------      -------  -------------
     Outstanding, January 1, 1994    43,167       18,500    53.10-65.10
        Exercised                    (3,667)                58.75-65.10
                                    -------      -------  -------------
     Outstanding, December 31, 1994  39,500       18,500    53.10-65.10 
        Granted                       9,500        4,500          77.40
        Exercised                    (3,400)      (1,550)   53.10-65.10 
        Cancelled                    (2,000)      (2,350)   53.10-65.10  
                                    -------      -------  -------------
     Outstanding, December 30, 1995  43,600       19,100  $53.10-$77.40
                                    =======      =======  =============
     Available for grant 
       after December 30, 1995        9,000        4,350  
                                    =======      =======  

Options granted become exercisable based on the vesting rate
which ranges from 20% at the date of grant to 100% eight
years from the date of grant. As of December 30, 1995,
options were exercisable for 31,916 shares at $53.10-$77.40
per share.

SAR holders are entitled, upon exercise of a SAR, to receive
cash in an amount equal to the excess of the book value per
share of the company's common stock as of the last day of
the company's fiscal year immediately preceding the date the
SAR is exercised over the base price of the SAR. SARs
granted become exercisable based on the vesting rate which
ranges from 20% on the last day of the fiscal year of the
grant to 100% eight years from the last day of the fiscal
year of the grant. Compensation expense was not material in
1995, 1994 and 1993. As of December 30, 1995,  9,247 SARs
were exercisable at $53.10-$77.40 per SAR.

In the event of a change in control of the company, all
options and SARs previously granted and not exercised,
become exercisable.


8. EMPLOYEE BENEFIT PLANS
Substantially all non-union employees of the company and
employees of its subsidiaries are covered by defined benefit
pension plans. Benefits are based on either years of service
and the employee's highest compensation during five of the
most recent ten years of employment or on stated amounts for
each year of service. The company intends to annually
contribute only the minimum contributions required by
applicable regulations.
<PAGE>
The following sets forth the funded status of the plans at
December 30, 1995 and December 31, 1994:

                                1995                         1994
                     --------------------------- ----------------------------
                     Assets Exceed  Accumulated  Assets Exceed  Accumulated
                      Accumulated    Benefits     Accumulated    Benefits
                       Benefits    Exceed Assets   Benefits     Exceed Assets
                     ------------ ------------- -------------- --------------

Acturial present value of:
Vested benefit 
  obligation         $23,977,700   $ 3,473,300   $18,742,100   $  2,816,400
                     ===========   ===========   ===========   ============
Accumulated benefit 
  obligation         $26,054,300   $ 3,592.200   $20,704,000      2,994,100
                     ===========   ===========   ===========   ============
Projected benefit 
   obligation        $30,750,300   $ 3,592,200   $24,009,500      2,994,100
Plan assets (primarily 
  listed stocks and bonds)    
  at market value     26,928,100     2,465,900    24,006,500      2,119,400
                     -----------   -----------   -----------   ------------
Projected benefit 
   obligation in 
   excess of plan 
   assets             (3,822,200)   (1,126,300)       (3,000)      (874,700)
Unrecognized net 
   (gain) loss         1,419,500       478,600      (945,200)       189,700
Prior service cost                                               
   not yet recognized 
   in net periodic
   pension cost          359,800        63,400       395,700         68,200
Unrecognized net 
   asset              (1,069,500)                 (1,243,500)      
Adjustment required to 
  recognize minimum 
  liability                           (542,000)                    (257,900)
                     -----------   -----------   -----------   ------------
Accrued pension cost $(3,112,400)  $(1,126,300)  $(1,796,000)  $   (874,700) 
                     ===========   ===========   ===========   ============

The assumptions used in the accounting were as follows:

                                             1995     1994     1993
                                             -----    -----    -----
Discount rate                                7.75%    8.25%    7.50%
Rate of increase in compensation levels      4.00%    4.00%    4.00%
Expected long-term rate of return of assets  9.00%    9.00%    9.00%
  
The changes in actuarial assumptions in 1995 resulted in a
$4,500,000 increase in the projected benefit obligation in
1995, and are expected to result in an increase in the 1996
pension expense of approximately $370,000. In accordance
with Statement of Financial Accounting Standards No. 87,
"Employers' Accounting for Pensions," the company has
recorded a minimum liability of which $283,600 and $112,700,
net of income taxes, is reflected as a reduction of
stockholders' equity in 1995 and 1994, respectively.
<PAGE>
Net pension cost for the foregoing defined benefit plans
includes the following components:


                                1995          1994         1993
                             -----------  -----------  ------------
Service cost-benefits 
   earned during the year    $ 1,652,800  $ 1,756,800   $ 1,314,800 
Interest on projected 
   benefit obligation          2,191,100    2,020,600     1,881,000  
Actual (return) loss 
   on plan assets             (4,424,500)   1,013,200    (2,251,200)
Net amortization and deferral  1,989,200   (3,625,300)     (247,500) 
                             -----------  -----------  ------------
Net pension cost             $ 1,408,600  $ 1,165,300   $   697,100
                             ===========  ===========  ============

The company and its subsidiaries also participate in various
multi-employer plans which provide defined benefits to
employees under collective bargaining agreements. Amounts
charged to pension expense for such plans were $3,611,600,
$3,705,300 and $3,437,500 in 1995, 1994 and 1993,
respectively.   Also, the company has a defined contribution
plan covering substantially all salaried and hourly
employees not covered by a collective bargaining agreement.
Total expense for the plan amounted to $541,500, $507,500
and $513,700 in 1995, 1994 and 1993, respectively.

Effective January 3, 1993, the company adopted the
provisions of the Statement of Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," which covers health care and
other welfare benefits provided to retirees and Statement of
Financial Accounting Standards No. 112, "Employers'
Accounting for Postemployment Benefits" issued by the
Financial Accounting Standards Board. The adoption of these
statements, using the immediate recognition basis, did not
have an effect on the accompanying consolidated financial
statements.
<PAGE>
Notes to Consolidated Financial Statements Continued

9. INCOME TAXES
Federal income tax at the statutory rates of 35% in 1995,
1994 and 1993 and and income tax expense as reported, are
reconciled as follows:


                                  1995         1994       1993
                               ----------   ----------   ----------
Federal income tax 
   at statutory rates          $5,292,700   $3,869,300   $5,163,300
State income taxes, 
   net of federal tax benefits    765,300      720,000    1,131,100
Jobs and other tax credits       (105,700)    (448,700)    (485,500)
Other-net                         147,600      360,500      164,800  
                               ----------   ----------   ----------
Income tax expense             $6,099,900   $4,501,100   $5,973,700 
                               ==========   ==========   ==========

The approximate tax effects of temporary differences at
December 30, 1995 and December 31, 1994 are as follows:
<TABLE>
<CAPTION>


                                     1995                            1994
                    ---------------------------------------  --------------------------------------
                        Assets    Liabilities     Total       Assets     Liabilities       Total
                    ---------------------------------------  --------------------------------------
<S>                 <C>           <C>           <C>          <C>         <C>            <C>
Allowance for 
  doubtful accounts $  1,603,000                $ 1,603,000  $ 2,613,000                $ 2,613,000
Inventories                       $  (975,200)     (975,200)              $  (817,200)     (817,200)
Employee benefits      4,825,000                  4,825,000    2,580,000                  2,580,000 
Accrued expenses       
  not currently 
  deductible           3,044,000                  3,044,000    1,316,000                  1,316,000 
                    ------------  -----------   -----------  -----------  -----------   -----------
Current                9,472,000     (975,200)    8,496,800    6,509,000     (817,200)    5,691,800
                    ------------  -----------   -----------  -----------  -----------   -----------
Allowance for 
  doubtful accounts    1,876,000                  1,876,000      359,000                    359,000
Depreciation 
  and amortization                 (3,739,000)   (3,739,000)               (2,865,000)   (2,865,000)
Employee benefits      3,485,000                  3,485,000    2,883,000                  2,883,000 
Accrued expenses 
  not currently                                                                           
  deductible           1,068,000                  1,068,000    2,676,000                  2,676,000
Other                     16,000                     16,000        7,000                      7,000
                    ------------  -----------   -----------  -----------  -----------   -----------
Noncurrent             6,445,000   (3,739,000)    2,706,000    5,925,000   (2,865,000)    3,060,000
                    ------------  -----------   -----------  -----------  -----------   -----------
Total                $15,917,000  $(4,714,200)  $11,202,800  $12,434,000  $(3,682,200)  $ 8,751,800     
                    ============  ===========   ===========  ===========  ===========   ===========
</TABLE>
<PAGE>
10. LEASE OBLIGATIONS AND CONTINGENT LIABILITIES

Rental payments and related subleasing rentals under
operating leases are as follows:
                                        RENTAL PAYMENTS  
                                   -------------------------  SUBLEASING
                                     MINIMUM      CONTINGENT    RENTALS
                                   -----------    ----------  -----------
     1993                          $36,675,800      $398,800  $18,985,200 
     1994                           36,268,800       448,300   22,329,500 
     1995                           35,264,400       422,900   22,045,500 


Contingent rentals may be paid under certain store leases on
the basis of the store's sales in excess of stipulated
amounts.

Future minimum rental payments under long-term leases are as
follows at December 30, 1995:
                                              OPERATING
                                                LEASES 
                                            ------------

1996                                        $ 33,359,100    
1997                                          29,139,700 
1998                                          27,747,200       
1999                                          26,658,300    
2000                                          25,569,600  
Thereafter                                   218,819,900 
                                            ------------
Total                                       $361,293,800
                                            ============

Total minimum rentals to be received in the future under non-
cancelable subleases as of December 30, 1995 are
$282,292,000.

The company has guaranteed customer bank loans and customer
leases amounting to $1,908,000 and $1,288,400, respectively,
at December 30, 1995.

11. EARNINGS PER SHARE
Earnings per share are not presented because they are not
deemed meaningful. See Notes 3 and 7 relating to patronage
dividends and common stock repurchase requirements.
<PAGE>
Board of Directors
------------------
Gerald F. Lestina
PRESIDENT & CEO

Robert D. Ranus
VICE PRESIDENT &
CHIEF FINANCIAL OFFICER

Charles R. Bonson
BONSON'S FOODS, INC.
EAGLE RIVER, WI

Lloyd E. Coppersmith
RON & LLOYD'S
NEW LONDON, WI

Gary N. Gundlach
PICK 'N SAVE - STOUGHTON
STOUGHTON, WI

Patrick D. McAdams
MCADAMS, INC.
OCONOMOWOC, WI

Robert E. Bartels
MARTIN'S SUPER MARKETS, INC.
SOUTH BEND, IN

George C. Kaiser
MILWAUKEE, WI

Henry Karbiner, Jr.
TRI CITY BANKSHARES CORPORATION
OAK CREEK, WI

Brenton H. Rupple
MILWAUKEE, WI

<PAGE>
Elected Corporate Officers
--------------------------
Gerald F. Lestina
PRESIDENT & CEO

Ralph D. Beketic
VICE PRESIDENT - 
WISCONSIN REGION

David C. Busch
VICE PRESIDENT 
OF ADMINISTRATION

Edward G. Kitz
VICE PRESIDENT, SECRETARY 
& TREASURER

Charles H. Kosmaler, Jr.
VICE PRESIDENT OF 
LOGISTICS AND PLANNING

Thomas A. Loggia
VICE PRESIDENT - 
WHOLESALE

Robert D. Ranus
VICE PRESIDENT & 
CHIEF FINANCIAL OFFICER

Michael J. Schmitt
VICE PRESIDENT - SALES 
AND DEVELOPMENT

Marion H. Sullivan
VICE PRESIDENT OF 
MARKETING
<PAGE>
Advisory Committee
------------------
Tom McAdams
PICK 'N SAVE - MUKWONAGO
1010 ROCHESTER STREET
MUKWONAGO, WI 53149

George Prescott
PRESCOTT'S SUPERMARKETS, INC.
1719 SOUTH MAIN STREET
WEST BEND, WI 53095

Dave Ruehlman
THE GRAND FOOD CENTER
606 GREEN BAY RD.
WINNETKA, IL 60093

Frank Serio
PICK 'N SAVE - CUDAHY
5851 SOUTH PACKARD AVENUE
CUDAHY, WI 53110

Dave Spiegelhoff
PICK 'N SAVE - BURLINGTON
1120 MILWAUKEE AVE.
BURLINGTON, WI 53105

Mark Stinebrink
PICK 'N SAVE - LAKE GENEVA
100 EAST GENEVA SQUARE
LAKE GENEVA, WI 53147

John Stone
PICK 'N SAVE - BARABOO
615 HIGHWAY 136
WEST BARABOO, WI 53913

Scott Sylla
ULTRA MART, INC.
W173 N9170 ST. FRANCIS DRIVE
MENOMONEE FALLS, WI 53051

Rick Walker
PICK 'N SAVE - EAU CLAIRE
2717 BIRCH STREET
P.O. BOX 1508
EAU CLAIRE, WI 54703
<PAGE>
Trustees
--------
Gerald F. Lestina
PRESIDENT & CEO

Edward G. Kitz
ViCE PRESIDENT, SECRETARY 
& TREASURER

Robert S. Gold
B. & H. GOLD CORPORATION
BROWN DEER, WI

Duane G. Tate
PICK 'N SAVE - FRANKLIN
FRANKLIN, WI

David A. Ulrich
MEGA MARTS, INC.
OAK CREEK, WI

Gary R. Sarner
President & COO
CHRISTIANA COMPANIES, Inc.
MILWAUKEE, WI

Robert R. Spitzer
PRESIDENT EMERITUS
MILWAUKEE SCHOOL OF 
ENGINEERING
MILWAUKEE, WI
<PAGE>
Divisional Map
     1.   Corporate Office - Roundy's, Inc.
          23000 ROUNDY DRIVE, PEWAUKEE, WI 53072
     2.   Milwaukee Division
          11300 W. BURLEIGH STREET, WAUWATOSA, WI 53222
     3.   Roundy's General Merchandise Division
          400 WALTER ROAD, MAZOMANIE, WI 53560
     4.   Eldorado Division
          ROUTE 45 SOUTH, ELDORADO, IL 62930
     5.   Evansville Perishable Division
          4501 PETERS ROAD, EVANSVILLE, IN 47711
     6.   The Midland Grocery Company
          6500 SOUTH U.S. 421, WESTVILLE, IN 46391
     7.   South Bend Perishable Division
          2107 WESTERN AVENUE, SOUTH BEND, IN 46619
     8.   Midland Grocery of Michigan, Inc.
          1764 CRESTON STREET, MUSKEGON, MI 49443
     9.   Spring Lake Merchandise, Inc.
          1200 N. WASHINGTON, VAN WERT, OH 45891
     10.  Lima Division
          1100 PROSPERITY ROAD, LIMA, OH 45802
     11.  Cardinal Foods, Inc.
          4700 FISHER ROAD, COLUMBUS, OH 43228


<PAGE>
ROUNDY'S, INC.
23000 ROUNDY DRIVE
PEWAUKEE, WISCONSIN 53072
(414) 547-7999
<PAGE>