UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                          FORM 10-K
                              


(Mark One)
(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the fiscal year ended January 3, 1998
                          ---------------

                             OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____________ to_______________
Commission file number:  33-57505
                         --------

                           Roundy's, Inc.
                           --------------
          (Exact name of registrant as specified in its charter)

       Wisconsin                                39-0854535
       ---------                                ----------
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)

     23000 Roundy Drive
     Pewaukee, Wisconsin                          53072
    -----------------------------------      ---------------------
(Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code:  (414) 547-7999

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes  X   No
    ---     ---

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  [X]

As of March 30, 1998, 12,400 shares of Class A (voting) Common Stock and
1,159,144 shares of Class B (non-voting) Common Stock were outstanding.
All of the outstanding shares of Class A Common Stock on March 30, 1998
were held of record by the Roundy's, Inc. Voting Trust which may be
deemed an affiliate of the registrant.  There is no established public
trading market for either class of such stock.

             DOCUMENTS INCORPORATED BY REFERENCE

          Documents                               Form 10-K Reference
          ----------                              -------------------
          Annual Report to Stockholders           Part II, Items 6, 7, 8
          for the year ended January 3, 1998

                           PART I

The discussions in this Annual Report on Form 10-K and in the Company's
1997 Annual Report to stockholders incorporated herein by reference
contain forward-looking statements within the meaning of Section 27A of the
Securities Exchange Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended.  All
statements other than statements of historical facts
included herein or therein are forward-looking statements.
In particular, without limitation, terms  such as
"anticipate," "believe," "estimate," "expect," "indicate,"
"may be," "objective," "plan," "predict," "should," and
"will" are intended to identify forward-looking statements.
Forward-looking statements are subject to certain risks,
uncertainties and assumptions which could cause actual
results to differ materially from those predicted.
Important factors that could cause actual results to differ
materially from such expectations ("Cautionary Factors") are
disclosed herein (see "Cautionary Factors" at the end of
Item 1, below).  Although the Company believes that the
expectations reflected in such forward-looking statements
are reasonable, it can give no assurance that such
expectations will prove to have been correct.  All
subsequent written or oral forward-looking statements
attributable to the Company or persons acting on behalf of
the Company are expressly qualified in their entirety by the
Cautionary Factors.

ITEM 1.   Business.
          ---------

                           GENERAL
                           --------

Roundy's, Inc. and its subsidiaries (collectively the
"Company") are engaged principally in the wholesale
distribution of food and nonfood products to supermarkets
and warehouse food stores located in Wisconsin, Illinois,
Michigan, Indiana, Ohio, Kentucky, Missouri, Arkansas,
Pennsylvania, Tennessee and West Virginia.  The Company also
owns and operates 13 retail warehouse food stores under the
name "Pick 'n Save" or "Park & Save," one limited assortment
food store under the name "Mor For Less" and 7 conventional
food stores under the names "Ron & Lloyd's", "Park & Shop",
"Price Less" or "Buy Low Foods."  The Company offers its
retail customers a complete line of nationally-known name brand
merchandise, as well as a number of its own private and controlled labels.
The Company services 842 retail grocery stores.

In addition to the distribution and sale of food and nonfood
products, the Company provides specialized support services
for retail grocers, including promotional merchandising and
advertising programs, accounting and inventory control,
store development and financing and assistance with other
aspects of store management.  The Company maintains a staff
of trained retail counselors who advise and assist
individual owners and managers with store operations.
Roundy's, Inc. was incorporated in 1952 under the Wisconsin
Business Corporation Law.  The Company's executive offices
are located at 23000 Roundy Drive, Pewaukee, Wisconsin
53072, and its telephone number is (414) 547-7999.  Unless
the context indicates otherwise, as used herein, the term
"Company" refers to Roundy's, Inc. and its subsidiaries and
the term "Roundy's" refers to Roundy's, Inc. without its
subsidiaries.  Roundy's operates on a 52 or 53 week fiscal
year ending on the Saturday closest to January 1.  In this
report, unless the context indicates otherwise, the terms
"1997" and "fiscal 1997" refer to the 53-week fiscal year
ended January 3, 1998; the terms "1996" and "fiscal 1996"
refer to the 52-week fiscal year ended December 28, 1996;
and the terms "1995" and "fiscal 1995" refer to the 52-week
fiscal year ended December 30, 1995.

                 OPERATION AS A COOPERATIVE
                 --------------------------

Roundy's has historically operated its food wholesale
business on a cooperative basis, and therefore determined
its Federal income tax liabilities under Subchapter T of the
Internal Revenue Code, which governs the taxation of
corporations operating on a cooperative basis.
Substantially all of Roundy's outstanding Class A (Voting)
Common Stock is owned by the owners ("stockholder-
customers") of 126 retail grocery stores serviced by
Roundy's.  These stockholder-customers, who own
approximately 71% of the combined total of Class A Common
and Class B Common, may receive patronage dividends from
Roundy's based on the sales of Roundy's to such stockholder-
customers.  Roundy's is obligated by Article 5 of its By-
Laws, as amended, to pay a patronage dividend to its
stockholders-customers out of and based upon the net
earnings from business done by Roundy's with such
stockholder-customers in any fiscal year in an amount which
would reduce the net income of the Company to such amount as
will result in an increase of 10% in the book value of
outstanding Roundy's stock as of the close of such fiscal
year (calculated after the payment of patronage dividends).
In February 1998, the Board of Directors adopted a
resolution amending the By-Laws to change the required
increase in net book value per share from 10% to 8%,
beginning in fiscal 1998.  The patronage dividend is payable
at least 20% in cash and the remainder in Class B Common.
Patronage dividends for fiscal 1997, 1996 and 1995 were
payable 30% in cash and 70% in Class B Common.  Under
Subchapter T of the Internal Revenue Code, patronage
dividends are deducted by Roundy's in  determining taxable
income, and are generally taxable to the stockholder-
customers (including the value of the Class B Common), for
Federal income tax purposes.

Roundy's anticipates that in the future it will continue to
operate on a cooperative basis in substantially this manner,
although it is not required to do so and its operation on
this basis, as well as its practice of paying patronage dividends,
could be terminated at any time by action of the Board of Directors.

The applicable laws, regulations, rulings and judicial
decisions affecting the determination of whether a
corporation is operating on a cooperative basis for Federal
income tax purposes under Subchapter T of the Internal
Revenue Code are subject to interpretation.  Although
management believes that Roundy's qualifies as a cooperative
for such purposes, Roundy's has not obtained, and does not
intend to seek a ruling or other assurance from the IRS that
this is the case.  If the Internal Revenue Service were to
challenge the cooperative status of Roundy's, and if
Roundy's were to be unsuccessful in defending such status,
Roundy's might incur a Federal income tax liability with
respect to patronage dividends previously paid to
stockholder-customers during the tax years in question and
reflected as tax deductions by Roundy's.  Roundy's
thereafter might incur significantly increased consolidated
Federal income tax liabilities in future tax years.

The subsidiaries of Roundy's do not operate as cooperatives.
The customers serviced by these subsidiaries are independent
grocers, operating 716 retail stores.  They do not receive
patronage dividends.  In addition, approximately 29% of the
outstanding combined Class A Common and Class B Common Stock
is held by employees or former customers of Roundy's and,
although they participate in the accumulation of equity in
the Company, they do not receive patronage dividends and do
not own any Class A Common.

                 WHOLESALE FOOD DISTRIBUTION
                 ---------------------------

The Company distributes a broad range of food and nonfood
products to its customers and to corporate-owned retail
stores.  The Company has seven product lines:  dry grocery,
frozen food, fresh produce, meat, dairy products, bakery
goods and nonfood products.  The Company has no long-term
purchase commitments and management believes that the
Company is not dependent upon any single source of supply.
No source of supply accounted for more than 8% of the
Company's purchases in fiscal 1997.

The Company sells brand name merchandise of unrelated
manufacturers, including most nationally advertised brands.
In addition, the Company sells numerous products under
private and controlled labels, including but not limited to
"Roundy's," "Old Time," "Shurfine" and "Buyers' Choice."
Private label product sales for the Company accounted for
$179,032,000, $175,459,000 and $166,045,000 of the Company's
sales during fiscal 1997, 1996 and 1995, respectively.

As described above, Roundy's, exclusive of its subsidiaries,
has historically operated on a cooperative basis with
respect to its wholesale food distribution business.
Roundy's cooperative operations accounted for approximately
37% of the Company's consolidated net sales and service fees
for each of fiscal 1997, 1996 and 1995.  At January 3, 1998,
Roundy's had 68 stockholder-customers actively engaged in
the retail grocery business, operating a total of 126 retail
grocery stores.  Roundy's cooperative wholesale food
business is focused primarily in Wisconsin, where all but 4
of the 126 retail grocery stores are located (4 are in
Illinois).  At January 3, 1998 the Company (including its
subsidiaries) had 716 independent retail food store
customers.  Sales by the Company to the independent retail
food stores accounted for 52%, 52% and 54% of the Company's
consolidated net sales and service fees for fiscal 1997,
1996 and 1995, respectively.

The Company's primary marketing objective is to be the
principal source of supply to both its stockholder-customers
and other independent retailers.  In an 11 state area the
Company serviced 126 retail grocery stores operated by its
stockholder-customers, 716 retail stores operated by non-
stockholders and 21, Company-owned and operated retail
stores during fiscal 1997.  Of the Company's consolidated net sales
and service fees for this period, $640,614,200 or 24.5% were
attributable to five customers, with one customer accounting
for $271,689,800 or 10.4% of such sales.  Approximately 79%
or 683 retail stores purchased less than $3,000,000 each
from the Company in fiscal 1997.  113 customers owned more
than one retail food store, with one customer owning 16
retail food stores.

Services to Customers
---------------------

Stockholder-customers are provided, and independent
retailers are offered, a variety of services to help them
maintain a competitive position within the retail grocery
industry.  These services include pricing services, ordering
assistance, point-of-sale host-computer support, detailed
reports of purchases, store engineering, retail accounting,
group advertising, centralized bakery purchasing,
merchandising, insurance, real estate services and retail
training.  The Company charges its stockholder-customers for
some of these services, however, the income generated by
such charges is not material.  The foregoing services are
also available to the Company's independent retailers on a
fee basis.

Customer Loans, Guarantees and Leases
-------------------------------------

The Company has maintained a continuous effort to assist
qualified stockholder-customers and independent retailers to
remodel and expand existing retail locations and to develop
new retail outlets, and has made various loans to these
individuals and entities for such purposes.

Loans outstanding as of January 3, 1998 are as follows:

                                    Outstanding
                 Number              Balance     Range of   Range of
                   of    Original     as of      Interest   Maturity
                 Loans    Amount    Jan. 3,1998  Rates      Dates
                 -----   --------   -----------  -------    ---------
Inventory,
Equipment
Loans          124      $34,772,600 $24,427,000 Variable(1) 1998-2011
________________

     (1)  Variable rates based on the Company's cost of borrowing.

The Company has guaranteed customer bank loans and customer
leases amounting to $480,000 and $756,900, respectively at
January 3, 1998.

The Company has a lease program under which it may in its
discretion lease store sites and equipment for sublease to
qualified customers.  This enables customers to compete with
large grocery store chains for store sites at favorable
rates.  The Company presently has such real estate and
equipment leases with lease terms from 1998 to 2018.
Aggregate lease rentals received under this program were
$21,249,900, $21,628,300 and $22,045,500 in fiscal 1997,
1996 and 1995, respectively.


Marketing and Distribution of Products
--------------------------------------

The Company generally distributes its various product lines
by a fleet of 320 tractor cabs and 650 trailers and some
products are shipped direct from manufacturers to customer
locations.  Most customers order for their stores on a
weekly basis and receive deliveries from one to five days a
week.  Orders are generally transmitted directly to a
warehouse computer center for prompt assembly and dispatch
of shipments.

The Company has retail counselors and merchandising
specialists who serve its customers in a variety of ways,
including the analysis of and recommendation on store
facilities and equipment; development of programs and
objectives for establishing efficient methods and procedures
for receipt, handling, processing, checkout and other
operations; informing customers on latest industry trends;
assisting and dealing with training needs of customers; and,
if the need arises, acting as liaison or problem solver
between the Company and the customers.  The retail
counselors and specialists are assigned a specific
geographic area and periodically visit each customer within
their assigned area.

Terms of Sales and Bad Debt Experience
---------------------------------------

The Company renders statements to its customers on a weekly
basis to coincide with regular delivery schedules.  Roundy's
accounts of single store owners are considered delinquent if
not paid on the statement date.  Accounts of multiple store
owners are considered delinquent if not paid within three
days of the statement date.  Accounts of Roundy's
subsidiaries are considered delinquent if not paid within
seven days of the statement date.  The majority of accounts
are collected via the Automated Clearing House ("ACH")
system.  Delinquent accounts are charged interest at the
rate of prime plus 5%, computed on a daily basis.  During
each of the past three fiscal years, the Company's bad debt
expense has been less than .24% of sales.  In 1997, 1996 and
1995, the Company's bad debt expense was $2,389,100,
$5,302,600 and $5,871,500, respectively.

Roundy's stockholder-customers are required to maintain
buying deposits with Roundy's equal to the greater of the
average amount of a stockholder-customer's purchases over a
two-week period or $20,000.  The book value of Class A and
Class B Common Stock of Roundy's owned by a stockholder-
customer is credited against the buying deposit requirement,
and Roundy's has a lien against all such stock to secure any
indebtedness to Roundy's.

                     RETAIL FOOD STORES
                     ------------------

The Company operates three types of corporate stores (high
volume-limited service retail "warehouse" stores, high value-
limited assortment retail stores and conventional retail
stores).  The high volume-limited service warehouse stores
are designated as "Pick 'n Save" or "Park & Save" which
generally offer, at discount prices, complete food and
general merchandise lines to the customer, emphasizing
higher demand items, with stores ranging from 33,000 to
73,000 square feet per store.  The high value, limited
assortment retail store, designated as "Mor For Less," is
24,000 square feet and emphasizes low cost, high value lines
to the customer.  Conventional retail stores operated under
the names "Ron & Lloyd's," "Park & Shop," "Price Less" or
"Buy Low Foods", generally emphasize full service to the
customer at competitive prices.  These stores range from
9,000 to 42,000 square feet.  The number of stores operated
by the Company at the end of its three most recent fiscal
years was as follows:

     Type of Store                1997           1996          1995
     --------------               ----           ----          ----
High Value-Limited Assort-
ment and High Volume-Limited
Service Stores (Warehouse
food stores).....................  14              16            15
Conventional Retail Stores.......   7              11             7

Sales of Company-operated stores during the three most
recent fiscal years were $291,613,000, $275,761,000 and
$226,513,000 for fiscal 1997, 1996 and 1995, respectively.
The additional volume of wholesale sales generated by the
retail stores owned and operated by the Company helps to
reduce the overhead of the business and increases the
Company's return to its stockholders.

                          EMPLOYEES
                          ---------

At January 3, 1998, the Company had employed full-time 1,128
executive, administrative and clerical employees, 1,267
warehouse and processing employees and drivers and 768
retail employees and had employed 1,908 part-time employees.
Substantially all of the Company's warehouse employees,
drivers and retail employees are represented by unions, with
contracts expiring in 1998 through 2001.  The Company
considers its employee relations to be normal.  There have
been no significant work stoppages during the last five
years.  Substantially all full-time employees are covered by
group life, accident, and health and disability insurance.

                         COMPETITION
                         -----------

The grocery industry, including the wholesale food
distribution business, is characterized by intense
competition and low profit margins.  The shifting of market
share among competitors is typical of the wholesale food
business as competitors attempt to increase sales in any
given market.  In order to compete effectively, the Company
must have the ability to meet rapidly fluctuating
competitive market prices, provide a wide range of
perishable and nonperishable products, make prompt and
efficient delivery, and provide the related services which
are required by modern supermarket operations.

The Company competes with a number of local and regional
grocery wholesalers and with a number of major businesses
which market their products directly to retailers, including
companies having greater assets and larger sales volume than
the Company.  The Company's
customers and the Company's corporate stores also compete at
the retail level with several chain store organizations
which have integrated wholesale and retail operations.  The
Company's competitors range from small local businesses to
large national and international businesses.  The Company's
success is in large part dependent upon the ability of its
independent retail customers to compete with larger grocery
store chains.

In the Milwaukee area, the "Pick 'n Save" group, which
consists of both independently-owned and Company-owned
stores, continues to be the market share leader with 49% of
households in the Milwaukee metropolitan statistical area
purchasing "most of their groceries" from "Pick 'n Save" as
reported in the Milwaukee Journal Consumer Analysis Survey
taken in the Fall of 1997.

In competing for customers, emphasis is placed on high
quality and a wide assortment of product, low service fees
and reliability of scheduled deliveries.  The Company
believes that the range and quality of other business
services provided to retail store customers by the
wholesaler are increasingly important factors, and that
success in the wholesale food industry is dependent upon the
success of the Company's customers who are also engaged in
an intensely competitive, low profit margin industry.

                     CAUTIONARY FACTORS
                     ------------------

This report and other documents or oral statements which
have been and will be prepared or made in the future contain
or may contain forward-looking statements by or on behalf of
the Company.  Such statements are based on management's
expectations at the time they are made.  In addition to the
assumptions and other factors referred to specifically in
connection with such statements, the following factors,
among others, could cause actual results to differ
materially from those contemplated.  These factors are in
addition to any other cautionary statements, written or
oral, which may be made or referred to in connection with
any such forward-looking statement.

Factors that could cause actual results to differ materially
from those contemplated include:

Wholesale Business Risks - The Company's sales and earnings
at wholesale are dependent on the Company's ability to
retain existing customers and attract new customers, as well
as its ability to control costs.  Certain factors could
adversely impact the Company's results, including:  decline
of its independent retailer customer base due to competition
and other factors; loss of corporate retail sales due to
increased
competition and other risks detailed more fully below;
consolidations of retailers or competitors; increased self-
distribution by chain retailers; increase in operating
costs; the possibility that the Company will incur
additional costs and expenses due to further rationalization
or consolidation of distribution centers; entry of new or
non-traditional distribution systems into the industry.

Retail Business Risks - The Company's retail segment faces
risks which may prevent the Company from maintaining or
increasing retail sales and earnings including:  competition
from other retail chains, supercenters, non-traditional
competitors, and emerging alternative formats; operating
risks of certain strategically important retail operations;
and adverse impact from the entry of other retail chains,
supercenters and non-traditional or emerging competitors
into markets where the Company has a retail concentration.

Litigation - While the Company believes that it is currently
not subject to any material litigation, the costs and other
effects of legal and administrative cases and proceedings
and settlements are impossible to predict with certainty.
The current environment for litigation  involving food
wholesalers may increase the risk of litigation being
commenced against the Company.  The Company would incur the
costs of defending any such litigation whether or not any
claim had merit.

THE FOREGOING SHOULD NOT BE CONSTRUED AS EXHAUSTIVE AND THE
COMPANY DISCLAIMS ANY OBLIGATION SUBSEQUENTLY TO REVISE ANY
FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR
CIRCUMSTANCES AFTER THE DATE OF SUCH STATEMENTS OR TO
REFLECT THE OCCURRENCE OF ANTICIPATED OR UNANTICIPATED
EVENTS.

ITEM 2.   Properties.
          -----------

The Company's principal executive offices are located in
Pewaukee, Wisconsin.  These offices are on a 5-acre site.  A
portion of these facilities are owned by Roundy's and the
remainder are leased from a third party.

Wholesale activities are conducted by the Company from the
following warehouses:

                                                        Approximate
                                                        Warehouse
Location                 Products Distributed           Square Footage
--------------------     ---------------------          --------------

Wauwatosa, Wisconsin     All product lines,             745,000 (O)
(Two facilities)         except nonfood products        192,000 (L)

Mazomanie, Wisconsin     Dry groceries and              225,000 (L)
                         nonfood products

Westville, Indiana       All product lines,             557,000 (O)
                         except nonfood products

Lima, Ohio               All product lines,             515,000 (O)
(Two facilities)         except produce and             94,000  (L)
                         nonfood products

Eldorado, Illinois       Dry groceries and              384,000 (O)
                         dairy products

Van Wert, Ohio           Nonfood products               115,000 (L)

South Bend, Indiana      Frozen foods                   84,000 (L)

Muskegon, Michigan       All product lines,             215,000 (O)
                         except produce

                    O = Owned      L = Leased

The Company believes its current properties are well
maintained and, in general, are adequately sized to house
existing operations.  The Company is subject to regulation
by the United States Food and Drug Administration and to
certain state and local health regulations in connection
with the operations of its facilities and its wholesale food
business.  The Company has not been subject to any actions
brought under such regulations in the past five years.

Subsequent Event
----------------

In the early morning hours of February 27, 1998, the Company
experienced a fire at its Evansville, Indiana warehouse.
Because of high winds, the fire completely destroyed that
frozen food facility, including both the building and all of
the inventory contained therein.  There were no injuries and
the employees working at the time of the fire were able to
save all the tractors and trailers on the premises.  Shortly
after the fire was put out, the Company began working on
transferring the business to the Lima, Ohio and South Bend,
Indiana warehouses.  The first priority was to put the
customers back in service with respect to their frozen food
needs.  The second priority will be the planning for the
replacement of the frozen food warehouse.  The Company
cannot reasonably estimate, at this time, the total loss
experienced or the exact amount to be recovered under its
insurance policies.  Preliminary indications are that such
amounts may be significant.  However, it is believed that
total losses will not exceed the Company's insurance
coverage limits, which include both business interruption
and property loss coverage.

Transportation
--------------

The Company's transportation fleet for distribution
operations as of January 3, 1998 consisted of 320 tractor
cabs, 650 trailers and 10 straight delivery trucks.  In
addition, the Company owns 45 automobiles.  Approximately
98% of the fleet is owned by the Company and the balance is
leased.

Computers
---------

The Company owns most of its computer and related peripheral
equipment.  The computers are used for inventory control,
billing and all other general accounting purposes.  The
computer systems are adequate for the Company's operations.

ITEM 3.  Legal Proceedings.
         ------------------

The Company is involved in various litigation matters
arising in the normal course of business.  It is the view of
management that the Company's recovery or liability, if any,
under pending litigation is not expected to have a material
effect on the Company's financial position or results of
operations, although no assurance to that effect can be
given.

ITEM 4.  Submission of Matters to a Vote of Security Holders.
         ----------------------------------------------------

No matters were submitted to a vote of security holders
during the fourth quarter of fiscal 1997.

PART II

ITEM 5.  Market for the Registrant's Common Equity and Related
         Stockholder Matters.
         ------------------------------------------------------

The transfer of shares of Roundy's Class A Common and
Roundy's Class B Common is substantially restricted and
there is no established public trading market for Roundy's
stock.  As of January 3, 1998, all of the outstanding shares
of Roundy's Class A (voting) Common Stock were held of
record by the Roundy's, Inc. Voting Trust.  Further
information on the Voting Trust is found in Item 12 of this
report.  There is also no established public trading market
for Roundy's Voting Trust Certificates and there were 68
holders of such Certificates on January 3, 1998. On January
3, 1998 an aggregate of 207 persons held shares of Roundy's
Class B Common Stock and/or Voting Trust Certificates.
Except for patronage dividends (see Item 1, Business, and
Note 3 to Roundy's financial statements), no dividends have
ever been paid on the Common Stock of Roundy's.  There is no
intention of paying dividends, other than patronage
dividends, in the foreseeable future.

ITEM 6.  Selected Financial Data.
         ------------------------

The information required by this Item is incorporated by
reference from the Registrant's Annual Report to
Stockholders for the fiscal year ended January 3, 1998 (the
"Annual Report") under the caption "Selected Financial
Data."

ITEM 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operation.
         ------------------------------------------------------------

The information required by this Item is incorporated by
reference from the Annual Report under the caption
"Financial and Operational Review."

ITEM 8.  Financial Statements and Supplementary Data.
         --------------------------------------------

The required Financial Statements are incorporated by
reference from the Annual Report; see response to Item
14(a)(1), of this report.  The required financial statement
schedules are filed with this report; see the response to
Item 14(a)(2) of this report.  Supplementary data is not
furnished pursuant to Item 30(a)(5) of Regulation S-K.

ITEM 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure.
         ------------------------------------------------------------
None.

                          PART III

ITEM 10. Directors and Executive Officers of the Registrant.
         ----------------------------------------------------

The Directors and Executive Officers of Roundy's are as follows:

                                   Position(s) Held with Roundy's
      Name               Age       and Business Experience
------------------      -----     ---------------------------------

Gerald F. Lestina        55       President and Chief Executive Officer
                                  since 1995; President and Chief Operating
                                  Officer 1993-1995; Vice President of
                                  Wisconsin Region 1992-1993; President of
                                  Milwaukee Division 1986-1993; Director
                                  since 1991 (term expires 1999)

Roger W. Alswager        49       Vice President of Real Estate since 1989

Londell J. Behm          47       Vice President of Advertising since 1987

Ralph D. Beketic         51       Vice President-Wholesale since 1996;
                                  Vice President-Wisconsin Region 1996;
                                  President of Milwaukee Division since
                                  1993; Vice President of Sales-Milwaukee
                                  Division 1991-1993

David C. Busch           49       Vice President of Administration since
                                  1993; Vice President of Human Resources
                                  1990-1993

Edward G. Kitz           44       Vice President, Secretary & Treasurer
                                  since 1995; Vice President & Treasurer
                                  1989-1994

Charles H.               55       Vice President of Logistics and Planning
Kosmaler, Jr.                     since 1993; Vice President of Adminis-
                                  trative Efficiencies 1992-1993

Debra A. Lawson          42       Vice President of Human Resources since
                                  1997; Vice President Administration-
                                  Milwaukee Division 1994-1996; Director of
                                  Consumer Affairs, Training and Development
                                  1991-1993

John E. Paterson         50       Vice President-Distribution since 1997;
                                  Vice President of Operations-Milwaukee
                                  Division 1993-1996; Vice President of
                                  Distribution for Quincy, Florida Division
                                  of SUPERVALU INC. 1991-1993

Robert D. Ranus          57       Vice President and Chief Financial Officer
                                  since 1987; Director since 1987 (term
                                  expires 2000)

Michael J. Schmitt       49       Vice President-Sales and Development since
                                  1995; Vice President, Northern Region
                                  1992-1995

Marion H. Sullivan       51       Vice President of Marketing since 1989

Robert E. Bartels        60       Director since 1994 (term expires 2000);
                                  President and Chief Executive Officer of
                                  Martin's Super Markets, Inc., South Bend,
                                  Indiana

Charles R. Bonson        51       Director since 1994 (term expires 2000);
                                  President of Bonson's Foods, Inc., Eagle
                                  River, Wisconsin

Gary N. Gundlach         54       Director since 1990 (term expires 1999);
                                  Owner of Pick 'n Save retail grocery
                                  stores in Columbus, DeForest, McFarland,
                                  Stoughton and Sun Prairie, Wisconsin

George C. Kaiser         65       Director since 1986 (term expires 1998);
                                  Chairman and Chief Executive Officer,
                                  Hanger Tight Company since 1988; Chief
                                  Executive Officer, George C. Kaiser and
                                  Co. since 1988; Director of The Baird
                                  Funds, Inc. since 1992

Patrick D. McAdams       48       Director since 1995 (term expires 1998);
                                  General Manager and Treasurer of McAdams,
                                  Inc., Oconomowoc, Wisconsin

George E. Prescott       50       Director since 1997 (term expires 1998);
                                  President and Chief Executive Officer of
                                  Prescott's Supermarkets, Inc., West Bend,
                                  Wisconsin

Brenton H. Rupple        73       Director since 1993 (term expires 1999);
                                  Retired Chairman of Robert W. Baird & Co.,
                                  Milwaukee, Wisconsin

Gary R. Sarner           51       Director since 1997 (term expires 1998);
                                  Chairman, Total Logistic Control, LLC
                                  since 1996; President and Chief Operating
                                  Officer, Christiana Companies, Inc. 1992-
                                  1997

Directors of Roundy's are elected by class and generally serve three-
year terms; approximately one-third of the Board of
Directors is elected annually.  Of the ten current members
of the Board of Directors, two are currently Executive
Officers of Roundy's (Messrs. Lestina and Ranus) and four
are "Retailer Directors" (Messrs. Bonson, Gundlach, McAdams
and Prescott).  The terms of the Roundy's, Inc. Voting Trust
provide that each year the Trustees will vote to elect one
stockholder-customer, chosen by a plurality vote of the
Voting Trust Certificate Holders, to serve a three-year term
as Director; however, the Roundy's, Inc. Voting Trust
provides that in every third year, Voting Trust Certificate
Holders will choose two Retailer Directors.  Therefore, at
any time there should be four Retailer Directors serving.

ITEM 11. Executive Compensation.
         -----------------------

The following table shows the compensation for the past
three years of Roundy's five most highly compensated
executive officers performing policy making functions for
Roundy's, including the Chief Executive Officer (the "Named
Executive Officers").

                 SUMMARY COMPENSATION TABLE


                      Annual Compensation            Long-Term
                                           Other     Compensation
                                           Annual    Securities     All Other
Name and                                   Compen-   Underlying     Compen-
Principal                 Salary           sation    (A)Options      sation
Position            Year   (1)    Bonus    (2)       (B)SARs           (3)
-----------------------------------------------------------------------------
                                                  (A)   (B)
Gerald F. Lestina   1997  371,058 $105,120   -     -     -          $9,994
President and Chief 1996  338,000   95,316   -     -     -           8,645
Executive Officer   1995  304,231   93,600   -   6,000   -           8,138

Robert D. Ranus     1997  221,077   62,496   -     -     -          11,409
Vice President and  1996  213,000   60,066   -     -     -           9,812
Chief Financial     1995  207,000   59,616   -     -     -           9,659
Officer

Ralph D. Beketic    1997  177,981   50,400   -     -     -           5,562
Vice President-     1996  137,096   38,775   -     -     -           1,937
Wholesale           1995  120,000   35,280   -   1,500  500          1,797

Marion H. Sullivan  1997  167,981   47,520   -     -     -           8,910
Vice President of   1996  146,000   41,172   -     -     -           7,211
Marketing           1995  135,846   40,320   -     -    500          7,105

Michael J. Schmitt  1997  157,596   44,640   -     -     -           8,580
Vice President of   1996  138,174   39,010   -     -     -           7,093
Sales & Development 1995  125,846   37,440   -     -     -           7,068

(1)   Includes amounts (if any) deferred pursuant to Roundy's Deferred
      Compensation Plan.
(2)  Pursuant to applicable SEC regulations, perquisites and
     other personal benefits are omitted because they did
     not exceed the lesser of either $50,000 or 10% of the
     total of salary and bonus.
(3)  The amounts shown in this column for 1997, 1996, and
     1995,  respectively, were derived from the following
     figures.  Term life insurance premiums paid by Roundy's
     and Roundy's contributions to the 401(k) plan,
     respectively, for the named executive officers are
     shown below.  For 1997 - Mr. Lestina:  $6,819 and
     $3,175.  Mr. Ranus:  $7,861 and $3,547.  Mr. Beketic:
     $2,670 and $2,891.  Mr. Sullivan:  $6,019 and $2,891.
     Mr. Schmitt:  $6,061 and $2,518. For 1996 - Mr.
     Lestina:  $6,270 and $2,375.  Mr. Ranus:  $7,732 and
     $2,080.  Mr. Beketic:  $666 and $1,271.  Mr. Sullivan:
     $5,851 and $1,360.  Mr. Schmitt:  $5,911 and $1,182.
     For 1995 - Mr.
     Lestina:  $5,828 and $2,310.  Mr. Ranus:  $7,589 and
     $2,070.  Mr. Beketic:  $597 and $1,200.  Mr. Sullivan:
     $5,747 and $1,358.  Mr. Schmitt:  $5,810 and $1,258.


The executive officers of Roundy's are each covered by
$250,000 of executive equity life insurance.  In addition,
executives are covered by a group life carve-out plan in the
amount of three times salary, which is in lieu of the group
term life insurance provided to substantially all nonunion
employees under a Roundy's-sponsored Plan.  The executive
officers of Roundy's are also covered by an executive
disability income insurance wrap-around plan which is in
addition to the disability income insurance provided to
substantially all nonunion employees under a Roundy's-
sponsored Plan.

The Board of Directors of the Company has authorized the
Company to guarantee the repayment of any loans incurred by
senior executives and key employees for the purpose of
exercising certain stock options granted by the Company. The
guarantee is limited to a total aggregate principal amount
of loans of $2,000,000.  There were no employee guarantees
outstanding as of January 3, 1998.

Roundy's has Deferred Compensation Agreements with certain
executive officers, including Messrs. Lestina, Ranus,
Beketic, Sullivan and Schmitt.  The Deferred Compensation
Agreements provide generally that the Company will pay to
the employee a "deferred compensation amount," if at any
time within three years after the occurrence of a "change in
control" of the Company, the employee's employment is
terminated by the Company, other than for "good cause."  If
the termination date occurs within two years after the date
on which a "change in control" occurs, the "deferred
compensation amount" will be equal to the "monthly benefit
amount" times twenty-four.  If the termination date occurs
more than two years, but not more than three years, after
the date on which a "change of control" occurs, the
"deferred compensation amount" will be equal to the "monthly
benefit amount" times twenty four minus the number of
calendar months between the date two years after the date on
which a "change of control" occurs and the termination date.
The "monthly benefit amount" is equal to 1/12 of the
employee's annual base salary.  The number by which the
"monthly benefit amount" is multiplied to determine the
"deferred compensation amount" is defined as the "monthly
multiplier."  If the employee becomes entitled to the
payment of a "deferred compensation amount" the Company will
continue to provide to the employee those health and life
insurance benefits to which the employee was entitled as of
the termination date for that number of months following the
termination date which is equal to the "monthly multiplier."

The Company established a Deferred Compensation Plan,
applicable to the Officers who have been elected by the
Board of Directors, ("Elected Officers"), to assist the
Elected Officers in deferring income until their retirement,
death, or other termination of employment.  The Plan
participants may make deferral commitments that are not less
than $10,000 over a period of not more than 7 years and not
less than $2,000 in any one year.  The aggregate annual
deferral may not exceed $100,000 per calendar year for all
participants combined unless the Company's Board of Director
approves an amount in excess of that limit.  For 1997, the
Board of Directors approved an annual deferral of $121,000.
Monthly interest is credited to each participant's account
based on the Moody's Long Term Bond Rate in effect on
January 1 of each year plus 2%.  The Company established a
Trust to hold assets to be used to pay benefits under the
Plan, however, the rights of any participant, beneficiary or
estate to benefits under the Plan are solely those of an
unsecured creditor of the Company.  Upon death of a
participant prior to termination of employment and before
any periodic payments have started, the Company will pay to
the participant's Designated Beneficiary a pre-retirement
death benefit equal to five times the total aggregate
deferral commitment of the participant payable in equal
annual installments over a ten-year period.  The Company has
purchased life insurance policies on the lives of the
participants to fund its liabilities under the Plan.

Roundy's has a severance and non-competition agreement with
Gerald F. Lestina.  This agreement continues in effect until
October 10, 2007.  Upon Roundy's termination of Mr.
Lestina's employment (other than for "good cause" as defined
in the agreement), or Mr. Lestina's termination of his
employment (for "good reason" as defined in the agreement),
Roundy's will pay Mr. Lestina pro rata over the non-compete
period, an "applicable benefit."  The "applicable benefit"
shall mean the
"monthly benefit amount" times twelve (12).  The "monthly
benefit amount" means the sum of: (i) 1/12 of the amount of
Mr. Lestina's current salary; (ii) 1/12 of the amount of Mr.
Lestina's bonus paid or payable; and the fair value of any
health and/or life insurance benefits, on a monthly basis,
to which Mr. Lestina is entitled.  If Mr. Lestina ceases to
be employed by Roundy's (including by reason of his death)
at any time after attaining age 55 and while he is then an
officer and a director of Roundy's (unless employment is
terminated for "good cause"), Roundy's will provide coverage
for Mr. Lestina and his spouse under the employee health,
medical and life insurance plans maintained by Roundy's for
its executive personnel, until, in addition to other
parameters, Mr. Lestina attains age 65.
For a period of one year following the termination of
employment of Mr. Lestina, which occurs under circumstances
giving rise to Roundy's obligation to pay the severance
benefit under this agreement, Mr. Lestina agrees not to
compete with Roundy's in the states of Wisconsin,
Michigan, Illinois, Indiana and Ohio, plus to the extent not
included in those states, the area encompassed within a
radius of 400 miles of any warehouse or distribution
facility operated by Roundy's, or any affiliate of Roundy's,
as of the termination date.

Effective November 1, 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
Compen-sation Committee of the Board of Directors.  No
options or SARs may be granted under the Plan after November
30, 2001.  Options granted become exercisable based on a
vesting schedule which ranges from 20% at the date of grant
to 100% eight years from the date of grant.  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.  In the event of a change in control of the Company,
all options and SARs previously granted and not exercised,
become exercisable.


Option/SAR Grants
-----------------

None of the Named Executive Officers were granted stock
options or SARs during fiscal 1997.

Option/SAR Exercises
--------------------

The following table provides information on the Named
Executive Officers' option and SAR exercises in 1997 and the
value of unexercised options at January 3, 1998.

           Aggregated Option/SAR Exercises in 1997
               and 1997 Year-End Option Values
          ------------------------------------------



                                        
                                        Number of
                                        Unexercised    Value ($) of
                  Shares                (A)Options     Unexercised In-The-
                  Acquired              (B)SARS        Money (A)Options
                  on Exercise           at 01/03/98    (B)SARs at 01/03/98
                  (A)Options  Value ($) Exercisable/   Exercisable/
    Name          (B)SARS     Realized  Unexercisable  Unexercisable
----------------- ----------  --------  -------------- -------------------
Gerald F. Lestina (A)   -         -      17,500/-      $688,950/-
                  (B)   -         -             -               -

Robert D. Ranus   (A)   -         -      10,500/-       488,000/-
                  (B)   -         -             -               -

Ralph D. Beketic  (A)   -         -       1,850/150      56,385/ 6,840
                  (B)   -         -       1,450/550      52,985/22,540

Marion H. Sullivan(A)   -         -       1,150/350      56,960/17,090
                  (B)   -         -       1,950/550      82,210/24,940

Michael J. Schmitt(A)   -         -       2,350/1,150   104,060/48,490
                  (B)   -         -       1,150/350      56,960/17,090

Benefits under the Roundy's, Inc. Retirement Plan are, in
general, an amount equal to 50% of average compensation
minus 50% of the participant's primary Social Security
benefit; provided, however, that if the employee has fewer
than 25 years of credited service, the monthly amount so
determined is multiplied by a fraction, the numerator of
which is the years of credited service and the denominator
of which is 25.  In addition, if credited service is greater
than 25 years, the benefit is increased by 1% of average
compensation for each year of credited service in excess of
25 years to a maximum of 10 additional years.

The following table sets forth the estimated annual pensions
(before deduction of the Social Security offset described
below) which persons in specified categories would receive
if they had retired on January 3, 1998, at the age of 65:

Average Annual
Compensation
During Last                   Annual Pension After Specified
Five Completed                   Years of Credited
Service          ----------------------------------------------------
Calendar Years   15 Years   20 Years   25 Years   30 Years   35 Years
--------------  -----------------------------------------------------
$100,000         $30,000   $40,000    $50,000     $55,000   $60,000
 125,000          37,500    50,000     62,500      68,800    75,000
 150,000          44,300    59,000     73,800      81,200    88,500
 175,000          45,600    60,800     76,000      83,000    91,200
 200,000          48,400    64,800     81,300      90,000    98,200
 225,000          52,900    71,400     89,900     100,500   109,700
 250,000          57,400    78,000     98,500     111,000   121,300
 300,000          60,400    82,300    104,200     117,900   125,000
 400,000          60,400    82,300    104,200     117,900   125,000
 450,000          60,400    82,300    104,200     121,800   125,000
 500,000          60,400    82,300    104,200     125,000   125,000

All of the Named Executive Officers are covered by the
Roundy's, Inc. Retirement Plan.  Their average annual
compensation would be the combined amount listed under
Salary and Bonus shown in the Summary Compensation Table.
The estimated credited years of service for each of the
Named Executive Officers is as follows:  Mr. Lestina:  28
years, Mr. Ranus:  11 years, Mr. Beketic:  7 years, Mr.
Sullivan:  10 years, and Mr. Schmitt:  20 years.

Directors who are employees of Roundy's receive no fees for
serving as Directors.  Customer-directors each received $500
per meeting during 1997; outside Directors each received
$15,000, prorated on an annual basis, plus $500 per Board of
Directors meeting plus $500 per committee meeting not held
the same day as a Board of Directors meeting for their
services during 1997.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

Roundy's is authorized by its Articles of Incorporation to
issue 60,000 shares of Class A Common, $1.25 par value, and
2,400,000 shares of Class B Common, $1.25 par value.  On
March 30, 1998, 12,400 shares of Class A Common and
1,159,144 shares of Class B Common were outstanding.

Roundy's has a Voting Trust (the "Trust") which was
established in August, 1971 (was amended and restated in
1983 and was further amended in 1986 and 1995), as the
successor to an initial voting trust created at the time of
the organization of Roundy's.  The Trust has an indefinite
term, although it may be terminated upon the vote of the
Voting Trust Certificate Holders as provided therein.  The
main purpose for the establishment of the Trust, and its
predecessor, was to insure the stability of management
necessary to obtain long-term warehouse and other financing.
On March 30, 1998, all of the outstanding shares of Roundy's
Class A Common held by current stockholder-customers were on
deposit in the Trust.  The Voting Trust Agreement authorizes
the Trustees to vote all shares deposited in the Trust, in
their discretion, for the election of all but four of the
Directors (there are currently ten Directors).  On other
matters submitted to a vote of stockholders (including the
election of one Director each year), the Trustees are
required to vote the shares deposited in the Trust as a
block as directed by a vote of the holders of outstanding
Voting Trust Certificates (with each share of Class A Common
in the Trust entitling the depositor thereof to one vote).

The Trustees of the Trust currently are Victor C. Burnstad,
Robert S. Gold, Edward G. Kitz, Gerald F. Lestina, Robert R.
Spitzer and David A. Ulrich.  Mr. Lestina is President and
Chief Executive Officer of Roundy's, Inc., and is a member
of Roundy's Board of Directors.  Mr. Kitz is Vice President,
Secretary and Treasurer of Roundy's, Inc.  Mr. Burnstad is
President and Stockholder of Burnstad Bros., Inc., a
stockholder-customer of Roundy's.  Mr. Gold is President and
Stockholder of B. & H. Gold Corporation, a stockholder-
customer of Roundy's.  Mr. Ulrich is President and
Stockholder of Mega Marts, Inc., a stockholder-customer of
Roundy's.  In the event of the death, resignation,
incapacity or inability of any of the Trustees, a successor
Trustee may be named by a majority of the remaining
Trustees.  There is currently one trustee position vacant.

Vacancies need not be filled, except that there must be at
least three Trustees acting as such at all times, and one
Trustee must always be a stockholder-customer (or a
principal of an entity which is a stockholder-customer) of
Roundy's.

The following table sets forth the beneficial ownership of
equity securities of Roundy's as of March 30, 1998, by (i)
each director; (ii) each Named Executive Officer; (iii) all 
directors and executive officers as a group; and (iv) each 
person who is known to the Company to be the beneficial owner 
of 5% or more of either of the outstanding classes shown.  
Except as set forth in the table below, no other person 
(or group who, directly or indirectly, through any relationship, 
has or shares the power to vote, or to direct the voting) owns 
of record or is known by Roundy's to own beneficially more than 5% 
of the outstanding Roundy's Class A Common Stock or Roundy's Class
B Common Stock.  Except for McAdams, Inc., Mega Marts, Inc.,
Woodmans's Food Market, Inc. and Ultra Mart, Inc.  (see
below), no other person owns of record or is known by
Roundy's to own beneficially more than 5% of the Voting
Trust Certificates issued by the Trustees of the Roundy's
Voting Trust with respect to shares of Roundy's Class A
Common Stock deposited with the Trustees.
                               Beneficial Ownership (1)
                           --------------------------------
                           Class A Common     Class B Common
                           ---------------   -----------------
                          Number   Percent   Number   Percent
                            of    of Class     of    of Class
                          Shares     (2)     Shares     (2)
                          ----------------   ----------------                  
Woodman' Food Market,      700      5.65%    104,374   9.00%
Inc. (3)
McAdams, Inc. (4)          700      5.65%    73,818    6.37%
Mega Marts, Inc. (5)      1,600    12.90%    111,391   9.61%
Ultra Mart, Inc. (6)       700      5.65%     45,531   3.93%
Gerald F. Lestina (7)     -(8)     -(8)      20,606    1.75%
Robert D. Ranus (9)       -(8)     -(8)      14,875    1.27%
George C. Kaiser (10)     -(8)     -(8)      4,000     *
Brenton H. Rupple         -(8)     -(8)       300      *
Robert E. Bartels (11)    -(8)     -(8)      4,916     *
Gary R. Sarner            -(8)     -(8)       499      *
George E. Prescott (12)    600      4.84%    75,961    6.55%
Gary N,. Gundlach (13)     500      4.03%    24,717    2.13%
Charles R. Bonson (14)     100      *        20,154    1.74%
Patrick D. McAdams (4)     700      5.65%    73,818    6.37%
Ralph D. Beketic (15)     -(8)     -(8)      1,850     *
Marion H. Sullivan (16)   -(8)     -(8)      1,150     *
Michael J. Schmitt (17)   -(8)     -(8)      4,017     *
All Directors and         1,900    15.32%    257,029  21.44%
Executive Officers as a
Group (18)

(1)  Direct ownership except as otherwise noted, and except
     that all shares of Class A Common Stock shown in the
     table are owned of record by the Trustees of the
     Roundy's, Inc. Voting Trust.
(2)  Asterisk (*) denotes less than 1%.
(3)  Voting and investment power over the shares owned by
     Woodman's Food Market, Inc., whose address is 2919
     North Lexington, Janesville, Wisconsin 53545, is solely
     held by its owner, Willard R. Woodman, Jr.
(4)  Voting and investment power over the shares owned by
     McAdams, Inc., whose address is 36933 West Plank Road,
     Oconomowoc, Wisconsin 53066, is solely held by its
     owner, John A. McAdams.  The shares shown for Patrick
     D. McAdams reflect all shares owned by McAdams, Inc. of
     which Patrick D. McAdams is General Manager and
     Treasurer.
(5)  Voting and investment power over the shares owned by
     Mega Marts, Inc., whose address is 6312 South 27th
     Street, Oak Creek, Wisconsin 53154, is solely held by
     its owner, David A. Ulrich.
(6)  Voting and investment power over the shares owned by
     Ultra Mart, Inc., whose address is W173 N9170 St.
     Francis Drive, Menomonee Falls, Wisconsin 53051, is
     solely held by its owner, Robert A. Farrell.
(7)  Includes options for 17,500 shares that are exercisable
     within 60 days of March 30, 1998.
(8)  The Class A Common may only be held by the owners
     ("stockholder-customers") of retail grocery stores
     serviced by Roundy's.
(9)  Includes options for 10,500 shares that are exercisable
     within 60 days of March 30, 1998.
(10) Includes 1,500 shares owned by First Wisconsin Trust
     Company as Trustee of George Kaiser Profit Sharing
     Plan.
(11) Includes 3,949 shares owned by Martin's Super Markets,
     Inc., of which Mr. Bartels is President and
     shareholder.
(12) Includes 600 shares of Class A Common Stock and 59,098
     shares of Class B Common Stock owned by Prescott's
     Supermarkets, Inc. of which Mr. Prescott is the
     principal shareholder; also includes 16,863 shares of
     Class B Common Stock held in certain Trusts for the
     benefit of certain members of Mr. Prescott's family, as
     to which 16,863 shares Mr. Prescott disclaims
     beneficial ownership.
(13) Relates to shares owned by Gary N. Gundlach, as sole
     proprietor and of G.E.M., Inc. of which Mr. Gundlach is
     principal shareholder.
(14) Relates to shares owned by Bonson's Foods, Inc. of
     which Mr. Bonson is principal shareholder.
(15) Includes options for 1,850 shares that are exercisable
     within 60 days of March 30, 1998.
(16) Includes options for 1,150 shares that are exercisable
     within 60 days of March 30, 1998.
(17) Includes options for 2,350 shares that are exercisable
     within 60 days of March 30, 1998.
(18) The group of directors and executive officers who
     control stockholder-customers and therefor may
     beneficially own Class A Common (see Note (4)) consists
     of four (4) persons: Messrs. Prescott, Gundlach, Bonson
     and McAdams.  The group of directors and executive
     officers who own or may own Class B Common consists of
     nineteen (19) persons.  The total shown for Class B
     Common for the group includes options for 39,616 shares
     that are exercisable within 60 days of March 30, 1998,
     but does not include options for an additional 5,384
     shares that have been granted but are not exercisable
     within 60 days of March 30, 1998.

ITEM 13. Certain Relationships and Related Transactions.
         -----------------------------------------------

Messrs. Bartels, Bonson, Gundlach, McAdams and Prescott,
directors
of Roundy's, and Messrs. Burnstad, Gold and Ulrich, Trustees
of the Voting Trust, each own and/or operate retail food
stores which purchase merchandise from the Company as a
supplier in the ordinary course of business.  Retail food
stores owned by directors or Retailer Trustees purchase from
the Company on the same basis and conditions as all other
stockholder-customers of Roundy's.  During the last three
years, the aggregate amount of purchases from the Company
for each of the foregoing were as follows:

                          1997           1996             1995
                          ----           ----             ----

Robert E. Bartels    $114,306,000   $ 96,608,000     $ 81,542,000
Charles R. Bonson       8,471,000      7,616,000        7,094,000
Victor C. Burnstad     19,320,000     19,053,000       18,262,000
Robert S. Gold         52,712,000     48,212,000       46,770,000
Gary N. Gundlach       47,514,000     45,680,000       39,253,000
Patrick D. McAdams     70,639,000     63,003,000       63,598,000
George E. Prescott     78,218,000     70,757,000       60,567,000
David A. Ulrich       271,690,000    242,679,000      219,310,000

Woodman's Food Market, Inc., owner of 9.23% of Roundy's
Class B Common Stock, had aggregate purchases from Roundy's
of $51,395,000, $52,805,000 and $58,484,000 for 1997, 1996
and 1995, respectively.

Ultra Mart, Inc., owner of 5.56% of Roundy's Class A Common
Stock had aggregate purchases from Roundy's of $93,015,000,
$90,722,000 and $81,399,000 for 1997, 1996 and 1995,
respectively.  Ultra Mart, Inc. agreed to sublease land and
buildings from the Company for a period of six to 16 years
at seven store sites, for an aggregate annual rental of
approximately $2,501,000.

Prescott Supermarkets, Inc. has agreed to sublease land and
buildings from the Company for periods of two to 15 years at
five store sites, for an aggregate annual rental of
approximately $1,639,000.

Gary N. Gundlach has agreed to sublease land and buildings
from the Company for periods of 11 to 17 years at four store
sites, for an aggregate annual rental of approximately
$926,000.  In January, 1997, Gary N. Gundlach issued a
promissory note to Roundy's, Inc. in the amount of $97,000.
The amount outstanding as of February 28, 1998 was $33,000.

McAdams, Inc. agreed to sublease land and buildings from the
Company for periods of 12 and 13 years at two store sites,
for an aggregate annual rental of approximately $555,000.

Mega Marts, Inc. agreed to sublease land and buildings from
the Company for periods of two to 17 years at twelve store
sites and one additional storage site, for an aggregate
annual rental of approximately $4,413,000.

B. & H. Gold Corporation, Gold's Market, Inc., and Gold's,
Inc. have agreed to sublease land and buildings from the
Company for periods of eight to 21 years at three store
sites, for an aggregate annual rental of approximately
$1,184,000.

Burnstad Bros., Inc. has agreed to sublease land and a
building from the Company for a period of four years, for an
annual rental of approximately $44,000.  In November, 1997,
Burnstad Bros., Inc. issued promissory notes to Roundy's,
Inc. in the amount of $48,200.  The amount outstanding as of
February 28, 1998 was $48,200.

The Company has made payments in fiscal 1997 aggregating
$1,495,700 for handling, order selecting and storage of
frozen food, meat and ice cream to Total Logistic Control,
LLC of which Mr. Sarner is Chairman.


PART IV

ITEM 14. Exhibits, Financial Statement Schedules and Reports
         on Form 8-K.
         -----------------------------------------------------

(a)(1)    Financial Statements

The following consolidated financial statements of the
Company are incorporated by reference from its Annual Report
to Stockholders for the year ended January 3, 1998, filed as
an exhibit hereto:

     Independent Auditors' Report
     Statements of Consolidated Earnings for each of the three years
         in the period ended January 3, 1998
     Consolidated Balance Sheets at January 3, 1998 and
          December 28, 1996
     Statements of Consolidated Stockholders' Equity for each of
         the three years in the period ended January 3, 1998
     Statements of Consolidated Cash Flows for each of the three
           years in the period ended January 3, 1998
     Notes to Financial Statements

(a)(2)    Financial Statement Schedules as of January 3,
1998

                                                            Page
                                                            -----

          Independent Auditors' Report....................... 27

          Schedule VIII - Valuation and qualifying
                           accounts.......................... 28

All other schedules are omitted because they are not
applicable or the required information is shown in the
financial statements or the notes thereto.

(a)(3)    Exhibits

3.1   Articles of Incorporation of the Registrant, as
      amended, incorporated herein by reference to Exhibit
      4.1 of Registrant's Registration Statement on Form S-
      2 (File No. 2-94485) dated December 5, 1984.
3.2   By-Laws of the Company as amended February 24, 1998.
      FILED HEREWITH.
3.3   Amendment of By-Law Section 5.01.  FILED HEREWITH.
4.1   Policy Relating to Redemption of Stock by Inactive
      Customer Shareholders and Former Employees,
      incorporated herein by reference to Exhibit 4.1 of
      the Registrant's Annual Report on Form 10-K for the
      fiscal year ended December 28, 1996, filed with the
      Commission on March 26, 1997, Commission File No. 33-
      57505 (included as Exhibit D to the prospectus which
      forms a part of the Registration Statement).

4.2   Note Agreement dated December 15, 1991 (effective
      December 30, 1991), between Roundy's, Inc. and
      Massachusetts Mutual Life Insurance Company and
      United of Omaha Life Insurance Company, incorporated
      herein by reference to Exhibit 4.9 of Registrant's
      Annual Report on Form 10-K for the fiscal year ended
      December 28, 1991, filed with the Commission on March
      26, 1992, Commission File No. 2-66296.
4.3   Note Agreement dated December 15, 1992 between
      Roundy's, Inc. and Connecticut Mutual Life Insurance
      Company, The Ohio National Life Insurance Company,
      Provident Mutual Life Insurance Company of
      Philadelphia, Providentmutual Life and Annuity
      Company of America, Guarantee Mutual Life Company,
      Woodmen Accident and Life Company and United of Omaha
      Life Insurance Company, incorporated herein by
      reference to Exhibit 4.11 of Registrant's Annual
      Report on Form 10-K for the fiscal year ended January
      2, 1993, filed with the Commission on March 30, 1993,
      Commission File No. 2-66296.
4.4   Policy Regarding Issuance and Sales of Roundy's, Inc.
      Stock, incorporated herein by reference to Exhibit
      4.11 of Registrant's Registration Statement on Form S-
      2 (File No. 33-57505) filed with the Commission on
      January 30, 1995 (included as Exhibit E to the
      prospectus which forms a part of the Registration
      Statement).
4.5   Note Agreement dated December 22, 1993 (effective
      December 22, 1993), between Roundy's, Inc. and The
      Variable Annuity Life Insurance Company, The Life
      Insurance Company of Virginia, Phoenix Home Life
      Mutual Insurance Company, Phoenix American Life
      Insurance Company, Washington National Insurance
      Company, and TMG Life Insurance Company, incorporated
      herein by reference to Exhibit 4.14 of Registrant's
      Annual Report on Form 10-K for the fiscal year ended
      January 1, 1994, filed with the Commission on March
      31, 1994, Commission File No. 2-66296.
4.6   Form of Subscription Agreement, incorporated by
      reference to Exhibit 4.14 of Registrant's
      Registration Statement on Form S-2 (File No. 33-
      57505) filed with the Commission on January 30, 1995
      (included as Exhibit A to the prospectus which forms
      a part of the Registration Statement).
4.7   Form of Buying Deposit Agreement, incorporated by
      reference to Exhibit 4.15 of Registrant's
      Registration Statement on Form S-2 (File No. 33-
      57505) filed with the Commission on January 30, 1995
      (included as Exhibit B to the prospectus which forms
      a part of the Registration Statement).
4.8   Article V of Registrant's By-Laws "Fiscal Year
      Accounting and Patronage Rebates," as amended on
      December 12, 1989, incorporated by reference to
      Exhibit 4.16 of Registrant's Registration Statement
      on Form S-2 (File No. 33-57505) filed with the
      Commission on January 30, 1995 (included as Exhibit C
      to the prospectus which forms a part of the
      Registration Statement).
4.9   First Amendment dated May 1, 1996 to Note Agreements
      dated December 15, 1991 and Note Agreements dated
      December 15, 1992 and Note Agreements dated December
      22, 1993, incorporated herein by reference to Exhibit
      4.16 of Registrant's Form 10-Q for the quarterly
      period ended June 29, 1996, filed with the Commission
      on August 13, 1996, Commission File No. 33-57505.

4.10  Note Agreement dated May 15, 1996 between Roundy's,
      Inc. and The Ohio National Life Insurance, Phoenix
      American Life Insurance Company, Provident Mutual
      Life Insurance, Providentmutual Life and Annuity
      Company of America, United of Omaha Life Insurance
      Company, John Alden Life Insurance Company, Oxford
      Life Insurance Company, The Security Mutual Life
      Insurance Company of Lincoln, Nebraska and Woodman
      Accident and Life Company, incorporated herein by
      reference to Exhibit 4.17 of Registrant's Form 10-Q
      for the quarterly period ended June 29, 1996, filed
      with the Commission on August 13, 1996, Commission
      File No. 33-57505.
4.11  Credit Agreement dated December 13, 1996, between
      Roundy's, Inc. and PNC Bank, NA (as agent),
      incorporated herein by reference to Exhibit 4.11 of
      Registrant's Annual Report on Form 10-K for the
      fiscal year ended December 28, 1996, filed with the
      Commission on March 26, 1997, Commission File No. 33-
      57505.
9     Amended and Restated Voting Trust Agreement dated
      September 16, 1983, incorporated herein by reference
      to Exhibit 9 of Registrant's Annual Report on Form 10-
      K for the year ended December 31, 1983, filed with
      the Commission on March 30, 1984, Commission File No.
      2-66296.
9(a)  Amendments No. 1 and 2, dated April 8, 1986 to
      Amended and Restated Voting Trust Agreement,
      incorporated herein by reference to Exhibit 9(a) of
      Registrant's Registration Statement on Form S-2 (File
      No. 2-66296), dated April 29, 1986.
9(b)  Amendment No. 1987-1 to Amended and Restated Voting
      Trust Agreement, incorporated herein by reference to
      Exhibit 9(b) of Registrant's Registration Statement
      on Form S-2 (File No. 2-66296), dated April 29, 1987.
9(c)  Amendment 1995-1 to the Roundy's, Inc. Voting Trust
      Agreement, incorporated herein by reference to
      Exhibit 9(c) of Registrant's Registration Statement
      on Form S-2 (File No. 33-57505), dated May 1, 1995.
9(d)  Amendment 1995-2 to the Roundy's, Inc. Voting Trust
      Agreement, incorporated herein by reference to
      Exhibit 9(d) of Registrant's Registration Statement
      on Form S-2 (File No. 33-57505), dated April 26,
      1996.
10.1  Deferred Compensation Agreement plan between the
      Registrant and certain executive officers including
      Messrs. Lestina, Ranus, Beketic, Sullivan and
      Schmitt, incorporated herein by reference to Exhibit
      10.1, of Registrant's Registration Statement on Form
      S-2 (File No. 33-57505) dated April 24, 1997.
10.2  Directors and Officers Liability and Corporation
      Reimbursement Policy issued by American Casualty
      Company of Reading, Pennsylvania (CNA Insurance
      Companies) as of June 13, 1986, incorporated herein
      by reference to Exhibit 10.3 of Registrant's Annual
      Report on Form 10-K for the fiscal year ended January
      3, 1987, filed with the Commission on April 3, 1987,
      Commission File No. 2-66296.
10.2(a) Declarations page for renewal through November 1,
      1998 of Directors and Officers Liability and
      Corporation Reimbursement Policy.  FILED HEREWITH.
10.3  1991 Stock Incentive Plan, revised February 9, 1993,
      incorporated herein by reference to Exhibit 10.6 of
      Registrant's Annual Report on Form 10-K for the
      fiscal year ended January 2, 1993, filed with the
      Commission on March 30, 1993, Commission File No. 2-
      66296.


10.4  Severance and Non-Competition Agreement between the
      Registrant and Gerald F. Lestina, incorporated herein
      by reference to Exhibit 10.4 of Registrant's Annual
      Report on Form 10-K for the fiscal year ended
      December 30, 1995, filed with the Commission on March
      28, 1996, Commission File No. 33-57505.
10.5  Roundy's, Inc. Deferred Compensation Plan, effective
      March 19, 1996, incorporated herein by reference to
      Exhibit 10.5 of Registrant's Registration Statement
      on Form S-2 (File No. 33-57505), dated April 26,
      1996.
13.   1997 Annual Report to Stockholders of Roundy's, Inc.
21.   Subsidiaries of Roundy's, Inc.
27.   Financial Data Schedule.
(b)   Reports on Form 8-K.
      There were no reports on Form 8-K filed during the
      last quarter of 1997.



INDEPENDENT AUDITORS' REPORT



To the Stockholders and Directors of Roundy's, Inc.:

We have audited the consolidated financial statements of
Roundy's, Inc. and its subsidiaries as of January 3, 1998
and December 28, 1996, and for each of the three years in
the period ended January 3, 1998 and have issued our report
thereon dated February 20, 1998; such consolidated financial
statements and report are included in your 1997 Annual
Report to Stockholders and are incorporated herein by
reference.  Our audits also included the financial statement
schedule of Roundy's, Inc. listed in Item 14(a)(2).  This
financial statement schedule is the responsibility of the
Company's management.  Our responsibility is to express an
opinion based on our audits.  In our opinion, such
consolidated financial statement schedule, when considered
in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the
information set forth therein.


DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin
February 20, 1998

<PAGE>
<TABLE>


                                                    SCHEDULE VIII
                              
               ROUNDY'S, INC. AND SUBSIDIARIES
                              
              VALUATION AND QUALIFYING ACCOUNTS
<CAPTION>
_______________________________________________________________________________________________


                                   COLUMN       COLUMN      COLUMN     COLUMN       COLUMN
                                     A            B           C          D            E
-----------------------------------------------------------------------------------------------
                                                    ADDITIONS
                                                 (1)         (2)
                                 Balance at     Charged     Charged                 Balance
                                 Beginning      to Costs    to Other  Deductions    at End
Description                     of Period      & Expenses   Accounts      (A)       of Period
---------------------------------------------------------------------------------------------
<S>                             <C>            <C>             <C>    <C>           <C>
YEAR ENDED January 3, 1998:
   Allowance for Losses:
   Current receivables .........$6,314,700     $2,389,100             $3,055,100    $5,648,700
   Notes receivable, long-term.  5,576,000        -                      277,000     5,299,000

YEAR ENDED December 28, 1996:
   Allowance for Losses:
   Current receivables .......  $8,431,300     $4,367,600             $6,484,200    $6,314,700
   Notes receivable, long-term.  4,641,000        935,000                  -         5,576,000

YEAR ENDED December 30, 1995:
   Allowance for Losses:
   Current receivables .......  $11,000,400    $2,146,500             $4,715,600    $8,431,300
   Notes receivable, long-term.     916,000     3,725,000                 -          4,641,000
<FN>
(A)  Amounts in Column D represent accounts written off less recoveries.
</TABLE>
<PAGE>    
                                                         
                                                            
                              
                         SIGNATURES
                              
                              
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, Roundy's, Inc. has duly
caused this report to be signed on its behalf of the
undersigned, thereunto duly authorized.

                                        ROUNDY'S, INC.


GERALD F. LESTINA                       ROBERT D. RANUS
-----------------------------          ----------------------
By: Gerald F. Lestina                   By: Robert D. Ranus
(Principal Executive Officer)           (Principal Financial
                                        Officer and Principal
                                        Accounting Officer)

Date: March 31, 1998

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons (constituting a majority of the Board of Directors)
on behalf of the Registrant and in the capacities and on the
dates indicated:


                                        PATRICK D. MCADAMS
--------------------                    --------------------
Robert E. Bartels                       Patrick D. McAdams
March 31, 1998                          March 31, 1998
(Director)                              (Director)


CHARLES R. BONSON                       GEORGE E. PRESCOTT
--------------------                   ---------------------
Charles R. Bonson                       George E. Prescott
March 31, 1998                          March 31, 1998
(Director)                              (Director)


GARY N. GUNDLACH                        ROBERT D. RANUS
-------------------                     ---------------------
Gary N. Gundlach                        Robert D. Ranus
March 31, 1998                          March 31, 1998
(Director)                              (Director)


GEORGE C. KAISER                        BRENTON H. RUPPLE
------------------                      ----------------------
George C. Kaiser                        Brenton H. Rupple
March 31, 1998                          March 31, 1998
(Director)                              (Director)


GERALD F. LESTINA                       GARY R. SARNER
------------------                      ----------------------
Gerald F. Lestina                       Gary R. Sarner
March 31, 1998                          March 31, 1998
(Director)                              (Director)


                              
               SUPPLEMENTAL INFORMATION TO BE
                FURNISHED WITH REPORTS FILED
                  PURSUANT TO SECTION 15(d)
                  OF THE ACT BY REGISTRANTS
            WHICH HAVE NOT REGISTERED SECURITIES
              PURSUANT TO SECTION 12 OF THE ACT
                              
                              
                              
Registrant's annual report to securityholders for the year
ended January 3, 1998 is incorporated by reference in this report.

Registrant does not furnish proxy soliciting material to its
securityholders.






INDEX TO EXHIBITS


Exhibit                  Description

3.1   Articles of Incorporation of the Registrant, as
      amended, incorporated herein by reference to Exhibit
      4.1 of Registrant's Registration Statement on Form S-
      2 (File No. 2-94485) dated December 5, 1984.
3.2   By-Laws of the Company as amended February 24, 1998.
      FILED HEREWITH.
3.3   Amendment of By-Law Section 5.0l.  FILED HEREWITH.
4.1   Policy Relating to Redemption of Stock by Inactive
      Customer Shareholders and Former Employees,
      incorporated herein by reference to Exhibit 4.1 of
      the Registrant's Annual Report on Form 10-K for the
      fiscal year ended December 28, 1996, filed with the
      Commission on March 26, 1997, Commission File No. 33-
      57505 (included as Exhibit D to the prospectus which
      forms a part of the Registration Statement).
4.2   Note Agreement dated December 15, 1991 (effective
      December 30, 1991), between Roundy's, Inc. and
      Massachusetts Mutual Life Insurance Company and
      United of Omaha Life Insurance Company, incorporated
      herein by reference to Exhibit 4.9 of Registrant's
      Annual Report on Form 10-K for the fiscal year ended
      December 28, 1991, filed with the Commission on March
      26, 1992, Commission File No. 2-66296.
4.3   Note Agreement dated December 15, 1992 between
      Roundy's, Inc. and Connecticut Mutual Life Insurance
      Company, The Ohio National Life Insurance Company,
      Provident Mutual Life Insurance Company of
      Philadelphia, Providentmutual Life and Annuity
      Company of America, Guarantee Mutual Life Company,
      Woodmen Accident and Life Company and United of Omaha
      Life Insurance Company, incorporated herein by
      reference to Exhibit 4.11 of Registrant's Annual
      Report on Form 10-K for the fiscal year ended January
      2, 1993, filed with the Commission on March 30, 1993,
      Commission File No. 2-66296.
4.4   Policy Regarding Issuance and Sales of Roundy's, Inc.
      Stock, incorporated herein by reference to Exhibit
      4.11 of Registrant's Registration Statement on Form S-
      2 (File No. 33-57505) filed with the Commission on
      January 30, 1995 (included as Exhibit E to the
      prospectus which forms a part of the Registration
      Statement).
4.5   Note Agreement dated December 22, 1993 (effective
      December 22, 1993), between Roundy's, Inc. and The
      Variable Annuity Life Insurance Company, The Life
      Insurance Company of Virginia, Phoenix Home Life
      Mutual Insurance Company, Phoenix American Life
      Insurance Company, Washington National Insurance
      Company, and TMG Life Insurance Company, incorporated
      herein by reference to Exhibit 4.14 of Registrant's
      Annual Report on Form 10-K for the fiscal year ended
      January 1, 1994, filed with the Commission on March
      31, 1994, Commission File No. 2-66296.
4.6   Form of Subscription Agreement, incorporated by
      reference to Exhibit 4.14 of Registrant's
      Registration Statement on Form S-2 (File No. 33-
      57505) filed with the Commission on January 30, 1995
      (included as Exhibit A to the prospectus which forms
      a part of the Registration Statement).
4.7   Form of Buying Deposit Agreement, incorporated by
      reference to Exhibit 4.15 of Registrant's
      Registration Statement on Form S-2 (File No. 33-
      57505) filed with the Commission on January 30, 1995
      (included as Exhibit B to the prospectus which forms
      a part of the Registration Statement).
4.8   Article V of Registrant's By-Laws "Fiscal Year
      Accounting and Patronage Rebates," as amended on
      December 12, 1989, incorporated by reference to
      Exhibit 4.16 of Registrant's Registration Statement
      on Form S-2 (File No. 33-57505) filed with the
      Commission on January 30, 1995 (included as Exhibit C
      to the prospectus which forms a part of the
      Registration Statement).
4.9   First Amendment dated May 1, 1996 to Note Agreements
      dated December 15, 1991 and Note Agreements dated
      December 15, 1992 and Note Agreements dated December
      22, 1993, incorporated herein by reference to Exhibit
      4.16 of Registrant's Form 10-Q for the quarterly
      period ended June 29, 1996, filed with the Commission
      on August 13, 1996, Commission File No. 33-57505.
4.10  Note Agreement dated May 15, 1996 between Roundy's,
      Inc. and The Ohio National Life Insurance, Phoenix
      American Life Insurance Company, Provident Mutual
      Life Insurance, Providentmutual Life and Annuity
      Company of America, United of Omaha Life Insurance
      Company, John Alden Life Insurance Company, Oxford
      Life Insurance Company, The Security Mutual Life
      Insurance Company of Lincoln, Nebraska and Woodman
      Accident and Life Company, incorporated herein by
      reference to Exhibit 4.17 of Registrant's Form 10-Q
      for the quarterly period ended June 29, 1996, filed
      with the Commission on August 13, 1996, Commission
      File No. 33-57505.
4.11  Credit Agreement dated December 13, 1996, between
      Roundy's, Inc. and PNC Bank, NA (as agent),
      incorporated herein by reference to Exhibit 4.11 at
      Registrant's Annual Report on Form 10-K for the
      fiscal year ended December 28, 1996, filed with the
      Commission on March 26, 1997, Commission File No. 33-
      57505.
9     Amended and Restated Voting Trust Agreement dated
      September 16, 1983, incorporated herein by reference
      to Exhibit 9 of Registrant's Annual Report on Form 10-
      K for the year ended December 31, 1983, filed with
      the Commission on March 30, 1984, Commission File No.
      2-66296.
9(a)  Amendments No. 1 and 2, dated April 8, 1986 to
      Amended and Restated Voting Trust Agreement,
      incorporated herein by reference to Exhibit 9(a) of
      Registrant's Registration Statement on Form S-2 (File
      No. 2-66296), dated April 29, 1986.
9(b)  Amendment No. 1987-1 to Amended and Restated Voting
      Trust Agreement, incorporated herein by reference to
      Exhibit 9(b) of Registrant's Registration Statement
      on Form S-2 (File No. 2-66296), dated April 29, 1987.
9(c)  Amendment 1995-1 to the Roundy's, Inc. Voting Trust
      Agreement, incorporated herein by reference to
      Exhibit 9(c) of Registrant's Registration Statement
      on Form S-2 (File No. 33-57505), dated May 1, 1995.
9(d)  Amendment 1995-2 to the Roundy's, Inc. Voting Trust
      Agreement, incorporated herein by reference to
      Exhibit 9(d) of Registrant's Registration Statement
      on Form S-2 (File No. 33-57505), dated April 26,
      1996.
10.1  Deferred Compensation Agreement plan between the
      Registrant and certain executive officers including
      Messrs. Lestina, Ranus, Beketic, Sullivan and
      Schmitt, incorporated herein by reference to Exhibit
      10.1, of Registrant's Registration Statement on Form
      S-2 (File No. 33-57505) dated April 24, 1997.
10.2  Directors and Officers Liability and Corporation
      Reimbursement Policy issued by American Casualty
      Company of Reading, Pennsylvania (CNA Insurance
      Companies) as of June 13, 1986, incorporated herein
      by reference to Exhibit 10.3 of Registrant's Annual
      Report on Form 10-K for the fiscal year ended January
      3, 1987, filed with the Commission on April 3, 1987,
      Commission File No. 2-66296.
10.2(a) Declarations page for renewal through November 1,
      1998 of Directors and Officers Liability and
      Corporation Reimbursement Policy.  FILED HEREWITH.
10.3  1991 Stock Incentive Plan, revised February 9, 1993,
      incorporated herein by reference to Exhibit 10.6 of
      Registrant's Annual Report on Form 10-K for the
      fiscal year ended January 2, 1993, filed with the
      Commission on March 30, 1993, Commission File No. 2-
      66296.
10.4  Severance and Non-Competition Agreement between the
      Registrant and Gerald F. Lestina, incorporated herein
      by reference to Exhibit 10.4 of Registrant's Annual
      Report on Form 10-K for the fiscal year ended
      December 30, 1995, filed with the Commission on March
      28, 1996, Commission File No. 33-57505.
10.5  Roundy's, Inc. Deferred Compensation Plan, effective
      March 19, 1996, incorporated herein by reference to
      Exhibit 10.5 of Registrant's Registration Statement
      on Form S-2 (File No. 33-57505), dated April 26,
      1996.
13    1997 Annual Report to Stockholders of Roundy's, Inc.
      FILED HEREWITH.
21    Subsidiaries of Roundy's, Inc.  FILED HEREWITH.
27    Financial Data Schedule.  FILED HEREWITH.