ROUNDY'S     1996 ANNUAL REPORT

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

                        1996        1995       1994       1993        1992
                      ---------- ---------- ----------- ---------- -----------
Net sales and
 service fees        $2,579,010 $2,488,196  $2,461,510 $2,480,254  $2,491,293
Net earnings             10,267      9,022       6,554      8,028       7,353
Patronage dividends       5,568      5,129           0      5,301       5,135
Total assets            434,641    407,337     404,652    380,092     390,148
Long-term debt           93,615     78,850      88,227    113,045     135,420
Stockholders' equity(1) 109,945    100,033      90,419     86,066      78,573
Book value per share      94.30      85.15       77.40      71.65       65.10
Working capital          90,498     90,740      91,814    113,643     119,153
Current ratio            1:42:1     1:43:1      1:43:1     1:64:1      1.70:1
Earnings before
 patronage dividends
 as a percent of net
 sales and service fees    .91%       .81%        .45%       .81%        .66%

(1) includes redeemable common stock


Message To Our Stockholders

     The greatest things ever done have been done little by
little -- step by step.  So it is in business, and so has it
been with our strategy for success and growth at Roundy's.

     More than anything else, our Company's performance in
1996 was the result of proper strategies -- strategies that
were thoughtfully developed and effectively implemented.

     From the outset I have said that the Company's strategic
plan was a shared plan, one that would draw upon the abilities
of every Roundy's associate, and one that would require follow-
through at every level.  I'm proud to see that this sense of
shared ownership is everywhere.

     Each time we have faced a challenge, we met it and
conquered it.  Each time we saw an opportunity, we pursued
it.  These little successes have added up.  This annual
report -- this snapshot-- is really a compilation of a year's
worth of accomplishments.  It is also a testament to our
ability to reach higher, and travel further, to attain future
goals.

     No one ever said this business was easy, or that things
would get better.  Competition is stiffer.  Vendor allowances
have shrunk.  Technology --  and the need for it -- marches on.

     These are not revelations, nor are they one-time phenomena.
They are more or less constant factors in our core business,
and they are the things that require sound, diligent stragetic
planning on an ongoing basis.  They also require us to be
innovative and flexible.

     Roundy's, in 1996, experienced major challenges
including a retail acquisition, consolidation of two
warehouses, record demand for capital, technology changes
and organizational opportunities.  The Company's
accomplishments in these areas exemplify both our commitment
to our strategic plan and our ability to adjust strategy to
meet unforeseen needs.  This, in turn, allowed us to meet
our overall objective of increasing stockholder value.

     We set records in 1996 for net sales, patronage
dividends and net earnings.  We also successfully negotiated
new labor contracts for two operating divisions, including
our largest, the Milwaukee Division.

     We made a strong effort to enhance our customer
support services and activities, improve and standardize
systems throughout all Roundy's Divisions and restructure
the organization to become more focused and responsive.
While the Company and our associates accepted the challenges
of 1996 and responded with improved sales and earnings,
these changes will enable us to continue our overall
mission:  to enhance stockholder value.


            "Success is the reward for accomplishment"
             - Harry F. Banks.


THE YEAR IN REVIEW

Financial Accomplishments

     Sales reached record levels at $2.579 billion, a 3.6
percent increase.  The increase reflects the strong efforts
of our wholesale divisions to improve concentration with
existing customers, secure new customers, increase private
label sales, open new locations and integrate wholesale
transfers to the new retail stores acquired by the Company.

     Earnings before patronage dividends reached record
levels at $23.5 million, a 15.9 percent increase over the
prior year.  The solid improvement in earnings was achieved
while absorbing the cost of consolidating the two Ohio
divisions into one facility in Lima, Ohio.

     - Patronage dividends reached record levels at $5.6
       million, an 8.6 percent increase.

     - Net earnings also reached record levels at $10.3
       million, a 13.8 percent increase.

     Roundy's continues to concentrate on improving cash
flows and strengthening our balance sheet.  During 1996, net
cash flows from operations exceeded $39 million, a 55.4
percent increase compared to 1995.  In addition, the Company
issued $25 million in Senior Unsecured Notes.  These funds
were essential to helping finance $39.3 million in capital
expenditures and the purchase of a five store retail grocery
business located in and around Sheboygan, Wisconsin.

Operating Accomplishments

     A major priority in Roundy's Strategic Plan was the
consolidation of our two Ohio Divisions into one efficient
operation.  This was a significant undertaking, some aspects
of which began in late 1995 but the majority of which was
completed in 1996.  Highlights included the transfer of 145
stores and more than $14 million in inventory from Columbus
to Lima, the reracking of the Lima Division warehouse and
the construction of new offices.  Further, a 61,800 square
foot freezer was constructed to accommodate 2,800 slots
for the expanded sales base and provide the space needed
to handle the increased variety of frozen products required
by our retailers and their customers.

     Another strategic accomplishment for Roundy's was to
secure ownership of the Westville, Indiana warehouse.
Until June of 1996, this facility was leased through a
complex sublease involving several companies.

     We also made great efforts to identify opportunities
to increase sales.  We purchased a five store retail
grocery group within our service area, which will increase
annual sales by more than $75 million.  We completed this
purchase in June, and then sold one store to an existing
retailer.  With the acquisition, Roundy's increased its
retail square footage by 126,300 square feet.
square feet of retail space.

     Our retailers also continued to expand their businesses,
and this contributed to a large growth in sales.  Several new
stores were opened or expanded during the year, including:

MILWAUKEE DIVISION

     Location            Square Footage
     --------            --------------
     East Troy, WI       38,000 Replacement
     McFarland, WI       45,000 Replacement
     Waterford, WI       40,000 New

     Remodels
     Eau Claire, WI      18,000 Expansion
     Menomonee Falls, WI 15,000 Expansion

WESTVILLE DIVISION

     Location            Square Footage
     --------            --------------
     Logansport, IN      46,000 New
     Elkhart, IN         48,000 Replacement
     Kalamazoo, MI       35,000 New
     Schoolcraft, MI     35,000 New

LIMA DIVISION

     Location            Square Footage
     --------            --------------
     Shadyside, OH       10,000 New
     Ypsilanti, MI        9,000 New
     New Lebanon, OH      8,000 New

ELDORADO DIVISION

     Location            Square Footage
     --------            --------------
     Brandenburg, KY     8,000 New
     Providence, KY      7,500 New

Technology accomplishments

     Technology marches on.  So much our pursuit of it at
Roundy's if we are to continue to develop and improve our
operations.  Part of our overall stragetic plan is a plan
for technology development, and in 1996 Roundy's engaged
an independent consulting firm for advice.

     We identified a need to standardize all major systems
company-wide.  During 1996 we completed several of these
steps by implementing a new, common, modern purchasing
system in every division.  We have also developed plans
for standard, state-of-the-art warehouse system in all
divisions, with progress started in the Westville Division.

     Other major systems targeted for upgrade and/or
complete overhaul include order entry, billing, retail
accounting and transportation.  Our goal is to complete
implementation at larger divisions in 1997, and the other
divisions by mid-1998.

     Roundy's commitment to Efficient Consumer Response
("ECR") and Electronic Data Interchange ("EDI") continues.
We are working closely with a handful of key manufacturers
to insure that Roundy's will keep abreast of the many
changes occurring in our industry.  These partnerships are
a real "win-win" for Roundy's, our customers and our
suppliers.  They are also a central aspect of our strategy
to continue reducing expense and improving operational
efficiency.

     Besides our in-house systems, we have significantly
improved systems offered to our customers.  Specifically,
a new contract was negotiated with one of the leading
providers of electronic payment (debit and credit)
services.  Conversion of existing customers to this new
provider will be completed in early 1997.  Also, our
target marketing program was enhanced to provide more
options for targeting customers -- and to keep Roundy's
in a position of leadership.

  Finally, our wide area network was expanded to
accommodate 78 stores, the majority of which are using the
satellite network.  To ensure an even greater degree of
reliability for the satellite, dial backup capabilities are
available to all users.


Future goals

     Fiscal 1996 was a year of new records and significant
accomplishments, and its fitting that we pause to reflect
on them.  It is equally fitting the we honor those people,
departments and divisions whose efforts were the building
blocks of our success.

     The year has passed, though, and we face many new
challenges in 1997 and beyond.  We believe our existing
strategies were proven sound, and are the foundation of
future growth.  I am proud, though, of our Company's
ability to see opportunity and challenge, and to plot new
strategies to meet both.

     I look to every Roundy's associate for innovative
approaches to the problems that will face us.  But I am
convinced that innovation is nothing more than the
adaptation of common sense to meet new situations.

     Our plans call for continued reinvestment in the
Company with more than $29 million in capital expenditures
planned for 1997.  We will continue to dedicate resources
to improve and strengthen our retail stores.

     During 1996, private label product sales exceeded $179
million, a 7.4 percent increase.  We will continue to
increase our number of private label offerings.  This, we
believe, will continue to be a key growth area, so in 1997 we
plan to add 143 new items in grocery, frozen food and dairy.
Private label produce has also shown exceptional growth.  We
have planned to introduce more varieties of salad mixes as
well as new salad dressings and dips.


     Good information makes good decisions possible -- for
Roundy's and for its retailers.  With our expansion into
increasing private label offerings, we must make certain
that the products we offer are generating the kinds of
returns our retailers need to remain financially viable
and capable of growing.  So, we are in the process of
implementing another stage of our category management
program which we believe will provide our retailers
with additional market data to focus on the items
necessary to meet consumer demands.

     In 1997, Roundy's customers will have access to our
web page on the Internet.  We developed a special consumer
service page which will allow them to E-mail their concerns
directly to us.  We recognize that it is essential for us
to keep in touch with our customers and believe this will
pay significant dividends as we move into the next century.

     To every Roundy's customer, associate and supplier, I
wish to extend my personal thanks and congratulations,
along with an invitation to help us meet the new challenges
and opportunities that face us.

     The philosopher Edmund Burke said, "The past is not a
guide to the future."  I believe that's true.  But I believe
that past peformance is a good indicator of future performance.
Given the past performance of our Company and its people, I am
confident that Roundy's will enjoy a future filled with
successes.

Gerald F. Lestina
President and Chief Executive Officer

Financial and Operational Review

Liquidity and capital resources

     The long-term viability of a Company like Roundy's is
predicated on maintaining a sound financial foundation.  It
is a challenge to maintain a strong financial position when
demands for capital, to support our growth, continue to
increase.

     Fiscal 1996 was a year in which Roundy's experienced
many challenges.  Capital expenditures exceeded $39 million,
a grocery retail business costing approximately $14 million
was acquired and the Company consolidated two Ohio divisions
into one expanded warehouse complex in Lima, Ohio.

     The Company made several strategic improvements
designed at enhancing divisional operational efficiencies
both in the short and long-term.  The most comprehensive
improvement, as noted above, was the consolidation of two
Ohio Divisions.  This consolidation will create long-term
savings which will be achieved through reduced capital,
lower operating costs, increased volume with less
administrative overhead and lower inventory requirements.
Essential to the success of the consolidation was the
construction of a new frozen food facility which eliminated
the need for outside facilities and allowed for expanded
product variety necessary to satisfy retailer and market
demands.  Based on the results to date, this new frozen food
warehouse is expected to be a significant factor in the
division's growth and a contributor to its financial strength.

     The Company completed a private placement of $25
million in 7.86% Senior Unsecured Notes during the second
quarter of 1996.  A large portion of these funds were used
to finance the acquisition of the Westville Division
warehouse which had been leased.  Ownership of this facility
was an important part of the strategic plan for the Company.
The remainder of this new debt was utilized to acquire the
five store grocery retailer.

     Even with a 62% increase in capital expenditures
compared to 1995, the average daily borrowing of the Company
only increased $13 million compared to 1995.  Further, the
Company continued to maintain its long-term debt to equity
ratio below the 1.00:1 level at .85:1.  This was slightly
greater than the .79:1 ratio achieved in 1995, but better
than anticipated in view of the strategic initiatives
undertaken during the year.  At December 28, 1996, the
Company had $60 million available under its revolving credit
agreements which management believes is adequate to finance
its operations.

     The strong long-term debt to equity ratio was achieved
with the significant net cash flows provided by operations.
In fiscal 1996, these cash flows were $39.3 million versus
$25.3 million in 1995 or a $14.0 million increase.  A major
factor influencing this growth was a $10.3 million decrease
in inventories which was achieved while enjoying a $90.8
million increase in net sales.  Equity in inventory in 1996
also reflected a positive trend declining 3.2% to 35.8% from
37.0% in 1995.  The reasons for Roundy's ability to increase
sales, yet decrease inventory, include (1) the Ohio
consolidation, (2) the implementation of a standard,
automated buying/inventory management system in all
divisions, (3) expanded utilization of ECR  and EDI
applications in all divisions, and (4) continued management
focus on improved inventory/category management approaches
at all levels.

     A second significant factor in the strong cash flow
improvement was the decrease in notes receivable in 1996 of
$3.9 million with a 3.6% sales increase compared to a $6.3
million increase in 1995.  The reduction in notes receivable
was accomplished with an increased focus on customer
liquidity and a concentrated credit program.  This credit
program was developed and implemented in all divisions to
further standardize credit terms and reduce the Company's
credit exposure with weaker customers.  Corresponding to the
decreases in inventory, accounts payable decreased $7.2
million in 1996 compared to a $0.5 million decrease in 1995.
It is anticipated that there will be further reductions in
accounts payable with the continued growth of EDI to
transmit orders and receive invoices.

     A critical component of the Company's strategic plan is
to maintain a strong balance sheet while strengthening the
business.  The capital structure for fiscal 1996 and 1995 is
summarized in the table above.

     Roundy's growth in total capital was needed to finance
the aforementioned acquisition and strategic initiatives
completed during 1996.  These strategic moves made during
1996 will better enable the Company to continue the positive
trends into 1997, including enhanced performance in the
consolidated Ohio Division and from the retail stores which
were acquired during the year.

     The Company continued its plan of reinvesting resources
in its facilities.  In 1996, capital expenditures were the
largest in over five years at $39.3 million versus $24.2
million for 1995.  The largest expenditures include the
purchase of the Westville Division complex for $18.9 and a
state of the art freezer in Lima, Ohio for $5.4 million.  In
addition, $5.4 million was expended to acquire and upgrade
retail facilities Company-wide.   The fourth area of
significance was in the Company's transportation fleet where
$2.7 million was expended.  These fleet expenditures were
made in addition to redeploying tractors and trailers made
available as the result of closing the Columbus, Ohio
facility.  Maintaining a low freight cost is a critical
element in providing competitive pricing to our customers.
Therefore, one strategic goal of the Company is to make
available, to all operating divisions, newer, lower
maintenance and more reliable transportation equipment.

     A key ratio that illustrates the strength of the
Company is its current ratio.  It is important to keep this
ratio at a prudent level by minimizing the investment in
assets, such as receivables and inventory.  With the
continued implementation of modern purchasing and warehouse
systems, as well as accounts receivable reporting systems,
the Company has  been able to minimize its investments in
these types of assets, yet maintain a prudent current ratio.
In fiscal 1996, this ratio was 1.42:1 versus 1.43:1 in 1995.
Total working capital was also relatively flat at $90.5
million in 1996 compared to $90.7 million in 1995.
Maintaining this level while realizing a $90.8 million
growth in net sales in 1996 versus 1995, was a positive
achievement requiring a Company-wide effort.

     Senior management realizes the importance of quality
systems to manage and grow the Company in an industry
undergoing major technological change.  To maximize the
benefits of funds expended in this area, a program was
established in 1996 to standardize all systems in all
divisions.  This standardization will enable Company-wide
communication and uniform evaluation of the buying,
warehousing and financial functions.  Additional benefits of
standard systems include reduced programming and maintenance
costs.  This will also enable the Company to have more
timely access to information regarding inventory costs.  The
resulting lower inventory levels and improved operations
will provide cost savings and benefits which can then be
passed to customers and to stockholders.

     Roundy's 1996 book value per share increased 10.75%
over 1995 to $94.30 per share.  Patronage dividends were
approximately $5.6 million which represented an 8.6%
increase over 1995 which was a record for the Company.
Stockholders' equity, including redeemable common stock,
increased 9.9% compared to 1995.

RESULTS OF OPERATIONS

     Net sales and service fees increased $90.8 million over
1995 and $117.5 million over 1994.  This represents a 3.6%
increase over 1995 sales and a 4.8% increase over 1994.  The
five store retail grocery business acquired in June
accounted for 35.9% of the increase over 1995 and 27.6% over
1994.  Other factors include (1) expanded usage of the
Company's target marketing/frequent shopper programs
relative to 1995 and 1994, (2) growth in retail sales, and
(3) a 3.8% growth in our "non-foods" wholesale sales
compared to 1995 and a 9.2% improvement over 1994.  The
Company continues to experience positive growth trends in
non-foods which have been stimulated by expanded product
lines and enhanced retailer programs.

     Gross profits improved .36% over 1995 and .15% over
1994.  The modest improvements over both 1995 and 1994 are
attributable to the Company's growth in retail stores.
Gross profits at the wholesale level continue to decline,
 .04% from 1995 and .22% from 1994.  The gradual erosion of
gross profits at the wholesale level is the result of
several factors including (1) manufacturers changing
programs and reducing buy-in opportunities, (2) the increase
in passing of deal monies directly to the retailers and
diminishing the wholesaler's role in the funding process,
and (3) the continued competitive pressures to make the best
price always available to the independent retailer.  As in
the past, Roundy's continues to work with both the
manufacturers and the retailers to maximize cost reductions
and offer "everyday low prices" to our retailers and their
customers.

     Operating and administrative expenses increased .27%
over 1995, but were .23% below 1994 levels, as a percent to
net sales.  The fluctuation in operating and administrative
expenses as a percent to net sales can be attributed to the
following: (1) a decline in closed store and bad debt
expenses of $0.5 million compared to 1995 and $11.2 million
compared to 1994, (2) the incurrence of $2.1 million in
costs associated with the consolidation the Ohio warehouses
in 1996, (3) an increase in corporate retail stores over the
prior years which maintain a significantly higher wage
expense, as a percent to net sales, and (4) an increase of
 .08% in depreciation expense, as a percent of net sales, in
1996 compared to 1995 and .11% compared to 1994.  These
changes in operating costs were the result of strategic plan
initiatives which had been implemented in 1996.  The
continuing challenge is to maximize productivity
opportunities in all divisions while keeping the related
implementation costs at reasonable levels.

     Interest expense was $0.6 million greater than 1995,
but was $1.0 million below 1994.  The increase over 1995 in
dollars is attributable to the increased debt which was
needed in 1996 to finance the purchase of the Westville
warehouse and the acquisition of the five store grocery
retail business.  Even with the increase in debt necessary
to finance these initiatives, interest expense was only .33%
of net sales in 1996 compared to .32% in 1995 and .39% in
1994.  The ability of the Company to borrow at favorable
rates continues to facilitate our growth as well as provide
continued balance sheet strength.

     The effective income tax rates for 1996, 1995 and 1994
were 42.6%, 40.3% and 40.7%, respectively.  The slight
increase in the 1996 effective tax rate compared to prior
years was the result of an increase in non-deductible
goodwill which increased with the five store retail grocery
business acquisition.

     The positive trend in earnings continued in 1996 with
net earnings achieving .40% of net sales and fees compared
to .36% in 1995 and .27% in 1994.  The 1996 net earnings of
$10.3 million is a Company record.  The percent of these net
earnings to net sales has been the highest percentage in 14
years and was achieved on a sales base which grew by $90.8
million compared to 1995 and $117.5 million compared to
1994.  Further, the Company declared record patronage
dividends to be paid to active stockholders.  As a result of
record sales in 1996, coupled with a reduction in
administrative staff and standardization of the buying
system in all divisions, Roundy's was able to achieve its
strategic goals for 1996 and posture itself for continued
growth in 1997.


Capital Structure (in millions)        1996                1995
---------------------------------------------------------------------
Long-term debt                   $ 93.6    46.0%     $ 78.9    44.1%
Stockholders' equity              109.9    54.0       100.0    55.9
---------------------------------------------------------------------
Total capital                    $203.5   100.0%     $178.9   100.0%
---------------------------------------------------------------------

Independent Auditors' Report


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

     We have audited the accompanying consolidated balance
sheets of Roundy's, Inc. and its subsidiaries as of December
28, 1996 and December 30, 1995 and the related statements of
consolidated earnings, stockholders' equity and cash flows
for each of the three years in the period ended December 28,
1996.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our
audits.

     We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

     In our opinion, such consolidated financial statements
present fairly, in all material respects, the financial
position of the companies at December 28, 1996 and December
30, 1995, and the results of their operations and their cash
flows for each of the three years in the period ended
December 28, 1996 in conformity with generally accepted
accounting principles.


Milwaukee, Wisconsin
February 21, 1997



Statements of Consolidated Earnings

For The Years Ended December 28, 1996, December 30, 1995 and December 31, 1994

                                   1996             1995            1994
                               --------------  -------------  ---------------
Revenues:
   Net sales and service fees  $2,579,010,200  $2,488,196,200  $2,461,509,600
   Other-net                        4,494,700       3,966,100       3,892,300
                               --------------  --------------  --------------
                                2,583,504,900   2,492,162,300   2,465,401,900
                               --------------  --------------  --------------
Costs and Expenses:
   Cost of sales                2,333,216,600   2,260,039,400   2,230,645,500
   Operating and administrative   218,342,700     203,943,400     214,221,900
   Interest                         8,479,900       7,929,000       9,479,300
                               --------------  --------------  --------------
                                2,560,039,200   2,471,911,800   2,454,346,700
                               --------------  --------------  --------------
Earnings Before Patronage
   Dividends                       23,465,700      20,250,500      11,055,200

Patronage Dividends                 5,568,300       5,128,500
                               --------------  --------------   -------------
Earnings Before Income Taxes       17,897,400      15,122,000      11,055,200

Provision (Credit) for Income Taxes:
   Current-Federal                  5,396,400       7,361,200       7,863,700
          - State                     859,800       1,177,400       2,290,100
          -Jobs & other tax credits  (141,200)       (105,700)       (448,700)
          -Deferred                 1,515,000      (2,333,000)     (5,204,000)
                               --------------  --------------   -------------
                                    7,630,000       6,099,900       4,501,100
                               --------------  --------------   -------------
Net Earnings                   $   10,267,400  $    9,022,100   $   6,554,100
                               ==============  ==============   =============

See notes to consolidated financial statements.


Consolidated Balance Sheets

As of December 28, 1996 and December 30, 1995

                                        1996                1995
                                   -------------       --------------
Assets

Current Assets:
   Cash and cash equivalents       $  40,342,300        $  26,382,000
   Notes and accounts receivable,
    less allowance for losses,
    $6,314,700 and $8,431,300,
    respectively                      98,593,300           99,727,000
   Merchandise inventories           155,562,300          163,204,100
   Prepaid expenses                    2,741,000            5,060,700
   Refundable and future income
    tax benefits                       7,817,400            8,496,800
                                   -------------        ------------- 
     Total current assets            305,056,300          302,870,600
                                   -------------        -------------
Other Assets:
   Notes receivable, less
    allowance for losses,
    $5,576,000 and $4,641,000,
    respectively                      12,386,600           17,249,100
   Other real estate                   4,439,700            4,659,400
   Goodwill and other assets          12,100,600            5,300,600
   Deferred income tax benefit         1,922,000            2,706,000
                                   -------------        ------------- 
      Total other assets              30,848,900           29,915,100
                                   -------------        -------------
Property and Equipment - At Cost:
   Land                                5,343,900            5,042,700
   Buildings                          69,084,600           43,021,900
   Equipment                         101,679,800           94,499,200
   Leasehold improvements             13,467,600           12,412,000
                                   -------------        ------------- 
                                     189,575,900          154,975,800
   Less accumulated depreciation
    and amortization                  90,840,100           80,424,900
                                   -------------        -------------
       Property and equipment - net   98,735,800           74,550,900
                                   -------------        -------------
                                   $ 434,641,000        $ 407,336,600
                                   =============        =============

See notes to consolidated financial statements.

Liabilities and Stockholders' Equity

Current Liabilities:
  Current maturities of
   long-term debt                  $  10,225,800        $   3,776,500
  Accounts payable                   159,038,100          165,539,300
  Accrued expenses                    44,358,400           42,231,400
  Income taxes                           936,100              583,600
                                   -------------        -------------
      Total current liabilities      214,558,400          212,130,800

  Long-Term Debt, Less
   Current Maturities                 93,614,600           78,850,200
  Other Liabilities                   16,522,700           16,322,500
                                   -------------        ------------- 
      Total liabilities              324,695,700          307,303,500

Commitments and Contingencies  (Note 10)

Redeemable Common Stock                6,217,100            8,132,000
                                   -------------        -------------
Stockholders' Equity:
   Common stock:
     Voting (Class A)                     16,300               16,700
     Non-voting (Class B)              1,325,200            1,282,400
                                   -------------        -------------  
         Total common stock            1,341,500            1,299,100

   Amount related to recording
    minimum pension liability           (232,800)            (283,600)
   Patronage dividends payable
    in common stock                    3,779,000            3,405,000
   Additional paid-in capital         24,920,600           21,222,100
   Reinvested earnings                75,051,100           66,258,500
                                   -------------        -------------
                                     104,859,400           91,901,100
   Less treasury stock, at cost        1,131,200
                                   -------------        -------------
         Total stockholders' equity  103,728,200           91,901,100
                                   -------------        -------------
                                   $ 434,641,000        $ 407,336,600
                                   =============        =============
<TABLE>
Statements of Consolidated Stockholders' Equity

For The Years Ended December 28, 1996, December 30, 1995 and December 31, 1994
<CAPTION>
                                    Common Stock              
                          ------------------------------------ Patronage
                               Class A          Class B        Dividends    Additional
                          ------------------------------------ Payable in   Paid-in     Retained
                          Shares  Amount   Shares    Amount    Common Stock Capital     Earnings
                          ------------------------------------ ------------ ----------- -----------
<S>                       <C>     <C>     <C>       <C>        <C>          <C>         <C>
Balance, January 1, 1994   15,500 $19,400 1,048,067 $1,310,100 $ 3,263,000  $18,761,900 $56,411,800
Net earnings                                                                              6,554,100
Common stock issued           700     900    52,138     65,200  (3,263,000)   3,516,200
Common stock purchased     (2,200) (2,800)   (1,533)    (1,900)                (222,200)   (191,800)
Redeemable common stock                     (15,880)   (19,900)                (314,700)   (894,500)
                         -------------------------------------------------------------------------
Balance, December 31, 1994 14,000  17,500 1,082,792  1,353,500           0   21,741,200  61,879,600
 Net earnings                                                                             9,022,100
 Common stock issued          200     200    12,755     16,000                  931,400
 Common stock purchased      (800) (1,000)  (17,446)   (21,800)                (384,500) (1,329,300)
 Redeemable common stock                    (52,204)   (65,300)              (1,066,000) (3,313,900)
 Patronage dividends
  payable in common stock                                        3,405,000
                          -------------------------------------------------------------------------
Balance, December 30, 1995 13,400  16,700 1,025,897  1,282,400   3,405,000   21,222,100  66,258,500
 Net earnings                                                                            10,267,400
 Common stock issued          600     800    51,806     64,800  (3,405,000)   4,312,900
 Common stock purchased    (1,000) (1,200)  (10,433)   (13,100)                (449,200)   (980,300)
 Redeemable common stock                     (7,090)    (8,900)                (165,200)   (494,500)
 Patronage dividends
  payable in common stock                                        3,779,000
                          -------------------------------------------------------------------------
Balance, December 28, 1996 13,000 $16,300 1,060,180 $1,325,200  $3,779,000  $24,920,600 $75,051,100
                          =========================================================================
Treasury Stock, December 28, 1996            13,285 $1,131,200
                                          ========= ==========
<FN>
See notes to consolidated financial statements.
</end table>
Statements of Consolidated Cash Flows

For The Years Ended December 28, 1996, December 30, 1995 and December 31, 1994

                                         1996          1995           1994
                                      ------------  ------------ ------------
Cash Flows From Operating Activities: $ 10,267,400  $  9,022,100 $  6,554,100
  Net earnings
  Adjustments to reconcile
   net earnings to net cash flows
   provided by operating activities:
    Depreciation and amortization        16,326,800   13,594,400   12,756,500
    Allowance for losses                  5,302,600    5,871,500    9,166,600
    (Gain) loss on sale of
     property and equipment              (1,233,500)     451,900   (1,087,700)
    Closed facility reserve                 620,200       42,300    8,000,000
    Patronage dividends payable
     in common stock                      3,779,000    3,405,000
   (Increase) decrease in operating
    assets:
    Accounts receivable                  (2,818,400)  (6,768,000)  (5,012,600)
    Merchandise inventories              10,319,700   (6,008,400)  (4,026,200)
    Prepaid expenses                      2,453,500      713,500    1,182,600
    Refundable and future income
     tax benefits                           679,400   (2,805,000)  (1,410,000)
    Other real estate                       219,700    1,924,800      758,800
    Goodwill and other assets              (413,400)   1,208,700      323,300
    Deferred income tax benefit            (860,100)     472,000   (3,060,000)
  Increase (decrease) in operating
   liabilities:
    Accounts payable                     (7,237,800)    (485,400)  35,837,100
    Accrued expenses                        850,400    6,018,200   (1,582,700)
    Income taxes                            864,300   (3,899,600)   4,072,300
    Deferred income taxes                                            (734,000)
    Other liabilities                       200,200    2,538,200    3,015,300
                                      ------------- ------------  -----------
  Net cash flows provided by
   operating activities                  39,320,000   25,296,200   64,753,400
                                      ------------- ------------  -----------
Cash Flows From Investing Activities:        
   Capital expenditures                 (39,291,800) (24,216,300) (22,316,600)
   Proceeds from sale of property
    and equipment                         5,763,400    5,296,500    1,753,200
   Payment for business acquisition
    net of cash acquired                (13,918,700)
   Decrease (increase) in
    notes receivable                      3,927,500   (6,342,800)     830,400
                                      ------------- ------------  -----------
 Net cash flows used in investing
  activities                            (43,519,600) (25,262,600) (19,733,000)
                                      ------------- ------------  -----------
Cash Flows From Financing Activities:
   Proceeds from long-term borrowings    25,000,000
   Principal payments of long-term debt (10,235,600)  (9,376,500)  (24,818,000)
   Increase (decrease) in current
    maturities of long-term debt          6,449,300   (1,902,100)   (3,381,700)
   Proceeds from sale of common stock       973,500      947,600       319,300
   Common stock purchased                (4,027,300)  (3,589,400)   (2,716,800)
                                      ------------- ------------  ------------
   Net cash flows provided by
    (used in) financing activities       18,159,900  (13,920,400)  (30,597,200)
                                      ------------- ------------  ------------
Net Increase (Decrease) in Cash and
 Cash Equivalents                        13,960,300  (13,886,800)   14,423,200

Cash And Cash Equivalents,
 Beginning Of Year                       26,382,000   40,268,800    25,845,600
                                      ------------- ------------  ------------
Cash And Cash Equivalents,
 End Of Year                          $  40,342,300 $ 26,382,000  $ 40,268,800
                                      ============= ============= ============
Cash Paid During The Year For:
   Interest                           $   8,545,900 $  8,116,000  $  9,775,300
   Income Taxes                           6,965,100   12,319,000     5,163,300
     Supplemental Noncash Financing
      Activities - Patronage
      Dividends Payable in
      Common Stock                        3,779,000    3,405,000

See notes to consolidated financial statements.

Notes to Consolidated Financial Statements


1. SIGNIFICANT ACCOUNTING POLICIES
Description of business-The Company is primarily engaged in
the wholesale distribution of food products and related non-
food items through retail supermarkets, primarily located in
the Great Lakes Region of the Midwestern United States, many
of which are owned by stockholder-customers or the Company.

Fiscal year-The Company's fiscal year is the 52 or 53 week
period ending the Saturday nearest to December 31. Each of
the three years in the period ended December 28, 1996
included 52 weeks.

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

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

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

Goodwill-The excess of cost over the fair value of net
assets of businesses acquired (goodwill) is being amortized
on a straight-line basis over 20 years. Accumulated
amortization at December 28, 1996 and December 30, 1995 was
$3,517,800 and $2,989,800, respectively.

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

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

Closed facility costs-When a facility is closed the
remaining investment, net of expected salvage value, is
expensed. For properties under lease agreements, the present
value of any remaining future liability under the lease, net
of expected sublease recovery, is also expensed. The amounts
charged to operations for the present value of these
remaining future liabilities were $620,000, $42,300 and
$8,000,000 in 1996, 1995 and 1994, respectively.

Income Taxes-The Company provides income taxes in accordance
with SFAS No. 109, "Accounting for Income Taxes," which
requires an asset and liability approach to financial
accounting and reporting for income taxes. Deferred income
tax assets and liabilities are computed annually for
differences between the financial statement and tax bases
of assets and liabilities that will result in taxable or
deductible amounts in the future based on enacted tax laws
and rates applicable to the periods in which the
differences are expected to affect taxable income.

2. ACQUISITION
On June 22, 1996, the Company purchased all of the
outstanding stock of a grocery retailer for $13,918,700 in
cash. The acquisition has been accounted for as a purchase
and the results of operations have been included in the
Consolidated Financial Statements since the date of
acquisition. On an unaudited pro-forma basis, the effect of
the acquisition was not significant to the Company's 1996
results of operations.

3. PATRONAGE DIVIDENDS
The Company's By-Laws require that for each of the last
three fiscal years, to the extent permitted by the Internal
Revenue Code, patronage dividends are to be paid out of
earnings from business done with stockholder-customers in an
amount which will reduce the net earnings of the Company to
an amount which will result in a 10% increase in the book
value of its common stock. The dividends are payable at
least 20% in cash and the remainder in Class B common stock.
Dividends for the years ended December 28, 1996 and December
30, 1995 were payable 30% in cash. There were no patronage
dividends for the year ended December 31, 1994 because the
Company did not meet the requirement to increase the book
value of its common stock by 10%.

4. NOTES RECEIVABLE
The Company extends long-term credit to certain independent
retailers it serves to be used primarily for store expansion
or improvements. Loans to independent retailers are
primarily collateralized by the retailer's inventory,
equipment, personal assets and pledges of company stock.
Interest rates are generally in excess of the prime rate and
terms of the notes are up to 15 years. Included in current
notes and accounts receivable are amounts due within one
year totalling $10,190,000 and $9,305,500 at December 28,
1996 and December 30, 1995, respectively.

5. LONG-TERM DEBT
Long-term debt, exclusive of current maturities, consists of
the following at the respective year-ends:

                                            1996            1995
                                       ------------    -------------
Senior unsecured notes payable:
   9.26%, due 1998 to 2001             $ 10,000,000    $  12,500,000
   7.57% to 8.26%, due 1998 to 2008      19,700,000       20,900,000
   6.94%, due 1998 to 2003               38,571,400       45,000,000
   7.86%, due 2000 to 2006               25,000,000
Other long-term debt                        343,200          450,200
                                       ------------    -------------
Total                                  $ 93,614,600    $  78,850,200
                                       ============    ============= 


At December 28, 1996, $60,000,000 was available to the
Company under its revolving credit agreements, all of which
was unused. The loan agreements include, among other
provisions, minimum working capital and net worth
requirements and limit stock repurchases and total debt
outstanding.

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

1997.........................................$10,225,800
1998......................................... 10,156,800
1999......................................... 10,159,700
2000......................................... 24,734,400
2001......................................... 13,738,000
Thereafter................................... 34,825,700


6. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments, as defined in SFAS
No. 107, "Disclosures About Fair Value of Financial
Instruments," consist primarily of accounts and notes
receivable, accounts payable, notes payable and long-
term debt. The carrying amounts for accounts and notes
receivable, accounts payable and notes payable approximate
their fair values. Based on the borrowing rates currently
available to the Company for long-term debt with similar
terms and maturities, the fair value of long-term debt,
including current maturities, is approximately
$102,750,000 and $81,100,000 as of December 28, 1996 and
December 30, 1995, respectively.

Notes to Consolidated Financial Statements Continued


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

The issuance and redemption of common stock is based on the
book value thereof as of the preceding year-end. The year-
end book value was $94.30, $85.15 and $77.40 for 1996, 1995
and 1994, respectively. The Company is obligated, upon
request, to repurchase common stock held by inactive
customers or employees. The amount available for such
repurchases in any year is subject to limitations under
certain loan agreements.

Class B common stock which is subject to redemption is
reflected outside of stockholders' equity. Redeemable common
stock is held by inactive customers and former employees. As
of December 28, 1996 and December 30, 1995, 65,929 and
95,502 shares, respectively, were subject to redemption. The
Class B common stock subject to redemption is payable over a
five year period based upon the book value at the preceding
fiscal year end. The Company expects to repurchase shares of
23,409, 17,130, 12,956, 11,072 and 1,362 in 1997, 1998,
1999, 2000 and 2001, respectively.

In conjunction with the acquisition discussed in Note 2,
13,285 shares of Class B common stock were owned by the
acquired company. The fair market value of the shares as of
the June 22, 1996 acquisition date has been reflected in the
Consolidated Balance Sheet as treasury stock.

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

Option and SAR transactions are as follows:

                                          Options     SARs         Price
                                          -------     ------     -----------
     Outstanding, January 1, 1994......    43,167     18,500     $53.10-65.10
        Exercised......................    (3,667)                58.75-65.10
                                          -------     ------     ------------
     Outstanding, December 31, 1994....    39,500     18,500      53.10-65.10
        Granted........................     9,500      4,500            77.40
        Exercised......................    (3,400)    (1,550)     53.10-65.10
        Cancelled......................    (2,000)    (2,350)     53.10-65.10
                                          -------     ------     ------------
     Outstanding, December 30, 1995....    43,600     19,100      53.10-77.40
        Exercised......................    (1,600)    (2,266)     53.10-77.40
        Cancelled......................      (500)      (834)           77.40
                                          -------     ------     ------------
     Outstanding, December 28, 1996....    41,500     16,000     $53.10-77.40
                                          =======     ======     ============

     Available for grant after
        December 28, 1996..............     9,500      5,184
                                          =======     ======

Options granted become exercisable based on the vesting rate
which ranges from 20% at the date of grant to 100% eight
years from the date of grant. As of December 28, 1996,
options were exercisable for 34,633 shares at $53.10-$77.40
per share.

SAR holders are entitled, upon exercise of a SAR, to receive
cash in an amount equal to the excess of the book value per
share of the Company's common stock as of the last day of
the Company's fiscal year immediately preceding the date the
SAR is exercised over the base price of the SAR. SARs
granted become exercisable based on the vesting rate which
ranges from 20% on the last day of the fiscal year of the
grant to 100% eight years from the last day of the fiscal
year of the grant. Compensation expense was not material in
1996, 1995 and 1994. As of December 28, 1996, 9,882 SARs
were exercisable at $53.10-$77.40 per SAR.

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

The Company has adopted the disclosure-only provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation," but
applies Accounting Principles Board Opinion No. 25 and
related interpretations in accounting for its plans.
Compensation expense was immaterial for 1996 and 1995. If
the Company had elected to recognize compensation cost for
the Plan based on the fair value of the options at the grant
dates, consistent with the method prescribed by SFAS No.
123, the decrease in 1996 and 1995 net earnings would have
been less than $60,000.

8. EMPLOYEE BENEFIT PLANS
Substantially all non-union employees of the Company and
employees of its subsidiaries are covered by defined benefit
pension plans. Benefits are based on either years of service
and the employee's highest compensation during five of the
most recent ten years of employment or on stated amounts for
each year of service. The Company intends to annually
contribute only the minimum contributions required by
applicable regulations.

The following sets forth the funded status of the plans at
December 28, 1996 and December 30, 1995:

                                      1996                 1995
                         ------------------------- --------------------------
                         Assets Exceed Accumulated Assets Exceed Accumulated
                         Accumulated    Benefits   Accumulated    Benefits
                          Benefits    Exceed Assets Benefits    Exceed Assets
                         ------------------------- --------------------------
Actuarial present value of:
   Vested benefit
    obligation...........$25,136,600  $  5,211,100  $23,977,700  $  3,473,300
                         ===========  ============  ===========  ============
   Accumulated benefit
    obligation...........$27,197,200  $  5,347,300  $26,054,300  $  3,592,200
                         ===========  ============  ===========  ============
   Projected benefit
    obligation...........$32,399,900  $  5,347,300  $30,750,300  $  3,592,200
Plan assets (primarily
 listed stocks and bonds)
  at market value........ 28,647,200     4,630,600   26,928,100     2,465,900
                         -----------  ------------  -----------  ------------
Projected benefit
 obligation in excess of
  plan assets............ (3,752,700)     (716,700)  (3,822,200)   (1,126,300)
Unrecognized net loss....    907,600       333,900    1,419,500       478,600
Prior service cost not
 yet recognized in net
  periodic pension cost..    240,100         83,800     359,800        63,400
Unrecognized net asset...   (776,500)      (118,900) (1,069,500)
Adjustment required to
 recognize minimum
  liability..............                  (393,900)                 (542,000)
                         -----------  ------------- -----------  ------------
Accrued pension cost.....$(3,381,500) $    (811,800)$(3,112,400) $ (1,126,300)
                         ===========  ============= ===========  ============

The assumptions used in the accounting were as follows:

                                              1996       1995     1994
                                              -----      -----    -----
Discount rate                                 7.75%      7.75%    8.25%
Rate of increase in compensation levels       4.00%      4.00%    4.00%
Expected long-term rate of return of assets   9.00%      9.00%    9.00%


In accordance with SFAS No. 87, "Employers' Accounting for
Pensions," the Company has recorded a minimum liability of
which $232,800 and $283,600,  net of income taxes, is
reflected as a reduction of stockholders' equity in 1996 and
1995, respectively.

Net pension cost for the foregoing defined benefit plans
includes the following components:
                                            1996        1995         1994
                                         ----------- -----------  -----------
Service cost-benefits earned
 during the year                         $ 2,155,300 $ 1,652,800  $ 1,756,800
Interest on projected benefit obligation   2,608,900   2,191,100    2,020,600
Actual (return) loss on plan assets       (3,361,100) (4,424,500)   1,013,200
Net amortization and deferral                575,600   1,989,200   (3,625,300)
                                         ----------- -----------  -----------
     Net pension cost                    $ 1,978,700 $ 1,408,600  $ 1,165,300
                                         =========== ===========  ===========
                
The Company and its subsidiaries also participate in various
multi-employer plans which provide defined benefits to
employees under collective bargaining agreements. Amounts
charged to pension expense for such plans were $4,296,100,
$3,611,600 and $3,705,300 in 1996, 1995 and 1994,
respectively. Also, the Company has a defined contribution
plan covering substantially all salaried and hourly
employees not covered by a collective bargaining agreement.
Total expense for the plan amounted to $556,600, $541,500
and $507,500 in 1996, 1995 and 1994, respectively.


Notes to Consolidated Financial Statements Continued

9. INCOME TAXES
Federal income tax at the statutory rates of 35% in 1996, 1995
and 1994 and income tax expense as reported are reconciled as follows:

                                            1996       1995       1994
                                         ---------- ---------- ----------
Federal income tax at statutory rates    $6,264,100 $5,292,700 $3,869,300
State income taxes, net of federal
 tax benefits                               930,700    765,300    720,000
Jobs and other tax credits                 (141,200)  (105,700)  (448,700)
Other-net                                   576,400    147,600    360,500
                                         ---------- ---------- ----------
Income tax expense                       $7,630,000 $6,099,900 $4,501,100
                                         ========== ========== ==========

</TABLE>
<TABLE>
The approximate tax effects of temporary differences at
December 28, 1996 and December 30, 1995 are as follows:
<CAPTION>
                                1996                                      1995
                    ---------------------------------------------------------------------------
                    Assets      Liabilities      Total     Assets      Liabilities   Total
                    ---------------------------------------------------------------------------
<S>                 <C>         <C>           <C>          <C>         <C>          <C>
Allowance for
 doubtful accounts  $ 1,285,000               $ 1,285,000  $ 1,603,000              $ 1,603,000
Inventories                     $(1,314,200)   (1,314,200)             $ (975,200)     (975,200)
Employee benefits     4,225,000                 4,225,000    4,825,000                4,825,000
Accrued expenses
 not currently
 deductible           1,926,000                 1,926,000    3,044,000                3,044,000
                    ---------------------------------------------------------------------------
     Current          7,436,000  (1,314,200)    6,121,800    9,472,000   (975,200)    8,496,800
                    ---------------------------------------------------------------------------
Allowance for
 doubtful accounts    2,254,000                 2,254,000    1,876,000                1,876,000
Depreciation and
 amortization                    (6,989,000)   (6,989,000)              (3,739,000)  (3,739,000)
Employee benefits     3,971,000                 3,971,000    3,485,000                3,485,000
Accrued expenses
 not currently
 deductible           2,906,000                 2,906,000    1,068,000                1,068,000
Other                              (220,000)     (220,000)      16,000                   16,000
                    ---------------------------------------------------------------------------
     Noncurrent       9,131,000  (7,209,000)    1,922,000    6,445,000  (3,739,000)   2,706,000
                    ---------------------------------------------------------------------------
     Total          $16,567,000 $(8,523,200)  $ 8,043,800  $15,917,000 $(4,714,200) $11,202,800
                    ===========================================================================
</end table>

10. LEASE OBLIGATIONS AND CONTINGENT LIABILITIES
Rental payments and related subleasing rentals under
operating leases are as follows:

                                RENTAL PAYMENTS
                           ----------------------
                                                      SUBLEASING
                           MINIMUM      CONTINGENT      RENTALS
                           ----------- ------------   -------------
     1994                  $36,268,800    $448,300    $22,329,500
     1995                   35,264,400     422,900     22,045,500
     1996                   31,711,700     486,600     21,628,300


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

Future minimum rental payments under long-term leases are as
follows at December 28, 1996:
                                               OPERATING
                                                 LEASES
                                             ------------
     1997                                    $ 30,644,000
     1998                                      29,566,500
     1999                                      28,297,000
     2000                                      27,163,700
     2001                                      26,079,700
     Thereafter                               210,877,200
                                             ------------
     Total                                   $352,628,100
                                             ============

Total minimum rentals to be received in the future under non-
cancelable subleases as of December 28, 1996 are $265,510,700.

The Company has guaranteed customer bank loans and customer
leases amounting to $645,700 and $983,500, respectively, at
December 28, 1996.

The Company is involved in various claims and litigation
arising in the normal course of business. In the opinion of
management, the ultimate resolution of these actions will
not materially affect the consolidated financial position,
results of operations or cash flows of the Company.


11. EARNINGS PER SHARE
Earnings per share are not presented because they are not
deemed meaningful. See Notes 3 and 7 relating to patronage
dividends and common stock repurchase requirements.

BOARD OF DIRECTORS


Gerald F. Lestina
PRESIDENT & CEO

Robert D. Ranus
VICE PRESIDENT &
CHIEF FINANCIAL OFFICER

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

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

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

Patrick D. McAdams
MCADAMS, INC.
OCONOMOWOC, WI

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

George C. Kaiser
MILWAUKEE, WI

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

Brenton H. Rupple
MILWAUKEE, WI


ELECTED CORPORATE OFFICERS


Gerald F. Lestina
PRESIDENT & CEO

Ralph D. Beketic
VICE PRESIDENT -
WHOLESALE

David C. Busch
VICE PRESIDENT
OF ADMINISTRATION

Edward G. Kitz
VICE PRESIDENT, SECRETARY
& TREASURER

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

Robert D. Ranus
VICE PRESIDENT &
CHIEF FINANCIAL OFFICER

Michael J. Schmitt
VICE PRESIDENT - SALES
AND DEVELOPMENT

Marion H. Sullivan
VICE PRESIDENT OF
MARKETING



ADVISORY COMMITTEE


Kent Burnstad
BURNSTAD'S SUPERMARKET
P.O. BOX 768
TOMAH, WI 54660

Bob Glisch
MEGA MARTS, INC.
6400 S. 27TH STREET
OAK CREEK, WI 53154

Tom McAdams
PICK 'N SAVE - MUKWONAGO
1010 ROCHESTER STREET
MUKWONAGO, WI 53149

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

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

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

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

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

Rick Walker
PICK 'N SAVE - EAU CLAIRE
2717 BIRCH STREET
P.O. BOX 1508
EAU CLAIRE, WI 54703


TRUSTEES

Gerald F. Lestina
PRESIDENT & CEO

Edward G. Kitz
ViCE PRESIDENT, SECRETARY
& TREASURER

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

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

Gary R. Sarner
PRESIDENT & COO
CHRISTIANA COMPANIES, INC.
MILWAUKEE, WI

Robert R. Spitzer
PRESIDENT EMERITUS
MILWAUKEE SCHOOL OF
ENGINEERING
MILWAUKEE, WI


DIVISIONAL MAP

PICTURE OF MAP SHOWN


1.  CORPORATE OFFICE - ROUNDY'S, INC.
    23000 ROUNDY DRIVE, PEWAUKEE WI  53072

2.  MILWAUKEE DIVISION
    11300 W BURLEIGH STREET, WAUWATOSA, WI  53222

3.  ROUNDY'S GENERAL MERCHANDISE DIVISION
    400 WALTER ROAD, MAZOMANIE, WI  53560

4.  ELDORADO DIVISION
    ROUTE 45 SOUTH, ELDORADO, IL  62930

5.  EVANSVILLE PERISHABLE DIVISION
    4501 PETERS ROAD, EVANSVILLE, IN  47711

6.  WESTVILLE DIVISION
    6500 SOUTH U.S. 421, WESTVILLE, IN  46391

7.  SOUTH BEND PERISHABLE DIVISION
    2107 WESTERN AVENUE, SOUTH BEND IN  46619

8.  MUSKEGON DIVISION
    1764 CRESTON STREET, MUSKEGON, MI  49443

9.  VAN WERT DIVISION
    1200 N. WASHINGTON, VAN WERT, OH  45891

10. LIMA DIVISION
    1100 PROSPERITY ROAD, LIMA, OH  45802


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