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 December 30, 2000
                          -----------------

                             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:  002-94984
                         ---------
                           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:  (262)953-7999
                                                     -------------

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 16, 2001, 9,800 shares of Class A (voting) Common Stock and
1,033,685 shares of Class B (non-voting) Common Stock were outstanding.
All of the outstanding shares of Class A Common Stock on March 16, 2001
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
          ---------                          ----------------------
          Portions of Annual Report to       Part II, Items 6, 7, 8
          Stockholders for the year
          ended December 30, 2000
<PAGE>

                                 PART I

The discussions in this Annual Report on Form 10-K and in the Company's
2000 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 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, New York, Oklahoma,
Minnesota, Pennsylvania, Tennessee and West Virginia.  As of December 30, 2000,
the Company also owns and operates 37 retail warehouse food stores under the
name "Pick 'n Save" or "Park & Save" and six conventional food stores under the
names "Park & Shop" and "Orchard 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 792
independent 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 (262)953-7999.  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 December 31.  In this report, unless the
context indicates otherwise, the terms "2000" and "fiscal 2000" refer to the
52-week fiscal year ended December 30, 2000; the terms "1999" and "fiscal 1999"
refer to the 52-week fiscal year ended January 1, 2000; and the terms "1998"
and "fiscal 1998" refer to the 52-week fiscal year ended January 2, 1999.
<PAGE>

                     CAPITAL STRUCTURE/PATRONAGE DIVIDENDS
                     -------------------------------------

As of December 30, 2000, all of Roundy's outstanding Class A (Voting) Common
Stock is beneficially owned by the owners ("stockholder-customers") of 98
retail grocery stores serviced by Roundy's.  These stockholder-customers, who
own approximately 65% of the combined total of Class A Common and Class B
Common, may receive patronage dividends from Roundy's based on the level of
their purchases from Roundy's.  Approximately 35% 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.  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 8% in the book value of
outstanding Roundy's stock as of the close of such year (calculated after the
payment of patronage dividends).  In the event that such net earnings level is
not reached, no patronage dividends will be paid for that year.  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 2000,
1999 and 1998 were generally payable 30% in cash and 70% in Class B Common.

                      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. 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 successfully challenge Roundy's
cooperative 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 which were deducted by Roundy's.  Roundy's
thereafter might incur significantly increased consolidated Federal income tax
liabilities in future tax years.
<PAGE>

Roundy's subsidiaries do not operate as cooperatives.  The customers serviced
by these wholesaler subsidiaries are independent grocers, operating 694 retail
stores.  They do not receive patronage dividends.

                          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 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
$203,030,000, $182,855,000 and $173,339,000 of the Company's sales during fiscal
2000, 1999 and 1998, respectively.  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 9% of the
Company's purchases in fiscal 2000.

As described above, Roundy's, not including its subsidiaries, has historically
operated on a cooperative basis with respect to its wholesale food distribution
business.  Roundy's cooperative operations accounted for approximately 27% of
the Company's consolidated net sales and service fees for fiscal 2000, 40% for
fiscal 1999 and 39% for fiscal 1998.  At December 30, 2000, Roundy's had 54
stockholder-customers actively engaged in the retail grocery business, operating
a total of 98 retail grocery stores.  Roundy's cooperative wholesale food
business is focused primarily in Wisconsin, where all but 3 of the 98 retail
grocery stores are located (3 are in Illinois).  At December 30, 2000, the
Company (including its subsidiaries) had 694 independent retail food store
customers.  Sales by the Company to the independent retail food stores accounted
for 43%, 48% and 50% of the Company's consolidated net sales and service fees
for fiscal 2000, 1999 and 1998, 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 a
14 state area the Company serviced 98 retail grocery stores operated by its
stockholder-customers, 694 retail stores operated by non-stockholders and 43
Company-owned and operated retail stores during fiscal 2000.  Of the Company's
consolidated net sales and service fees for this period, $478,885,700 or 16.1%
was attributable to five customers.  Approximately 77% or 644 retail stores
purchased less than $3,000,000 each from the Company in fiscal 2000.  138
customers owned more than one retail food store, with one customer owning 36
retail food stores.

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.

<PAGE>
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 December 30, 2000 were as follows:
<TABLE>
<CAPTION>

                                        Outstanding
             Number                       Balance          Range of      Range of
               of        Original          as of           Interest      Maturity
              Loans       Amount     December 30,2000        Rates         Dates
             ------      --------    ----------------      --------      --------
<S>          <C>         <C>            <C>                <C>           <C>

Inventory
Equipment
Loans        79          $22,240,600    $10,457,600        Variable(1)   1999-2010

     (1)  Variable rates based on the Company's cost of borrowing.
     </TABLE>

The Company's guarantees of customer bank loans and customer leases amounted to
$25,100 at December 30, 2000.

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 2001 to 2023.  Aggregate lease rentals received under this program were
$23,282,700, $23,312,300 and $23,207,000 in fiscal 2000, 1999 and 1998,
respectively.

<PAGE>
Marketing and Distribution of Products
--------------------------------------

The Company generally distributes its various product lines by a fleet of 263
tractor cabs and 702 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 storeowners are
considered delinquent if not paid on the statement date.  Accounts of multiple
stores 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 0.1% of sales.  In 2000, 1999 and 1998, the Company's bad debt
(reduction)/expense was $(822,200), $1,596,100, and $2,189,300, 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.
<PAGE>

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

The Company operates two types of corporate retail stores (high volume-limited
service warehouse 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 131,000 square feet per store.  Conventional
retail stores operated under the names "Park & Shop" or "Orchard Foods"
generally emphasize full service to the customer at competitive prices.  These
stores range from 10,000 to 30,000 square feet.  The number of stores operated
by the Company at the end of its three most recent fiscal years were as follows:

<TABLE>
<CAPTION>

        Type of Store               2000     1999     1998
----------------------------        ----     ----     ----
<S>                                  <C>      <C>      <C>
High Volume-Limited Service
Stores......................         37       14       13
Conventional Retail Stores..          6        9        6

</TABLE>

Sales by Company-operated stores during the three most recent fiscal years were
$891,666,200, $323,857,300 and $284,127,500 for fiscal 2000, 1999 and 1998,
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 December 30, 2000, the Company employed 1,262 full-time executive,
administrative and clerical employees, 1,458 warehouse and processing
employees and drivers, 2,503 retail employees and had 3,848 part-time employees.
Substantially all of the Company's warehouse employees, drivers and retail
employees are represented by unions, with contracts expiring in 2001 through
2003.  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.
<PAGE>


                                  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 53% 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 2000.

In competing for customers, emphasis is placed on high quality and a wide
assortment of products, 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:
<PAGE>

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 investment in,
or consolidation of, distribution centers; and 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 - The Company is involved in various litigation matters arising in
the normal course of business.  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 LIST SHOULD NOT BE CONSTRUED AS EXHAUSTIVE AND THE COMPANY
DISCLAIMS ANY OBLIGATION TO UPDATE 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.
<PAGE>

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

The Company's principal executive offices are located in Pewaukee, Wisconsin on
a 7-acre site, which is owned by Roundy's.

Wholesale activities are conducted by the Company from the following warehouses:
<TABLE>
<CAPTION>

                                                                   Approximate
                                                                    Warehouse
     Location                Products Distributed                 Square Footage
--------------------         -----------------------              --------------
<S>                          <C>                                  <C>
Wauwatosa, Wisconsin         All product lines,                   745,000 (O)
(four facilities)            except nonfood products              242,000 (L)

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

Westville, Indiana           All product lines,                   683,000 (O)
                             except nonfood
                             products

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

Eldorado, Illinois           Dry grocery products                 384,000 (O)

Evansville, Indiana          Frozen food, meat                    136,000 (O)
                             and dairy products

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

Muskegon, Michigan           All product lines,                   215,000 (O)
                             except produce,
                             frozen food, and
                             nonfood products

                    O = Owned               L = Leased
</TABLE>

In addition to the above, as of December 30, 2000, the Company operates 43
retail grocery stores, ranging from 10,000 to 131,000 square feet.  These
facilities are primarily leased.  As of March 16, 2001, the Company owns and
operates 41 retail grocery stores.

The Company believes its current properties are well maintained and, in general,
are adequately sized to house existing operations.
<PAGE>

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

The Company's transportation fleet for distribution operations as of
December 30, 2000 consisted of 263 tractor cabs, 702 trailers and 10 straight
delivery trucks.  In addition, the Company owns 28 automobiles and 27 vans.  The
fleet is primarily owned by the Company.

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 Company believes that 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 consolidated financial statements, although no
assurance to that effect can be given.  See "Cautionary Statements - Litigation"
above.

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 2000.

                                   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 December 30, 2000, 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 54 holders of such Certificates on
December 30, 2000.  On December 30, 2000 an aggregate of 193 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 consolidated
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.
<PAGE>

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 December
30, 2000 (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 7A.  Market Risk Sensitivity
          -----------------------

The Company is exposed to market risk relating to changes in interest rates.
As disclosed in Note 5 to the Consolidated Financial Statements, the Company
uses an interest rate swap to hedge its exposure to interest rate changes.  Any
change in the value of the swap would be significantly offset by an inverse
change in the value of the underlying hedged items.

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
302(a)(5) of Regulation S-K.

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

<PAGE>
                                   PART III

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

The Directors and Executive Officers of Roundy's are as follows:
<TABLE>
<CAPTION>

                                         Position(s) Held with Roundy's
Name                         Age         And Business Experience
------------------------     ---         ------------------------------
<S>                          <C>         <C>
Gerald F. Lestina            58          President and Chief Executive
                                         Officer since 1995; Director since
                                         1991 (term expires 2002)

Londell J. Behm              50          Vice President of Advertising since
                                         1987

Ralph D. Beketic             54          Vice President - Wholesale since
                                         1996

David C. Busch               52          Vice President of Administration
                                         since 1993

Gary L. Fryda                48          Vice President of Corporate Retail
                                         since 2000; President and Chief
                                         Executive Officer of Mega Marts,
                                         Inc. 1987-2000

Edward G. Kitz               47          Vice President, Secretary &
                                         Treasurer since 1995

Charles H. Kosmaler, Jr.     58          Vice President of Planning and
                                         Information Services since 1999;
                                         Vice President of Logistics and
                                         Planning 1993-1998

Debra A. Lawson              45          Vice President of Human Resources
                                         since 1997; Vice President
                                         Administration-Milwaukee Division
                                         1994-1996

John E. Paterson             53          Vice President of Distribution since
                                         1997; Vice President of Operations-
                                         Milwaukee Division 1993-1996

Robert D. Ranus              60          Vice President and Chief Financial
                                         Officer since 1987; Director since
                                         1987 (term expires 2003)

Michael J. Schmitt           52          Vice President - Sales and
                                         Development since 1995

Marion H. Sullivan           54          Vice President of Marketing since
                                         1989

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                         Position(s) Held with Roundy's
Name                         Age         And Business Experience
-----------------------      ---         ------------------------------
<S>                          <C>         <C>
Robert E. Bartels            63          Director since 1994 (term expires
                                         2003); President and Chief
                                         Executive Officer of Martin's Super
                                         Markets, Inc., South Bend, Indiana

Charles R. Bonson            54          Director since 1994 (term expires
                                         2003); President of Bonson's
                                         Foods, Inc., Eagle River, Wisconsin

Robert S. Gold               58          Director since 1998 (term expires
                                         2001); President and Stockholder of
                                         B. & H. Gold Corporation, Gold's
                                         Market, Inc., Gold's, Inc. and
                                         Gold's of Mequon, LLC in Brown Deer,
                                         Milwaukee, Grafton and Mequon,
                                         Wisconsin

George C. Kaiser             68          Director since 1986 (term expires
                                         2001); Chief Executive Officer of
                                         George C. Kaiser and Co. since 1988

Henry Karbiner, Jr.          60          Director since 1999 (term expires
                                         2002); Chairman, President and
                                         Director of both Tri City National
                                         Bank and Tri City Bankshares
                                         Corporation, Oak Creek, Wisconsin

Patrick D. McAdams           51          Director since 1995 (term expires
                                         2001); General Manager and Treasurer
                                         of McAdams, Inc., Wales, Wisconsin

George E. Prescott           53          Director since 1999 (term expires
                                         2002); Chairman and Chief Executive
                                         Officer of Prescott's Supermarkets,
                                         Inc., West Bend, Wisconsin

Gary R. Sarner               54          Director since 1997 (term expires
                                         2001); Chairman and Chief Executive
                                         Officer of Total Logistic Control,
                                         LLC since 1996; President and Chief
                                         Operating Officer of Christiana
                                         Companies, Inc. 1992-1997
</TABLE>
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, Gold, 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.
<PAGE>
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").
<TABLE>
<CAPTION>
                          SUMMARY COMPENSATION TABLE

                             Annual Compensation(2)
                             ----------------------
                                                          Long-Term
                                                         Compensation         All
                                                         ------------        Other
Name and                                                  Securities         Compen-
Principal                                                 Underlying         sation
Position               Year    Salary (1)     Bonus         Options            (3)
-------------------    ----    ----------    -------     ------------        -------
<S>                    <C>     <C>           <C>            <C>              <C>
Gerald F. Lestina      2000    $475,000      $166,250          -             $12,895
President and Chief    1999     410,231       126,646          -              12,625
Executive Officer      1998     380,000       114,000       4,000             12,152

Robert D. Ranus        2000     240,000        84,000          -              12,070
Vice President and     1999     232,500        69,283          -              11,613
Chief Financial        1998     227,500        68,250          -               8,829
Officer

Ralph D. Beketic       2000     210,000        73,500          -              14,951
Vice President-        1999     195,077        59,598          -              13,869
Wholesale              1998     182,000        54,600          -              13,147

Marion H. Sullivan     2000     190,000        66,500          -              10,315
Vice President of      1999     180,000        53,638          -              10,296
Marketing              1998     172,000        51,600          -               6,993

Michael J. Schmitt     2000     190,000        66,500          -               8,601
Vice President -       1999     172,616        53,638          -               7,908
Sales & Development    1998     160,000        48,000          -               6,880
</TABLE>
(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 2000, 1999, and 1998, 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 2000 - Mr. Lestina:
     $8,395 and $4,500.  Mr. Ranus:  $6,820 and $5,250.  Mr. Beketic:  $10,451
     and $4,500.  Mr. Sullivan:  $5,815 and $4,500.  Mr. Schmitt:  $3,501 and
     $5,100.  For 1999 - Mr. Lestina:  $7,625 and $5,000.  Mr. Ranus:  $6,613
     and $5,000.  Mr. Beketic:  $9,419 and $4,450.  Mr. Sullivan:  $5,844 and
     $4,452.  Mr. Schmitt:  $3,329 and $4,579.  For 1998 - Mr. Lestina:  $7,152
     and $5,000.  Mr. Ranus:  $3,829 and $5,000.  Mr. Beketic:  $9,347 and
     $3,800.  Mr. Sullivan:  $2,725 and $4,268.  Mr. Schmitt: $3,192 and $3,688.
<PAGE>


Life Insurance
--------------
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.

Change in Control
-----------------
Roundy's has Deferred Compensation Agreements with certain executive officers,
including Messrs. 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."

Deferred Compensation Plan
--------------------------
The Company established a Deferred Compensation Plan (the "Plan"), applicable to
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 Directors approve an amount in excess of
that limit.  For 2000, the Board of Directors approved an annual deferral of
$216,000.  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.
<PAGE>
Severance and Non-Competition Agreement
---------------------------------------
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 a
"severance benefit" over a period of two years following the termination date,
without interest, provided that if such termination occurs within a three year
period following a "change in control," as defined in the agreement, then the
entire amount of the severance benefit shall be paid in a lump sum within 30
days after the termination date.  The "severance benefit" means the sum of the
following multiplied by two: (i) Mr. Lestina's annual base salary in effect as
of the termination date; plus (ii) the amount of any bonus paid or payable to
Mr. Lestina for the preceding fiscal year.  Upon a termination, Roundy's will
continue to provide to Mr. Lestina those health and life insurance benefits to
which he was entitled as of the termination date, for a period of two years.
If Mr. Lestina ceases to be employed by Roundy's (including by reason of his
death) at any time after attaining age 55 (he is currently 58) 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,
the deaths of Mr. Lestina and his spouse.

For a period of one year following the termination of Mr. Lestina's employment
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.

Other
-----
Pursuant to a resolution of the Board of Directors of Roundy's, if Mr. Ranus
ceases to be employed by Roundy's (including by reason of his death) at any
time after attaining age 55 (he is currently 60) 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. Ranus, his spouse and son under the
employee health, medical and life insurance plans maintained by Roundy's for its
executive personnel, until, in addition to other parameters, the deaths of
Mr. Ranus, his spouse and son.
<PAGE>
Stock Incentive Plan
--------------------
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 Compensation 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 Fair Market Value, as defined in the plan, per share of the
Company's common stock as of the date on which 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 2000.

Option/SAR Exercises
--------------------
The following table provides information on the Named Executive Officers' option
and SAR exercises in 2000 and the value of unexercised options at December 30,
2000.
<TABLE>
<CAPTION>

                                                                 Number of
                                                                Unexercised
                          Shares                                 (A)Options                   Value ($) of
                         Acquired                                 (B)SARs                 Unexercised In-The
                        On Exercise                             at 12/30/00                Money (A)Options
                        (A)Options           Value($)           Exercisable/              (B)SARs at 12/30/00
Name                      (B)SARs            Realized           Unexercisable            Exercisable/Unexercisable
------------------      -----------          --------           -------------            -------------------------
<S>                     <C>                  <C>                <C>                      <C>                <C>
Gerald F. Lestina       (A)   -                  -              20,166/1,334             1,682,125          65,700
                        (B)   -                  -                    -                       -               -

Robert D. Ranus         (A)   -                  -              10,500/ -                1,005,125            -
                        (B)   -                  -                    -                       -               -

Ralph D. Beketic        (A)   -                  -               2,000/ -                  161,725            -
                        (B)   -                  -               1,900/  100               165,175           8,850

Marion H. Sullivan      (A)   -                  -               1,500/ -                  147,925            -
                        (B)   -                  -               2,450/   50               225,850           4,425

Michael J. Schmitt      (A)   -                  -               3,300/  200               307,225          17,700
                        (B)   -                  -               1,500/ -                  147,925            -

</TABLE>
<PAGE>
Retirement Plan
---------------
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 December 30, 2000, at the age
of 65:
<TABLE>
<CAPTION>

Average Annual                          Annual Pension After Specified
 Compensation                              Years of Credited Service
 During Last
Five Completed
Calendar Years      10 Years      15 Years      20 Years      25 Years     30 Years     35 Years
------------------------------------------------------------------------------------------------
<S>                 <C>           <C>           <C>           <C>          <C>          <C>
$100,000            $20,000       $30,000       $40,000       $50,000      $55,000      $60,000
 125,000             25,000        37,500        50,000        62,500       68,800       75,000
 150,000             30,000        45,000        60,000        75,000       82,500       90,000
 175,000             32,000        48,000        64,000        80,000       88,000       96,000
 200,000             32,000        48,000        64,000        80,000       88,000       96,000
 225,000             32,000        48,000        64,000        80,000       88,000       96,000
 250,000             33,100        50,800        68,600        86,400       96,100      105,400
 300,000             35,200        56,500        77,800        99,200      112,500      124,200
 400,000             35,600        57,500        79,400       101,300      115,200      127,400
 450,000             35,600        57,500        79,400       101,300      115,200      127,400
 500,000             35,600        57,500        79,400       101,300      115,200      128,100

</TABLE>
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:  31 years, Mr. Ranus:  14 years, Mr. Beketic:  10 years,
Mr. Sullivan:  13 years, and Mr. Schmitt:  23 years.

<PAGE>
Supplemental Plan
-----------------
Messrs. Lestina, Ranus, Beketic and Sullivan participate in the Roundy's, Inc.
Supplemental Employee Retirement Plan (the "Supplemental Plan") which is
designed to supplement the retirement benefits which are payable through the
Roundy's, Inc. Retirement Plan (the "Retirement Plan"), so that the effects of
the limitation on compensation under the Retirement Plan due to Section
401(a) (17) of the Internal Revenue Code are eliminated.  The benefit under the
Supplemental Plan is equal to the difference between (i) 50% of the
participant's final average annual earnings for the last 5 years and (ii) the
value of the participant's benefits under the Retirement Plan, payable in the
form of a 15 year term certain annuity.  A survivor benefit is payable to the
participant's beneficiary.  The Company established a Trust to hold assets to
be used to pay benefits under the Supplemental Plan, however, the rights of any
participant, beneficiary or estate to benefits under the Supplemental Plan are
solely those of an unsecured creditor of Roundy's.  Roundy's has purchased life
insurance policies on the lives of the participant's to fund its liabilities
under the Supplemental Plan.

Directors Compensation
----------------------
Directors who are employees of Roundy's receive no fees for serving as
Directors.  Customer-directors each received $500 per meeting during 2000;
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 2000.


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 December 30, 2000, 9,800 shares of Class A Common and
1,013,559 shares of Class B Common were outstanding.
<PAGE>
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 Roundy's was
organized.  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.  As of March 16, 2001, 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 Retailer
Director each year and two every three years), 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, Gary N. Gundlach,
Bronson J. Haase, Edward G. Kitz, Gerald F. Lestina, David J. Spiegelhoff, and
Robert R. Spitzer.  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. Gundlach is the owner of Pick `n Save retail stores in Columbus,
DeForest, Fort Atkinson, Madison, McFarland, Stoughton and Sun Prairie,
Wisconsin, and is a stockholder-customer of Roundy's.  Mr. Spiegelhoff is Vice
President of Spiegelhoff Super Food Market, 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.

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.

<PAGE>
The following table sets forth the beneficial ownership of equity securities of
Roundy's as of March 16, 2001, 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
Class A Common Stock, which is the Company's only class of voting securities.
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 Voting Trust Certificates representing
shares of Class A Common.
<TABLE>
<CAPTION>

                                        Beneficial Ownership (1)
                                   ------------------------------------
                                   Class A Common     Class B   Common
                                   ---------------    -----------------
                                   Number  Percent    Number    Percent
                                     of      of         of        of
                                   Shares   Class     Shares     Class
                                             (2)                  (2)
                                   ---------------    -----------------
<S>                                <C>     <C>        <C>       <C>
Woodman's Food Market, Inc. (3)    800     8.16%      105,344   10.19%
McAdams, Inc. (4)                  700     7.14%       84,463    8.17%
Gerald F. Lestina (5)               (6)      (6)       24,606    2.33%
Robert D. Ranus (7)                 (6)      (6)       14,925    1.43%
George C. Kaiser (8)                (6)      (6)        5,167     *
Henry Karbiner, Jr.                 (6)      (6)          500     *
Robert E. Bartels (9)               (6)      (6)        5,416     *
Gary R. Sarner                      (6)      (6)        1,833     *
George E. Prescott (10)            700     7.14%       91,114    8.81%
Gary N. Gundlach (11)              700     7.14%       34,018    3.29%
David J. Spiegelhoff (17)          500     5.10%       35,219    3.41%
Robert S. Gold (16)                400     4.08%       41,480    4.01%
Charles R. Bonson (12)             200     2.04%       22,933    2.22%
Patrick D. McAdams (4)             700     7.14%       84,463    8.17%
Ralph D. Beketic (13)               (6)      (6)        2,000     *
Marion H. Sullivan (14)             (6)      (6)        1,500     *
Michael J. Schmitt (15)             (6)      (6)        5,617     *
All Directors and Executive      2,000    20.41%      315,504   29.17%
Officers as a Group (18)
</TABLE>

( 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 W320 S1807 State Road 83, Wales, Wisconsin 53183, 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.
<PAGE>
( 5)  Includes options for 21,500 shares that are exercisable within 60 days of
      March 16, 2001.
( 6)  The Class A Common may only be held by the owners ("stockholder-
      customers") of retail grocery stores serviced by Roundy's.
( 7)  Includes options for 10,500 shares that are exercisable within 60 days of
      March 16, 2001.
( 8)  Includes 667 shares owned by FTC Master Profit Sharing Plan for George C.
      Kaiser & Company.
( 9)  Includes 3,949 shares owned by Martin's Super Markets, Inc., of which Mr.
      Bartels is President and shareholder.
(10)  Includes 700 shares of Class A Common Stock and 62,356 shares of Class B
      Common Stock owned by Prescott's Supermarkets, Inc. of which Mr. Prescott
      is the principal shareholder; also includes 11,895 shares of Class B
      Common Stock owned by the George E. Prescott and Judith A. Prescott
      Revocable Trust of which George E. Prescott is Trustee; 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.
(11)  Relates to shares owned by Gary N. Gundlach, as sole proprietor and of
      GEM, Inc. of which Mr. Gundlach is principal shareholder.
(12)  Relates to shares owned by Bonson's Foods, Inc. of which Mr. Bonson is
      principal shareholder.
(13)  Includes options for 2,000 shares that are exercisable within 60 days of
      March 16, 2001.
(14)  Includes options for 1,500 shares that are exercisable within 60 days of
      March 16, 2001.
(15)  Includes options for 3,300 shares that are exercisable within 60 days of
      March 16, 2001.
(16)  Relates to shares owned by Robert S. Gold, as a sole proprietor, and
      B. & H. Gold Corp., Gold's Market, Inc., Gold's, Inc. and Gold's of
      Mequon, LLC, of which Mr. Gold is principal shareholder.
(17)  Relates to shares owned by Spiegelhoff's Super Food Market, Inc. of which
      Mr. Spiegelhoff is a shareholder.
(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. Bonson, Gold, McAdams and Prescott.
      The group of directors and executive officers who own or may own Class B
      Common consists of twenty (20) persons.  The total shown for Class B
      Common for the group includes options for 47,800 shares that are
      exercisable within 60 days of March 16, 2001, but does not include options
      for an additional 200 shares that have been granted but are not
      exercisable within 60 days of March 16, 2001.

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

      Acquisition of Mega Marts, Inc. and certain assets of NDC, Inc.
      ---------------------------------------------------------------
The  acquisition of Mega Marts, Inc., and certain assets of NDC, Inc., as
reported in our Form 10-K for the year ended January 1, 2000, was completed on
March 31, 2000.  Further information is contained in the Company's current
report on Form 8-K filed with the commission on April 14, 2000.

Mega Marts and NDC beneficially owned 15.04% of the voting securities of
Roundy's, Inc. as of March 15, 2000 and Henry Karbiner, Jr., who is an officer
of Tri City National Bank and Tri City Bankshares Corporation, which the Company
believes are affiliates of Mega Marts and NDC, is a director of Roundy's, Inc.
<PAGE>
      Sale of Certain Assets to Prescott Supermarkets, Inc.
      -----------------------------------------------------
On January 28, 2000, Roundy's, Inc. sold certain assets and inventory of a
retail grocery store to Prescott Supermarkets, Inc. for a price of approximately
$4,100,000.  The sale price for these assets was determined pursuant to arm's
length negotiations between management and representatives of the Company and
management and representatives of Prescott Supermarkets, Inc.  Several officers
of the registrant, under the direction of Gerald F. Lestina, were primarily
responsible for determining the purchase price for these assets.  Prescott
Supermarkets, Inc. beneficially owns 7.14% of the voting securities of Roundy's,
Inc. and George E. Prescott, a shareholder of Prescott Supermarkets, Inc., is a
director of Roundy's, Inc.

      Merchandise Purchases and Other Transactions
      --------------------------------------------
Certain of the Roundy's, Inc. Directors, Retailer Trustees of the Roundy's,
Inc. Voting Trust, and owners of more than 5% of the outstanding Voting Trust
Certificates as of March 16, 2001 own and/or operate retail food stores which
purchase merchandise from the Company.  The Company also engages in certain
other transactions with such retail food stores and other affiliates of such
persons.  All of such merchandise purchases are made from the Company, and all
such other transactions are engaged in, in the ordinary course of business and
on the same basis and conditions as merchandise purchases and other similar
transactions between the Company and its other stockholder-customers.  The
following table and the notes thereto set forth certain information about such
transactions:
<TABLE>
<CAPTION>

                                    Merchandise Purchases (Amount)
                                                 2000
                                           ---------------
<S>                                        <C>
Robert E. Bartels (1)                      $125,352,900
Charles R. Bonson (2)                        18,244,000
Victor C. Burnstad (3)                       22,003,400
Robert S. Gold (4)                           68,348,500
Gary N. Gundlach (5)                         68,759,800
Patrick D. McAdams/
  McAdams, Inc. (6)                         102,036,500
David J. Spiegelhoff (7)                     50,578,800
George E. Prescott/
  Prescott Supermarkets, Inc. (8)           105,687,200
Woodman's Food Market, Inc.                  57,413,700
Gary R. Sarner (9)                               n/a
</TABLE>

1.  Through Martin's Super Markets, Inc.

2.  Through Bonson's Foods, Inc., Bonson's Foods, Inc. is currently subleasing
    land and buildings from the Company for seven years for an annual rental of
    approximately $137,400.  In June 1998, Bonson's Foods, Inc. issued
    promissory notes to Roundy's, Inc. in the amount of $500,000. The amount
    outstanding as of December 30, 2000 was $389,000.

<PAGE>
3.  Through Burnstad Bros., Inc., Burnstad Bros., Inc. is currently subleasing
    land and a building from the Company for a period of two years, for an
    annual rental of approximately $44,000.

4.  Through B. & H. Gold Corporation, Gold's Market, Inc., Gold's, Inc., and
    Gold's of Mequon LLC. are currently subleasing land and buildings from the
    Company for periods of five to 23 years at four store sites, for an
    aggregate annual rental of approximately $1,197,600.

5.  Through retail grocery stores owned by Mr. Gundlach as sole proprietor, Mr.
    Gundlach is currently subleasing land and buildings from the Company for
    periods of eight to 19 year at five store sites, for an aggregate annual
    rental of approximately $1,481,700.

6.  Through McAdams, Inc., McAdams, Inc. is currently subleasing land and
    buildings from the Company for periods of 9 and 10 years at two store sites,
    for an aggregate annual rental of approximately $554,800.

7.  Through Spiegelhoff's Super Food Market, Inc., Spiegelhoff's Super Food
    Market, Inc. is currently subleasing land and buildings from the Company for
    periods of six to 20 years at five store sites for an aggregate annual
    rental of approximately $1,629,500.

8.  Prescott Supermarkets, Inc. is currently subleasing land and buildings from
    the Company for periods of four to 16 years at six store sites, for an
    aggregate annual rental of approximately $2,293,700.

9.  The Company made payments in fiscal 2000 aggregating $2,119,000 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 December
30, 2000, filed as an exhibit hereto:

     Independent Auditors' Report
     Statements of Consolidated Earnings for the years ended
     December 30, 2000, January 1, 2000 and January 2, 1999
     Consolidated Balance Sheets at December 30, 2000 and January 1, 2000
     Statements of Consolidated Stockholders' Equity for the years ended
       December 30, 2000, January 1, 2000 and January 2, 1999
     Statements of Consolidated Cash Flows for the years ended
       December 30, 2000, January 1, 2000 and January 2, 1999
     Notes to Consolidated Financial Statements

(a)(2)    Financial Statement Schedules for the years ended December 30, 2000,
          January 1, 2000 and January 2, 1999

<PAGE>
                                                               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

2.1  Asset Purchase Agreement by and between the Registrant and Ultra Mart,
     Inc. dated December 23, 1999, incorporated herein by reference to Exhibit
     2.1 of the Registrant's Annual Report on Form 10-K for fiscal year ended
     January 1, 2000, filed with the Commission on March 21, 2000, Commission
     File No. 002-94984.
2.2  Stock Purchase Agreement dated March 31, 2000, by and among Roundy's, Inc.
     and the record and beneficial owners of all of the issued and outstanding
     shares of capital stock of Mega Marts, Inc. incorporated herein by
     reference to Exhibit 2.2 of Registrant's Form 8-K dated April 14, 2000
     filed with the Commission on April 14, 2000, Commission File No. 002-94984.
2.3  Asset Purchase Agreement dated March 31, 2000, by and among Roundy's, Inc.,
     NDC, Inc. and Mega Marts, Inc. incorporated herein by reference to Exhibit
     2.3 of Registrant's Form 8-K dated April 14, 2000, filed with the
     Commission on April 14, 2000, Commission File No. 002-94984.
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. 002-94485) dated December 5, 1984.
3.2  By-Laws of the Company as amended February 24, 1998, incorporated herein
     by reference to Exhibit 3.2 of Registrant's Annual Report on Form 10-K for
     fiscal year ended January 3, 1998, filed with the Commission on April 2,
     1998, Commission File No. 002-94984.
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. 002-94984 (included as Exhibit D to the Prospectus which forms a
     part of the Registration Statement).
4.2  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).
<PAGE>
4.3  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).
4.4  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).
4.5  Article V of Registrant's By-Laws "Fiscal Year Accounting and Patronage
     Rebates," as amended on February 24, 1998, incorporated by reference to
     Exhibit 4.8 of Registrant's Registration Statement on Form S-2 (File No.
     33-57505) filed with the Commission on April 28, 1998 (included as Exhibit
     C to the Prospectus which forms a part of the Registration Statement).
4.6  $170,000,000 Revolving Loans, $80,000,000 Term Loans Credit Agreement among
     Roundy's, Inc., The Lenders, Bank One, Wisconsin, As Agent, Harris Trust
     and Savings Bank and National City Bank as Co-Syndication Agents, and Banc
     One Capital Markets, Inc. as Lead Arranger and Sole Book Runner, dated as
     of March 31, 2000 incorporated herein by reference to Exhibit 4.6 of
     Registrant's Form 8-K dated April 14, 2000, filed with the Commission on
     April 14, 2000, Commission File No. 002-94984.
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. 002-66296 and 002-94984.
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. 002-66296), 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. 002-66296), 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 between the Registrant and certain
     executive officers including Messrs. 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.
10.1(a)
     Amendment to Deferred Compensation Agreement between the Registrant and
     certain executive officers including Messrs. Ranus, Beketic, Sullivan and
     Schmitt, dated March 31, 1998, incorporated herein by reference to
     Registrant's Registration Statement on Form S-2 (File No. 33-57505) filed
     with the Commission on April 28, 1998.
<PAGE>
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. 002-66296 and 002-94984.
10.2(a)
     Declarations page for renewal through November 1, 2001 of Directors and
     Officers Liability and Corporation Reimbursement Policy incorporated herein
     by reference to Exhibit 10.2(a) of Registrant's Annual Report on Form 10-K
     for the fiscal year ended January 1, 2000, filed with the Commission on
     March 21, 2000, Commission File No. 002-94984.
10.3 Severance and Non-Competition Agreement dated April 13, 1998 between the
     Registrant and Gerald F. Lestina, incorporated herein by reference to
     Exhibit 10.4 of Registrant's Registration Statement on Form S-2 dated
     April 28, 1998, Commission File No. 33-57505.
10.4 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.
10.5 1991 Stock Incentive Plan, as amended October 24, 2000.
     FILED HEREWITH
10.6 Form of Stock Appreciation Rights Agreement for certain executive officers
     including Beketic, Sullivan and Schmitt, incorporated herein by reference
     to exhibit 10.7 of Registrant's Form 10-Q for the quarterly period ended
     October 3, 1998, filed with the Commission on November 10, 1998, Commission
     File No. 002-94984.
10.7 Amendment to Severance and Non-Competition Agreement between the Registrant
     and Gerald F. Lestina, incorporated herein by reference to exhibit 10.8 of
     Registrant's Form 10-Q for the quarterly period ended October 3, 1998,
     filed with Commission on November 10, 1998, Commission File No. 002-94984.
10.8 Form of Second Amendment to Deferred Compensation Agreement for certain
     executive officers including Ranus, Beketic, Sullivan and Schmitt,
     incorporated herein by reference to exhibit 10.9 of Registrant's Form 10-Q
     for the quarterly period ended October 3, 1998, filed with the Commission
     on November 10, 1998, Commission File No. 002-94984.
10.9 Roundy's, Inc. Supplemental Employee Retirement Plan for certain executive
     officers including Lestina, Ranus, Beketic and Sullivan, incorporated
     herein by reference to Exhibit 10.9 of Registrant's Form 10-Q for the
     quarterly period ended July 3, 1999, filed with the Commission on August
     9, 1999, Commission No. 002-94984.

10.10
     Asset Purchase Agreement by and between the Registrant and Ultra Mart,
     Inc. dated December 23, 1999, incorporated herein by reference to Exhibit
     2.1 to the Registrant's Annual Report on Form 10-K for fiscal year ended
     January 1, 2000, filed with the Commission on March 21, 2000, Commission
     File No. 002-94984.
<PAGE>
10.11
     Stock Purchase Agreement dated March 31, 2000, by and among Roundy's, Inc.
     and the record and beneficial owners all of the issued and outstanding
     shares of capital stock Mega Marts, Inc. incorporated herein by reference
     to Exhibit 2.2 of Registrant's Form 8-K dated April 14, 2000 filed with
     the Commission on April 14, 2000, Commission File 002-94984.
10.12
     Asset Purchase Agreement dated March 31, 2000, by and among Roundy's, Inc.,
     NDC, Inc. and Mega Marts, Inc. incorporated herein by reference to Exhibit
     2.3 of Registrant's Form 8-K dated April 14, 2000, filed with the
     Commission on April 14, 2000, Commission File No. 002-94984.
10.13
     Employment Contract between the Registrant and Gary L. Fryda dated March
     21, 2000, incorporated herein by reference to Exhibit 10.11 of registrant's
     Form 8-K dated April 14, 2000, filed with the Commission on April 14, 2000,
     Commission File No. 002-94984.
13   Portions of 2000 Annual Report to Stockholders of Roundy's, Inc. (except
     to the extent incorporated by reference, the Annual Report to Stockholders
     shall not be deemed to be filed with the Securities and Exchange Commission
     as part of this Annual Report on Form 10-K).
21   Subsidiaries of Roundy's, Inc.
99.1 Press release dated February 9, 2001 announcing the proposed acquisition
     of the Copps Corporation.  FILED HEREWITH.
(b)  Reports on Form 8-K.
     There were no reports filed on Form 8-K for the thirteen weeks ended
     December 30, 2000.
<PAGE>

INDEPENDENT AUDITORS' REPORT



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

We have audited the consolidated financial statements of Roundy's, Inc. and
subsidiaries as of December 30, 2000 and January 1, 2000, and for each of the
three years in the period ended December 30, 2000, and have issued our report
thereon dated February 20, 2001; such consolidated financial statements and
report are included in your 2000 Annual Report to Stockholders and are
incorporated herein by reference.  Our audits also included the consolidated
financial statement schedule of Roundy's, Inc. and subsidiaries, listed in Item
14.  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 consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.


DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin
February 20, 2001


<PAGE>
<TABLE>
<CAPTION>
                                                              SCHEDULE VIII

                              ROUNDY'S, INC. AND SUBSIDIARIES
                              ===============================

                                   VALUATION AND QUALIFYING ACCOUNTS
---------------------------------------------------------------------------------------------------------------

                                   COLUMN          COLUMN          COLUMN          COLUMN          COLUMN
                                      A               B               C               D               E
---------------------------------------------------------------------------------------------------------------

                                                  ADDITIONS
                                                  ---------

                                   Balance      Charged(Credited)   Charged                        Balance
                                   Beginning         to Cost        To Other                        At End
Description                        Of Period        & Expenses      Accounts      Deductions(A)    of Period
---------------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>                 <C>           <C>              <C>
YEAR ENDED December 30, 2000:
Allowance for Losses
Current receivables                $5,509,800   $4,185,800          -              $3,966,800       $5,728,800
Notes receivable, long-term         7,137,000   (5,008,000)         -                    -           2,129,000

YEAR ENDED January 1, 2000:
Allowance for Losses
Current receivables                $6,361,600   $  474,100          -              $1,325,900       $5,509,800
Notes receivable, long-term         6,015,000    1,122,000          -                    -           7,137,000

YEAR ENDED January 2, 1999:
Allowance for Losses
Current receivables                $5,648,700   $1,473,500          -              $  760,600       $6,361,600
Notes receivable, long-term         5,299,000      716,000          -                    -           6,015,000

</TABLE>
(A)  Amounts in Column D represent accounts written off less recoveries.



<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 27, 2001

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:

                                        GERALD F. LESTINA
---------------------------             ----------------------------
Robert E. Bartels                       Gerald F. Lestina
March 27, 2001                          March 27, 2001
(Director)                              (Director)

CHARLES R. BONSON                       PATRICK D. MCADAMS
---------------------------             ----------------------------
Charles R. Bonson                       Patrick D. McAdams
March 27, 2001                          March 27, 2001
(Director)                              (Director)

ROBERT S. GOLD                          GEORGE E. PRESCOTT
---------------------------             ----------------------------
Robert S. Gold                          George E. Prescott
March 27, 2001                          March 27, 2001
(Director)                              (Director)

                                        ROBERT D. RANUS
---------------------------             ----------------------------
George C. Kaiser                        Robert D. Ranus
March 27, 2001                          March 27, 2001
(Director)                              (Director)

HENRY KARBINER, JR.                     GARY R. SARNER
---------------------------             ----------------------------
Henry Karbiner, Jr.                     Gary R. Sarner
March 27, 2001                          March 27, 2001
(Director)                              (Director)

<PAGE>
                        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 December 30,
2000 is incorporated by reference in this report.

Registrant does not furnish proxy-soliciting material to its securityholders.

<PAGE>
INDEX TO EXHIBITS

Exhibit                           Description
-------                           -----------

2.1   Asset Purchase Agreement by and between the Registrant and Ultra Mart,
      Inc. dated December 23, 1999, incorporated herein by reference to Exhibit
      2.1 of the Registrant's Annual Report on Form 10-K for fiscal year ended
      January 1, 2000, filed with the Commission on March 21, 2000, Commission
      File No. 002-94984.
2.2   Stock Purchase Agreement dated March 31, 2000, by and among Roundy's, Inc.
      and the record and beneficial owners of all of the issued and outstanding
      shares of capital stock of Mega Marts, Inc. incorporated herein by
      reference to Exhibit 2.2 of Registrant's Form 8-K dated April 14, 2000
      filed with the Commission on April 14, 2000, Commission File No.
      002-94984.
2.3   Asset Purchase Agreement dated March 31, 2000, by and among Roundy's,
      Inc., NDC, Inc. and Mega Marts, Inc. incorporated herein by reference to
      Exhibit 2.3 of Registrant's Form 8-K dated April 14, 2000, filed with the
      Commission on April 14, 2000, Commission File No. 002-94984.
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. 002-94485) dated December 5, 1984.
3.2   By-Laws of the Company as amended February 24, 1998, incorporated herein
      by reference to Exhibit 3.2 of Registrant's Annual Report on Form 10-K for
      fiscal year ended January 3, 1998, filed with the Commission on April 2,
      1998, Commission File No. 002-94984.
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. 002-94984 (included as Exhibit D to the Prospectus which forms a
      part of the Registration Statement).
4.2   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).
4.3   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).
4.4   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).
4.5   Article V of Registrant's By-Laws "Fiscal Year Accounting and Patronage
      Rebates," as amended on February 24, 1998, incorporated by reference to
      Exhibit 4.8 of Registrant's Registration Statement on Form S-2 (File No.
      33-57505) filed with the Commission on April 28, 1998 (included as
      Exhibit C to the Prospectus which forms a part of the Registration
      Statement).
<PAGE>
4.6   $170,000,000 Revolving Loans, $80,000,000 Term Loans Credit Agreement
      among Roundy's, Inc., The Lenders, Bank One, Wisconsin, As Agent, Harris
      Trust and Savings Bank and National City Bank as Co-Syndication Agents,
      and Banc One Capital Markets, Inc. as Lead Arranger and Sole Book Runner,
      dated as of March 31, 2000 incorporated herein by reference to Exhibit 4.6
      of Registrant's Form 8-K dated April 14, 2000, filed with the Commission
      on April 14, 2000, Commission File No. 002-94984.
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. 002-66296 and 002-94984.
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. 002-66296),
      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. 002-66296), 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 between the Registrant and certain
      executive officers including Messrs. 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.
10.1(a)
      Amendment to Deferred Compensation Agreement between the Registrant and
      certain executive officers including Messrs. Ranus, Beketic, Sullivan and
      Schmitt, dated March 31, 1998, incorporated herein by reference to
      Registrant's Registration Statement on Form S-2 (File No. 33-57505) filed
      with the Commission on April 28, 1998.
<PAGE>
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. 002-66296 and 002-94984.
10.2(a)
      Declarations page for renewal through November 1, 2001 of Directors and
      Officers Liability and Corporation Reimbursement Policy incorporated
      herein by reference to Exhibit 10.2(a) of Registrant's Annual
      Report on Form 10-K for the fiscal year ended January 1, 2000, filed with
      the Commission on March 21, 2000, Commission File No. 002-94984.
10.3  Severance and Non-Competition Agreement dated April 13, 1998 between the
      Registrant and Gerald F. Lestina, incorporated herein by reference to
      Exhibit 10.4 of Registrant's Registration Statement on Form S-2 dated
      April 28, 1998, Commission File No. 33-57505.
10.4  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.
10.5  1991 Stock Incentive Plan, as amended October 24, 2000.
      FILED HEREWITH.
10.6  Form of Stock Appreciation Rights Agreement for certain executive officers
      including Beketic, Sullivan and Schmitt, incorporated herein by reference
      to exhibit 10.7 of Registrant's Form 10-Q for the quarterly period ended
      October 3, 1998, filed with the Commission on November 10, 1998,
      Commission File No. 002-94984.
10.7  Amendment to Severance and Non-Competition Agreement between the
      Registrant and Gerald F. Lestina, incorporated herein by reference to
      exhibit 10.8 of Registrant's Form 10-Q for the quarterly period ended
      October 3, 1998, filed with the Commission on November 10, 1998,
      Commission File No. 002-94984.
10.8  Form of Second Amendment to Deferred Compensation Agreement for certain
      executive officers including Ranus, Beketic, Sullivan and Schmitt,
      incorporated herein by reference to exhibit 10.9 of Registrant's
      Form 10-Q for the quarterly period ended October 3, 1998, filed with the
      Commission on November 10, 1998, Commission File No. 002-94984.
10.9  Roundy's, Inc. Supplemental Employee Retirement Plan for certain executive
      officers including Lestina, Ranus, Beketic and Sullivan, incorporated
      herein by reference to Exhibit 10.9 of Registrant's Form 10-Q for the
      quarterly period ended July 3, 1999, filed with the Commission on August
      9, 1999, Commission No. 002-94984.
10.10
      Asset Purchase Agreement by and between the Registrant and Ultra Mart,
      Inc. dated December 23, 1999, incorporated herein by reference to Exhibit
      2.1 to the Registrant's Annual Report on Form 10-K for fiscal year ended
      January 1, 2000, filed with the Commission on March 21, 2000, Commission
      File No. 002-94984.
10.11 Stock Purchase Agreement dated March 31, 2000, by and among Roundy's,
      Inc. and the record and beneficial owners of all of the issued and
      outstanding shares of capital stock of Mega Marts, Inc. incorporated
      herein by reference to Exhibit 2.2 of Registrant's Form 8-K dated April
      14, 2000 filed with the Commission on April 14, 2000, Commission File
      No. 002-94984.
10.12 Asset Purchase Agreement dated March 31, 2000, by and among Roundy's,
      Inc., NDC, Inc. and Mega Marts, Inc. incorporated herein by reference to
      Exhibit 2.3 of Registrant's Form 8-K dated April 14, 2000, filed with
      the Commission on April 14, 2000, Commission File No. 002-94984.
10.13 Employment Contract between the Registrant and Gary L. Fryda dated March
      21, 2000, incorporated herein by reference to Exhibit 10.11 of
      registrant's Form 8-K dated April 14, 2000, filed with the Commission on
      April 14, 2000, Commission File No. 002-94984.
13    Portions of 2000 Annual Report to Stockholders of Roundy's, Inc. (except
      to the extent incorporated by reference, the Annual Report to
      Stockholders shall not be deemed to be filed with the Securities and
      Exchange Commission as part of this Annual Report on Form 10-K).
21    Subsidiaries of Roundy's, Inc.
99.1  Press release dated February 9, 2001 announcing the proposed acquisition
      of the Copps Corporation.  FILED HEREWITH.
(b)   Reports on Form 8-K.
      There were no reports filed on Form 8-K for the thirteen weeks ended
      December 30, 2000.