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



(Mark One)
(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
         For the fiscal year ended January 1, 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:  33-57505
                               --------

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

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

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

Registrant's telephone number, including area code: (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 15, 2000, 11,300 shares of Class A (voting)
Common Stock and 1,172,248 shares of Class B (non-voting)
Common Stock were outstanding.  All of the outstanding
shares of Class A Common Stock on January 1, 2000 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 January 1, 2000
<PAGE>

                           PART I

The discussions in this Annual Report on Form 10-K and in
the Company's 1999 Annual Report to stockholders
incorporated herein by reference contain forward-looking
statements within the meaning of Section 27A of the
Securities Exchange Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended.  All
statements other than statements of historical facts
included herein or therein are forward-looking statements.
In particular, without limitation, terms  such as
"anticipate," "believe," "estimate," "expect," "indicate,"
"may be," "objective," "plan," "predict," "should," and
"will" are intended to identify forward-looking statements.
Forward-looking statements are subject to certain risks,
uncertainties and assumptions which could cause actual
results to differ materially from those predicted.
Important factors that could cause actual results to differ
materially from such expectations ("Cautionary Factors") are
disclosed herein (see "Cautionary Factors" at the end of
Item 1, below).  Although the Company believes that the
expectations reflected in such forward-looking statements
are reasonable, it can give no assurance that such
expectations will prove to have been correct.  All
subsequent written or oral forward-looking statements
attributable to the Company or persons acting on behalf of
the Company are expressly qualified in their entirety by the
Cautionary Factors.

ITEM 1.   Business.
          ---------
                           GENERAL
                           -------
Roundy's, Inc. and its subsidiaries (collectively the "Company") are
engaged principally in the wholesale distribution of food and nonfood
products to supermarkets and warehouse food stores located in Wisconsin,
Illinois, Michigan, Indiana, Ohio, Kentucky, Missouri, Arkansas,
Minnesota, Pennsylvania, Tennessee and West Virginia. As of January 1,
2000, the Company also owns and operates 14 retail warehouse food stores
under the name "Pick 'n Save" or "Park & Save," and nine conventional
food stores under the names "Park & Shop", "Orchard Foods", "Village
Market" or "Buy Low Foods."  The Company offers its retail customers a
complete line of nationally-known name brand merchandise, as well as a
number of its own private and controlled labels.  The Company services
822 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 "1999" and "fiscal 1999" refer to the 52-week
fiscal year ended January 1, 2000; the terms "1998" and "fiscal 1998"
refer to the 52-week fiscal year ended January 2, 1999; and the terms
"1997" and "fiscal 1997" refer to the 53-week fiscal year ended January
3, 1998.
<PAGE>

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

As of January 1, 2000, all of Roundy's outstanding Class A (Voting)
Common Stock is owned by the owners ("stockholder-customers") of 120
retail grocery stores serviced by Roundy's.  These stockholder-
customers, who own approximately 73% 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 27%
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 1999, 1998 and 1997 were
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.

Roundy's subsidiaries do not operate as cooperatives.  The customers
serviced by these subsidiaries are independent grocers, operating 702
retail stores.  They do not receive patronage dividends.
<PAGE>

                 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 $182,855,000,
$173,339,000 and $179,032,000 of the Company's sales during fiscal 1999,
1998 and 1997, 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 1999.

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 40% of the Company's consolidated net sales
and service fees for fiscal 1999, 39% for fiscal 1998 and 37% for fiscal
1997.  At January 1, 2000, Roundy's had 58 stockholder-customers
actively engaged in the retail grocery business, operating a total of
120 retail grocery stores. Roundy's cooperative wholesale food business
is focused primarily in Wisconsin, where all but 3 of the 120 retail
grocery stores are located (3 are in Illinois).  At January 1, 2000 the
Company (including its subsidiaries) had 702 independent retail food
store customers.  Sales by the Company to the independent retail food
stores accounted for 48%, 50% and 52% of the Company's consolidated net
sales and service fees for fiscal 1999, 1998 and 1997, 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 12 state area the Company serviced 120 retail grocery
stores operated by its stockholder-customers, 702 retail stores operated
by non- stockholders and 23 Company-owned and operated retail stores
during fiscal 1999.  Of the Company's consolidated net sales and service
fees for this period, $727,576,000 or 26.8% were attributable to five
customers, with one customer, Mega Marts, Inc., accounting for
$330,686,800 or 12.2% of such sales.  The Company has entered into a
letter of intent to purchase Mega Marts, Inc. and intends to operate
these 17 retail grocery stores as Company-owned retail stores.
Approximately 78% or 643 retail stores purchased less than $3,000,000
each from the Company in fiscal 1999.  107 customers owned more than one
retail food store, with one customer owning 40 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.

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
<PAGE>
Company charges its stockholder-customers for some of these services,
however, the income generated by such charges is not material.  The
foregoing services are also available to the Company's independent
retailers on a fee basis.

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


Loans outstanding as of January 1, 2000 were as follows:

<TABLE>
<CAPTION>

                                    Outstanding
             Number                   Balance      Range of    Range of
              of      Original         as of       Interest    Maturity
             Loans    Amount        Jan. 1, 2000     Rates      Dates
<S>          <C>      <C>           <C>            <C>         <C>
Inventory
Equipment
Loans        74       $43,045,400   $21,838,300    Variable(1) 2000-2011

     (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 $53,300 and $170,800, respectively at January 1, 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 2000 to 2023.
Aggregate lease rentals received under this program were $23,312,300,
$23,207,000 and $21,249,900 in fiscal 1999, 1998 and 1997, respectively.

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

The Company generally distributes its various product lines by a fleet
of 272 tractor cabs and 664 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
<PAGE>
storeowners are considered delinquent if not paid on the statement date.
Accounts of multiple storeowners 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 clearinghouse ("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 1999, 1998 and 1997, the
Company's bad debt expense was $1,596,100, $2,189,300 and $2,389,100,
respectively.

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

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

The Company operates two types of corporate stores (high volume-limited
service retail "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 73,000 square
feet per store. Conventional retail stores operated under the names
"Park & Shop," "Orchard Foods," "Village Market" or "Buy Low Foods,"
generally emphasize full service to the customer at competitive prices.
These stores range from 9,000 to 42,000 square feet.  The number of
stores operated by the Company at the end of its three most recent
fiscal years was as follows:

<TABLE>
<CAPTION>

        Type of Store           1999       1998       1997
<S>                             <C>        <C>        <C>
High Volume-Limited Service
Stores.......................    14         13         14
Conventional Retail
Stores.......................     9          6          7

</TABLE>

Sales by Company-operated stores during the three most recent fiscal
years were $323,857,300, $284,127,500 and $291,612,600 for fiscal 1999,
1998 and 1997, respectively. The additional volume of wholesale sales
generated by the retail stores owned and operated by the Company helps
to reduce the overhead of the business and increases the Company's
return to its stockholders.

                          EMPLOYEES
                          ---------

At January 1, 2000, the Company employed full-time 1,140 executive,
administrative and clerical employees, 1,517 warehouse and processing
employees and drivers and 980 retail employees, and had 1,980 part-time
employees. Substantially all of the Company's warehouse employees,
drivers and retail employees are represented by unions, with contracts
expiring in 2000 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 52% 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 1999.

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.


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:
<PAGE>

<TABLE>
<CAPTION>

                                                     Approximate
                                                      Warehouse
     Location             Products Distributed      Square Footage
<S>                       <C>                       <C>
Wauwatosa, Wisconsin      All product lines,        745,000 (O)
(two facilities)          except nonfood products   192,000 (L)

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

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

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

Eldorado, Illinois        Dry 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

                    O = Owned               L = Leased
</TABLE>

In addition to the above, as of January 1, 2000, the Company operates 23
retail grocery stores, ranging from 9,000 to 73,000 square feet.  These
facilities are primarily leased. As of March 15, 2000, the Company owns
and operates 29 retail grocery stores.

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

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

The Company's transportation fleet for distribution operations as of
January 1, 2000 consisted of 272 tractor cabs, 664 trailers and 5
straight delivery trucks.  In addition, the Company owns 26 automobiles.
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 financial
statements, although no assurance to that effect can be given.  See
"Cautionary Statements - Litigation" above.

<PAGE>
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 1999.



                           PART II

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

The transfer of shares of Roundy's Class A Common and Roundy's Class B
Common is substantially restricted, and there is no established public
trading market for Roundy's stock.  As of January 1, 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 58 holders of such Certificates on January 1, 2000. On
January 1, 2000 an aggregate of 200 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.

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

The information required by this Item is incorporated by reference from
the Registrant's Annual Report to Stockholders for the fiscal year ended
January 1, 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. Quantitative and Qualitative Disclosure About Market Risk.
         ----------------------------------------------------------

The Company's only exposure to market risk relates to interest rate risk
associated with its long-term debt.  The effect of a 10% change in the
interest rates would not have a material effect on future earnings, fair
values or cash flows.

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       57    President and Chief Executive
                              Officer since 1995; Director since
                              1991 (term expires 2002)

Roger W. Alswager       51    Vice President of Real Estate since 1989

Londell J. Behm         49    Vice President of Advertising since 1987

Ralph D. Beketic        53    Vice President-Wholesale since 1996;
                              President of Milwaukee Division 1993-1995

David C. Busch          51    Vice President of Administration since 1993

Edward G. Kitz          46    Vice President, Secretary & Treasurer since 1995

Charles H. Kosmaler,Jr. 57    Vice President Planning and Information Services
                              since 1999; Vice President of Logistics and
                              Planning 1993-1998

Debra A. Lawson         44    Vice President of Human Resources since 1997;
                              Vice President Administration-Milwaukee
                              Division 1994-1996

John E. Paterson        52    Vice President-Distribution since 1997;
                              Vice President of Operations-Milwaukee
                              Division 1993-1996

Robert D. Ranus         59    Vice President and Chief Financial
                              Officer since 1987; Director since
                              1987 (term expires 2000)

Michael J. Schmitt      51    Vice President-Sales and Development since 1995

Marion H. Sullivan      53    Vice President of Marketing since 1989

Robert E. Bartels       62    Director since 1994 (term expires 2000);
                              President and Chief Executive Officer of
                              Martin's Super Markets, Inc., South Bend,
                              Indiana

Charles R. Bonson       53    Director since 1994 (term expires 2000);
                              President of Bonson's Foods, Inc.,
                              Eagle River, Wisconsin
<PAGE>

Robert S. Gold          57    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        67    Director since 1986 (term expires 2001);
                              Chairman and Chief Executive Officer Hanger
                              Tight Company since 1988; Chief Executive
                              Officer of George C. Kaiser and Co. since 1988;
                              Director of The Baird Funds, Inc. since 1992

Henry Karbiner, Jr.     59    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      50    Director since 1995 (term expires 2001);
                              General Manager and Treasurer of McAdams, Inc.,
                              Wales, Wisconsin

George E. Prescott      52    Director since 1999 (term expires 2002);
                              Chairman and Chief Executive Officer of
                              Prescott's Supermarkets, Inc., West Bend,
                              Wisconsin

Gary R. Sarner          53    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      1999   $410,231   $126,646     -            $12,625
President and Chief    1998    380,000    114,000    4,000          12,152
Executive Officer      1997    371,058    105,120      -             9,994
Officer

Robert D. Ranus        1999    232,500     69,283      -            11,613
Vice President and     1998    227,500     68,250      -             8,829
Chief Financial        1997    221,077     62,496      -            11,409
Officer

Ralph D. Beketic       1999    195,077     59,598      -            13,869
Vice President         1998    182,000     54,600      -            13,147
Wholesale              1997    177,981     50,400      -             5,562

Marion H. Sullivan     1999    180,000     53,638      -            10,296
Vice President         1998    172,000     51,600      -             6,993
of Marketing           1997    167,981     47,520      -             8,910

Michael J. Schmitt     1999    172,616     53,638      -             7,908
Vice President         1998    160,000     48,000      -             6,880
of Sales &             1997    157,596     44,640      -             8,580
Development
</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 1999, 1998, and 1997,
     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 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. For 1997 -
     Mr. Lestina:  $6,819 and $3,175. Mr. Ranus:  $7,861 and $3,547.
     Mr. Beketic:  $2,670 and $2,891.  Mr. Sullivan:  $6,019 and
     $2,891.  Mr. Schmitt:  $6,061 and $2,518.
<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.

Loan Guarantees
---------------
The Board of Directors of the Company has authorized the Company to
guarantee the repayment of any loans incurred by senior executives and
key employees for the purpose of exercising certain stock options
granted by the Company. The guarantee is limited to a total aggregate
principal amount of loans of $2,000,000.  There were no employee
guarantees outstanding as of January 1, 2000.

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

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 Director approves an amount in excess of that limit.  For 1999,
the Board of Directors approved an annual deferral of $146,000. 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
<PAGE>
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.

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 57) 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 59) 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.

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 Executive Compen-
<PAGE>
sation Committee of the Board of Directors.  No options or SARs may be
granted under the Plan after November 30, 2001.  Options granted become
exercisable based on a vesting schedule, which ranges from 20% at the
date of grant to 100% eight years from the date of grant.  SAR holders
are entitled, upon exercise of a SAR, to receive cash in an amount equal
to the excess of the 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
-----------------

There were no options or SARs granted during fiscal 1999.


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

The following table provides information on the Named Executive Officers'
option and SAR exercises in 1999 and the value of unexercised options at
January 1, 2000.
<TABLE>
<CAPTION>
                                             Number of
                                            Unexercised
                      Shares                (A)Options       Value ($) of
                     Acquired               (B)SARs          Unexercised In-The
                    on Exercise             at 01/01/00      Money (A)Options
                   (A)Options    Value($)   Exercisable/     (B)SARs at 01/01/00
Name                 (B)SARs     Realize   Unexercisable     Exercisable/Unexercisable
-----------------  ------------  -------   -------------     -------------------------
<S>                    <C>        <C>       <C>               <C>          <C>
Gerald F. Lestina      (A) -       -        18,833/2,667      1,171,075    68,275
                       (B) -       -           -    -             -          -

Robert D. Ranus        (A) -       -        10,500/ -           756,800      -
                       (B) -       -           -    -             -          -

Ralph D. Beketic       (A) -       -         1,950/50           110,865     3,560
                       (B) -       -         1,750/250          110,195    16,530

Marion H. Sullivan     (A) -       -         1,450/50           108,890     3,560
                       (B) -       -         2,350/150          161,105    10,045

Michael J. Schmitt     (A) -       -         3,050/450          212,650    29,500
                       (B) -       -         1,450/50           108,890     3,560
</TABLE>

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.
<PAGE>

The following table sets forth the estimated annual pensions (before
deduction of the Social Security offset described below) which persons
in specified categories would receive if they had retired on January 1,
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           29,800          44,700        59,600          74,500          82,000      89,400
 175,000           31,200          46,800        62,400          78,000          85,800      93,600
 200,000           31,200          46,800        62,400          78,000          85,800      93,600
 225,000           32,200          48,900        65,700          82,500          90,000     100,000
 250,000           33,600          52,300        71,000          89,600          98,900     110,100
 300,000           36,300          58,200        80,100         102,000         114,600     127,700
 400,000           36,300          58,200        80,100         102,000         114,600     127,700
 450,000           36,300          58,200        80,100         102,000         114,600     127,700
 500,000           36,300          58,200        80,100         102,000         114,600     130,000
</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:  30 years, Mr.
Ranus:  13 years, Mr. Beketic:  9 years, Mr. Sullivan:  12 years, and
Mr. Schmitt:  22 years.

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
1999; 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 1999.
<PAGE>

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 January 1, 2000, 12,000 shares of Class A Common
and 1,148,563 shares of Class B Common were outstanding.

Roundy's has a Voting Trust (the "Trust") which was established in August,
1971 (was amended and restated in 1983 and was further amended in 1986 and
1995), as the successor to an initial voting trust created at the time
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 30, 2000, 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, Madison, McFarland,
Stoughton and Sun Prairie, Wisconsin, and is a stockholder-customer of
Roundy's.  Mr. Spiegelhoff is Vice President of Portage Pick 'n Saves, Inc.
and Spiegelhoff Super Food Market, Inc., stockholder-customers 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 15, 2000, 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.


                                           Beneficial Ownership (1)
                                     ----------------------------------
                                     Class A Common     Class B Common
                                     ---------------    ---------------
                                     Number  Percent    Number  Percent
                                       of      of         of      of
                                     Shares   Class     Shares   Class
                                               (2)                (2)
                                     ---------------    ---------------

Woodman's Food Market, Inc. (3)       700      6.19%   105,165   8.97%
McAdams, Inc. (4)                     700      6.19%    81,199   6.93%
Mega Marts, Inc. and NDC, Inc. (5)  1,700     15.04%   131,929  11.25%
Gerald F. Lestina (6)                -(7)      -(7)     23,272   1.95%
Robert D. Ranus (8)                  -(7)      -(7)     14,925   1.26%
George C. Kaiser (9)                 -(7)      -(7)      4,667    *
Robert E. Bartels (10)               -(7)      -(7)      4,916    *
Gary R. Sarner                       -(7)      -(7)      1,333    *
George E. Prescott (11)               600      5.31%    85,686   7.31%
Gary N. Gundlach (12)                 600      5.31%    30,632   2.61%
Robert S. Gold (17)                   400      3.54%    37,969   3.24%
Charles R. Bonson (13)                200      1.77%    22,038   1.88%
Patrick D. McAdams (4)                700      6.19%    81,199   6.93%
Ralph D. Beketic (14)                -(7)      -(7)      1,950     *
Marion H. Sullivan (15)              -(7)      -(7)      1,450     *
Michael J. Schmitt (16)              -(7)      -(7)      5,217     *
All Directors and Executive         1,900     16.81%   299,006  24.53%
Officers as a Group (18)


(1)  Direct ownership except as otherwise noted, and except
     that all shares of Class A Common Stock shown in the
     table are owned of record by the Trustees of the
     Roundy's, Inc. Voting Trust.
(2)  Asterisk (*) denotes less than 1%.
(3)  Voting and investment power over the shares owned by
     Woodman's Food Market, Inc., whose address is 2919
     North Lexington, Janesville, Wisconsin 53545, is solely
     held by its owner, Willard R. Woodman, Jr.
(4)  Voting and investment power over the shares owned by
     McAdams, Inc., whose address is 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.
(5)  Voting and investment power over the shares owned by
     Mega Marts, Inc. and NDC, Inc., whose address is 150 W.
     Holt Avenue, Milwaukee, Wisconsin 53207, is solely held
     by a trust.  The Company has entered into a letter of
     intent to acquire Mega Marts, Inc. and upon the
     consummation of such acquisition, these shares will
     become treasury shares.

<PAGE>

(6)  Includes options for 20,166 shares that are exercisable
     within 60 days of March 15, 2000.
(7)  The Class A Common may only be held by the owners
     ("stockholder-customers") of retail grocery stores
     serviced by Roundy's.
(8)  Includes options for 10,500 shares that are exercisable
     within 60 days of March 15, 2000.
(9)  Includes 667 shares owned by FTC Master Profit Sharing
     Plan for George C. Kaiser & Company.
(10) Includes 3,949 shares owned by Martin's Super Markets,
     Inc., of which Mr. Bartels is President and
     shareholder.
(11) Includes 600 shares of Class A Common Stock and 56,928
     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.
(12) Relates to shares owned by Gary N. Gundlach, as sole
     proprietor and of GEM, Inc. of which Mr. Gundlach is
     principal shareholder.
(13) Relates to shares owned by Bonson's Foods, Inc. of
     which Mr. Bonson is principal shareholder.
(14) Includes options for 1,950 shares that are exercisable
     within 60 days of March 15, 2000.
(15) Includes options for 1,450 shares that are exercisable
     within 60 days of March 15, 2000.
(16) Includes options for 3,050 shares that are exercisable
     within 60 days of March 15, 2000.
(17) 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.
(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 46,916 shares
     that are exercisable within 60 days of March 15, 2000,
     but does not include options for an additional 2,084
     shares that have been granted but are not exercisable
     within 60 days of March 15, 2000.
<PAGE>

ITEM 13. Certain Relationships and Related Transactions.
         -----------------------------------------------
      Proposed  Acquisition of Mega Marts, Inc. and  Certain Assets  of
NDC,  Inc.  Roundy's, Inc. has entered into a letter  of intent with
the shareholders of Mega Marts, Inc. ("Mega Marts") and NDC, Inc. ("NDC"),
pursuant to which the Company proposes to purchase all of the voting
securities of Mega Marts  and certain assets of NDC.  The purchase  price
for  the  securities of Mega Marts is expected to be approximately
$123,000,000, subject to certain  post-closing adjustments, and was
determined pursuant to arm's length negotiations between management
and representatives of the Company and management and representatives of
Mega  Marts. In connection with its proposed acquisition of  the  voting
securities of Mega Marts, the Company also agreed to purchase certain of
the assets of NDC, whose voting securities are held by some of the
shareholders of Mega Marts.  The purchase price for the NDC assets is
expected to be approximately $11,000,000, and was determined pursuant to
arm's length negotiations between management and representatives
of the Company and management and representatives of NDC.  Several
offerices of the registrant, under the direction of Gerald F. Lestina,
were primarily responsible for determining the purchase price for these
assets. As consideration for a non-competition agreement,  with  a  five
year term, from Gary L. Fryda, John M. Rupcich and David  A. Ulrich,  Jr.,
shareholders of Mega Marts, the Company  will pay an aggregate of
$1,000,000 over a five year period.  The anticipated closing of these
transactions is March 31, 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.

      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 owned 5.31% of the
voting securities of Roundy's, Inc. as of March 15, 2000 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 15, 2000 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:
<PAGE>
<TABLE>
<CAPTION>

                                       Merchandise Purchases (Amount)
                                       1999         1998         1997
                                   ------------ ------------ ------------
<S>                                <C>          <C>          <C>
Robert E. Bartels (1)              $114,177,900 $118,724,000 $114,306,000
Charles R. Bonson (2)                17,372,000   14,043,000    8,471,000
Victor C. Burnstad (3)               22,280,800   20,540,000   19,320,000
Robert S. Gold (4)                   67,534,400   61,681,000   52,712,000
Gary N. Gundlach (5)                 55,954,300   48,643,000   47,514,000
Patrick D. McAdams/
  McAdams, Inc. (6)                  97,272,100   88,239,000   70,639,000
David J. Spiegelhoff (7)             45,669,800   39,948,000   20,469,000
George E. Prescott/
  Prescott Supermarkets, Inc. (8)    87,682,500   81,668,000   78,218,000
Woodman's Food Market, Inc.          54,943,300   54,195,000   51,395,000
Mega Marts, Inc. and NDC, Inc. (9)  330,686,800  294,483,000  271,690,000
Gary R. Sarner (10)                     n/a        n/a        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 eight
     years for an annual rental of approximately $137,400.

3.   Through Burnstad Bros., Inc.  Burnstad Bros., Inc. is
     currently subleasing land and a building from the Company for a
     period of three years, for an annual rental of approximately
     $44,000.  In November, 1997, Burnstad Bros., Inc. issued promissory
     notes to Roundy's, Inc. in the amount of $48,200.  The amount
     outstanding as of January 1, 2000 was $24,000.

4.   Through B. & H. Gold Corporation, Gold's Market, Inc., Gold's,
     Inc., and Gold's of Mequon LLC.  These entities are currently
     subleasing land and buildings from the Company for periods of six
     to 25 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 nine to 20 years at five store
     sites, for an aggregate annual rental of approximately $1,474,000.

6.   Through McAdams, Inc.  McAdams, Inc. is currently subleasing
     land and buildings from the Company for periods of 10 and 11 years
     at two store sites, for an aggregate annual rental of approximately
     $555,000.  During fiscal 1999, McAdams Realty Company purchased a
     24 acre parcel of land from the Company for approximately $1.5 million.

7.   Through Speigelhoff's Super Food Market, Inc. and Portage Pick
     'n Saves, Inc.  Speigelhoff's Super Food Market, Inc. and Portage
     Pick 'n Saves, Inc. are currently subleasing land and buildings
     from the Company for periods of seven to 17 years at four store
     sites for an aggregate annual rental of approximately $1,079,500.

8.   Prescott Supermarkets, Inc. is currently subleasing land and
     buildings from the Company for periods of three to 13 years at five
     store sites, for an aggregate annual rental of approximately
     $1,775,000.

9.   Mega Marts, Inc. is subleasing land and buildings from the
     Company for periods of two to 15 years at seven store sites and one
     additional storage site, for an aggregate annual rental of
     approximately $2,356,900.

10.  The Company made payments in fiscal 1999 aggregating
     $1,615,100 for handling, order selecting and storage of frozen
     food, meat and ice cream to Total Logistic Control, LLC of which
     Mr. Sarner is Chairman.
<PAGE>

                           PART IV

ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
         ----------------------------------------------------------------
(a)(1)    Financial Statements

The following consolidated financial statements of the Company are
incorporated by reference from its Annual Report to Stockholders for the
year ended January 1, 2000, filed as an exhibit hereto:

     Independent Auditors' Report
     Statements of Consolidated Earnings for the years ended
          January 1, 2000, January 2, 1999 and January 3, 1998.
     Consolidated Balance Sheets at January 1, 2000 and
          January 2, 1999
     Statements of Consolidated Stockholders' Equity for the years ended
          January 1, 2000, January 2, 1999
          and January 3, 1998
     Statements of Consolidated Cash Flows for the years ended
          January 1, 2000, January 2, 1999 and January 3, 1998.
     Notes to Financial Statements

(a)(2)    Financial Statement Schedules for the years ended
          January 1, 2000, January 2, 1999 and January 3,1998

                                                            Page

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

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

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

(a)(3)    Exhibits

2.1   Asset Purchase Agreement by and between the Registrant and
      Ultra Mart, Inc. dated December 23, 1999.  FILED HEREWITH.
3.1   Articles of Incorporation of the Registrant, as
      amended, incorporated herein by reference to Exhibit
      4.1 of Registrant's Registration Statement on Form S-
      2 (File No. 2-94485) dated December 5, 1984.
3.2   By-Laws of the Company as amended February 24, 1998,
      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. 33-57505.
4.1   Policy Relating to Redemption of Stock by Inactive
      Customer Shareholders and Former Employees,
      incorporated herein by reference to Exhibit 4.1 of
      the Registrant's Annual Report on Form 10-K for the
      fiscal year ended December 28, 1996, filed with the
      Commission on March 26, 1997, Commission File No. 33-
      57505 (included as Exhibit D to the prospectus which
      forms a part of the Registration Statement).
4.2   Note Agreement dated December 15, 1991 (effective
      December 30, 1991), between Roundy's, Inc. and
      Massachusetts Mutual Life Insurance Company and
      United of Omaha Life Insurance Company, incorporated
      herein by reference to Exhibit 4.9 of Registrant's
      Annual Report on Form 10-K for the fiscal year ended
      December 28, 1991, filed with the Commission on March
      26, 1992, Commission File No. 2-66296.
4.3   Note Agreement dated December 15, 1992 between
      Roundy's, Inc. and Connecticut Mutual Life Insurance
      Company, The Ohio National Life Insurance Company,
      Provident Mutual Life Insurance Company of
      Philadelphia, Providentmutual Life and Annuity
      Company of America, Guarantee Mutual Life Company,
      Woodmen Accident and Life Company and United of Omaha
      Life Insurance Company, incorporated herein by
      reference to Exhibit 4.11 of Registrant's Annual
      Report on Form 10-K for the fiscal year ended January
      2, 1993, filed with the Commission on March 30, 1993,
      Commission File No. 2-66296.
4.4   Policy Regarding Issuance and Sales of Roundy's, Inc.
      Stock, incorporated herein by reference to Exhibit
      4.11 of Registrant's Registration Statement on Form S-
      2 (File No. 33-57505) filed with the Commission on
      January 30, 1995 (included as Exhibit E to the
      prospectus which forms a part of the Registration
      Statement).
4.5   Note Agreement dated December 22, 1993 (effective
      December 22, 1993), between Roundy's, Inc. and The
      Variable Annuity Life Insurance Company, The Life
      Insurance Company of Virginia, Phoenix Home Life
      Mutual Insurance Company, Phoenix American Life
      Insurance Company, Washington National Insurance
      Company, and TMG Life Insurance Company, incorporated
      herein by reference to Exhibit 4.14 of Registrant's
      Annual Report on Form 10-K for the fiscal year ended
      January 1, 1994, filed with the Commission on March
      31, 1994, Commission File No. 2-66296.
4.6   Form of Subscription Agreement, incorporated by
      reference to Exhibit 4.14 of Registrant's
      Registration Statement on Form S-2 (File No. 33-
      57505) filed with the Commission on January 30, 1995
      (included as Exhibit A to the prospectus which forms
      a part of the Registration Statement).
4.7   Form of Buying Deposit Agreement, incorporated by
      reference to Exhibit 4.15 of Registrant's
      Registration Statement on Form S-2 (File No. 33-
      57505) filed with the Commission on January 30, 1995
      (included as Exhibit B to the prospectus, which forms
      a part of the Registration Statement).
4.8   Article V of Registrant's By-Laws "Fiscal Year
      Accounting and Patronage Rebates," as amended on
      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).
4.9   First Amendment dated May 1, 1996 to Note Agreements
      dated December 15, 1991 and Note Agreements dated
      December 15, 1992 and Note Agreements dated December
      22, 1993, incorporated herein by reference to Exhibit
      4.16 of Registrant's Form 10-Q for the quarterly
      period ended June 29, 1996, filed with the Commission
      on August 13, 1996, Commission File No. 33-57505.
4.10  Note Agreement dated May 15, 1996 between Roundy's,
      Inc. and The Ohio National Life Insurance, Phoenix
      American Life Insurance Company, Provident Mutual
      Life Insurance, Providentmutual Life and Annuity
      Company of America, United of Omaha Life Insurance
      Company, John Alden Life Insurance Company, Oxford
      Life Insurance Company, The Security Mutual Life
      Insurance Company of Lincoln, Nebraska and Woodman
      Accident and Life Company, incorporated herein by
      reference to Exhibit 4.17 of Registrant's Form 10-Q
      for the quarterly period ended June 29, 1996, filed
      with the Commission on August 13, 1996, Commission
      File No. 33-57505.

4.11  Credit Agreement dated December 13, 1996, between
      Roundy's, Inc. and PNC Bank, NA (as agent),
      incorporated herein by reference to Exhibit 4.11 of
      Registrant's Annual Report on Form 10-K for the
      fiscal year ended December 28, 1996, filed with the
      Commission on March 26, 1997, Commission File No. 33-
      57505.
9     Amended and Restated Voting Trust Agreement dated
      September 16, 1983, incorporated herein by reference
      to Exhibit 9 of Registrant's Annual Report on Form 10-
      K for the year ended December 31, 1983, filed with
      the Commission on March 30, 1984, Commission File No.
      2-66296.
9(a)  Amendments No. 1 and 2, dated April 8, 1986 to
      Amended and Restated Voting Trust Agreement,
      incorporated herein by reference to Exhibit 9(a) of
      Registrant's Registration Statement on Form S-2 (File
      No. 2-66296), dated April 29, 1986.
9(b)  Amendment No. 1987-1 to Amended and Restated Voting
      Trust Agreement, incorporated herein by reference to
      Exhibit 9(b) of Registrant's Registration Statement
      on Form S-2 (File No. 2-66296), dated April 29, 1987.
9(c)  Amendment 1995-1 to the Roundy's, Inc. Voting Trust
      Agreement, incorporated herein by reference to
      Exhibit 9(c) of Registrant's Registration Statement
      on Form S-2 (File No. 33-57505), dated May 1, 1995.
9(d)  Amendment 1995-2 to the Roundy's, Inc. Voting Trust
      Agreement, incorporated herein by reference to
      Exhibit 9(d) of Registrant's Registration Statement
      on Form S-2 (File No. 33-57505), dated April 26,
      1996.
10.1 Deferred Compensation Agreement 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.
10.2  Directors and Officers Liability and Corporation
      Reimbursement Policy issued by American Casualty
      Company of Reading, Pennsylvania (CNA Insurance
      Companies) as of June 13, 1986, incorporated herein
      by reference to Exhibit 10.3 of Registrant's Annual
      Report on Form 10-K for the fiscal year ended January
      3, 1987, filed with the Commission on April 3, 1987,
      Commission File No. 2-66296.
10.2(a) Declarations page for renewal through November 1,
      2001 of Directors and Officers Liability and
      Corporation Reimbursement Policy.  FILED HEREWITH.
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 June 3, 1998,
      incorporated herein by reference to Exhibit 10.6 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. 33-57505.
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. 33-57505.
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. 33-57505.
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. 33-57505.
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. 33-57505.
13    Portions of 1999 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.
27    Financial Data Schedule.
(b)   Reports on Form 8-K.
      On November 8, 1999, the Company filed a Form 8-k stating that on
      November 3, 1999, the Board of Directors of Roundy's, Inc. ("Roundy's")
      of Pewaukee, Wisconsin, has approved the acquisition of the supermarket
      assets of Ultra Mart, Inc., an independent owner/operator of seven
      Pick 'n Save store in Wisconsin.  Also, on November 5, 1999, the Board
      of Directors of Roundy's, Inc. has authorized the purchase of the
      common stock of Mega Marts, Inc. and the assets of Tri City Pick 'n
      Save store owned by N.D.C., Inc., an affiliate of Mega Marts, Inc.

<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 its subsidiaries as of January 1, 2000
and January 2, 1999, and for each of the three years in the
period ended January 1, 2000 and have issued our report
thereon dated February 25, 2000; such consolidated financial
statements and report are included in your 1999 Annual
Report to Stockholders and are incorporated herein by
reference.  Our audits also included the financial statement
schedule of Roundy's, Inc. listed in Item 14.  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 25, 2000
<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 at   Charged    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 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  $1,473,300            $  760,600    $6,361,600
Notes receivable, long-term     5,299,000     716,000                  -        6,015,000

YEAR ENDED January 3, 1998:
Allowance for Losses:
Current receivables            $6,314,700  $2,389,100            $3,055,100    $5,648,700
Notes receivable, long-term     5,576,000      -                    277,000     5,299,000

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




                         SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, Roundy's, Inc. has duly
caused this report to be signed on its behalf of the
undersigned, thereunto duly authorized.

                                        ROUNDY'S, INC.


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

Date: March 21, 2000

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:

ROBERT E. BARTELS                       GERALD F. LESTINA
------------------                      ------------------
Robert E. Bartels                       Gerald F. Lestina
March 21, 2000                          March 21, 2000
(Director)                              (Director)

CHARLES R. BONSON                       PATRICK D. MCADAMS
------------------                      -------------------
Charles R. Bonson                       Patrick D. McAdams
March 21, 2000                          March 21, 2000
(Director)                              (Director)

ROBERT S. GOLD                          GEORGE E. PRESCOTT
-----------------                       --------------------
Robert S. Gold                          George E. Prescott
March 21, 2000                          March 21, 2000
(Director                               (Director

                                        ROBERT D. RANUS
-----------------                       -------------------
George C. Kaiser                        Robert D. Ranus
March 21, 2000                          March 21, 2000
(Director)                              (Director)

HENRY KARBINER, JR.                     GARY R. SARNER
--------------------                    ---------------------
Henry Karbiner, Jr.                     Gary R. Sarner
March 21, 2000                          March 21, 2000
(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 January 1, 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.  FILED HEREWITH.
3.1   Articles of Incorporation of the Registrant, as
      amended, incorporated herein by reference to Exhibit
      4.1 of Registrant's Registration Statement on Form S-
      2 (File No. 2-94485) dated December 5, 1984.
3.2   By-Laws of the Company as amended February 24, 1998,
      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. 33-57505.
4.1   Policy Relating to Redemption of Stock by Inactive
      Customer Shareholders and Former Employees,
      incorporated herein by reference to Exhibit 4.1 of
      the Registrant's Annual Report on Form 10-K for the
      fiscal year ended December 28, 1996, filed with the
      Commission on March 26, 1997, Commission File No. 33-
      57505 (included as Exhibit D to the prospectus which
      forms a part of the Registration Statement).
4.2   Note Agreement dated December 15, 1991 (effective
      December 30, 1991), between Roundy's, Inc. and
      Massachusetts Mutual Life Insurance Company and
      United of Omaha Life Insurance Company, incorporated
      herein by reference to Exhibit 4.9 of Registrant's
      Annual Report on Form 10-K for the fiscal year ended
      December 28, 1991, filed with the Commission on March
      26, 1992, Commission File No. 2-66296.
4.3   Note Agreement dated December 15, 1992 between
      Roundy's, Inc. and Connecticut Mutual Life Insurance
      Company, The Ohio National Life Insurance Company,
      Provident Mutual Life Insurance Company of
      Philadelphia, Providentmutual Life and Annuity
      Company of America, Guarantee Mutual Life Company,
      Woodmen Accident and Life Company and United of Omaha
      Life Insurance Company, incorporated herein by
      reference to Exhibit 4.11 of Registrant's Annual
      Report on Form 10-K for the fiscal year ended January
      2, 1993, filed with the Commission on March 30, 1993,
      Commission File No. 2-66296.
4.4   Policy Regarding Issuance and Sales of Roundy's, Inc.
      Stock, incorporated herein by reference to Exhibit
      4.11 of Registrant's Registration Statement on Form S-
      2 (File No. 33-57505) filed with the Commission on
      January 30, 1995 (included as Exhibit E to the
      prospectus which forms a part of the Registration
      Statement).
4.5   Note Agreement dated December 22, 1993 (effective
      December 22, 1993), between Roundy's, Inc. and The
      Variable Annuity Life Insurance Company, The Life
      Insurance Company of Virginia, Phoenix Home Life
      Mutual Insurance Company, Phoenix American Life
      Insurance Company, Washington National Insurance
      Company, and TMG Life Insurance Company, incorporated
      herein by reference to Exhibit 4.14 of Registrant's
      Annual Report on Form 10-K for the fiscal year ended
      January 1, 1994, filed with the Commission on March
      31, 1994, Commission File No. 2-66296.
4.6   Form of Subscription Agreement, incorporated by
      reference to Exhibit 4.14 of Registrant's
      Registration Statement on Form S-2 (File No. 33-
      57505) filed with the Commission on January 30, 1995
      (included as Exhibit A to the prospectus which forms
      a part of the Registration Statement).
4.7   Form of Buying Deposit Agreement, incorporated by
      reference to Exhibit 4.15 of Registrant's
      Registration Statement on Form S-2 (File No. 33-
      57505) filed with the Commission on January 30, 1995
      (included as Exhibit B to the prospectus, which forms
      a part of the Registration Statement).
4.8   Article V of Registrant's By-Laws "Fiscal Year
      Accounting and Patronage Rebates," as amended on
      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).
4.9   First Amendment dated May 1, 1996 to Note Agreements
      dated December 15, 1991 and Note Agreements dated
      December 15, 1992 and Note Agreements dated December
      22, 1993, incorporated herein by reference to Exhibit
      4.16 of Registrant's Form 10-Q for the quarterly
      period ended June 29, 1996, filed with the Commission
      on August 13, 1996, Commission File No. 33-57505.
4.10  Note Agreement dated May 15, 1996 between Roundy's,
      Inc. and The Ohio National Life Insurance, Phoenix
      American Life Insurance Company, Provident Mutual
      Life Insurance, Providentmutual Life and Annuity
      Company of America, United of Omaha Life Insurance
      Company, John Alden Life Insurance Company, Oxford
      Life Insurance Company, The Security Mutual Life
      Insurance Company of Lincoln, Nebraska and Woodman
      Accident and Life Company, incorporated herein by
      reference to Exhibit 4.17 of Registrant's Form 10-Q
      for the quarterly period ended June 29, 1996, filed
      with the Commission on August 13, 1996, Commission
      File No. 33-57505.

4.11  Credit Agreement dated December 13, 1996, between
      Roundy's, Inc. and PNC Bank, NA (as agent),
      incorporated herein by reference to Exhibit 4.11 of
      Registrant's Annual Report on Form 10-K for the
      fiscal year ended December 28, 1996, filed with the
      Commission on March 26, 1997, Commission File No. 33-
      57505.
9     Amended and Restated Voting Trust Agreement dated
      September 16, 1983, incorporated herein by reference
      to Exhibit 9 of Registrant's Annual Report on Form 10-
      K for the year ended December 31, 1983, filed with
      the Commission on March 30, 1984, Commission File No.
      2-66296.
9(a)  Amendments No. 1 and 2, dated April 8, 1986 to
      Amended and Restated Voting Trust Agreement,
      incorporated herein by reference to Exhibit 9(a) of
      Registrant's Registration Statement on Form S-2 (File
      No. 2-66296), dated April 29, 1986.
9(b)  Amendment No. 1987-1 to Amended and Restated Voting
      Trust Agreement, incorporated herein by reference to
      Exhibit 9(b) of Registrant's Registration Statement
      on Form S-2 (File No. 2-66296), dated April 29, 1987.
9(c)  Amendment 1995-1 to the Roundy's, Inc. Voting Trust
      Agreement, incorporated herein by reference to
      Exhibit 9(c) of Registrant's Registration Statement
      on Form S-2 (File No. 33-57505), dated May 1, 1995.
9(d)  Amendment 1995-2 to the Roundy's, Inc. Voting Trust
      Agreement, incorporated herein by reference to
      Exhibit 9(d) of Registrant's Registration Statement
      on Form S-2 (File No. 33-57505), dated April 26,
      1996.
10.1 Deferred Compensation Agreement 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.
10.2  Directors and Officers Liability and Corporation
      Reimbursement Policy issued by American Casualty
      Company of Reading, Pennsylvania (CNA Insurance
      Companies) as of June 13, 1986, incorporated herein
      by reference to Exhibit 10.3 of Registrant's Annual
      Report on Form 10-K for the fiscal year ended January
      3, 1987, filed with the Commission on April 3, 1987,
      Commission File No. 2-66296.
10.2(a) Declarations page for renewal through November 1,
      2001 of Directors and Officers Liability and
      Corporation Reimbursement Policy.  FILED HEREWITH.
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 June 3, 1998,
      incorporated herein by reference to Exhibit 10.6 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. 33-57505.
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. 33-57505.
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. 33-57505.
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. 33-57505.
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. 33-57505.
13    Portions of 1999 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.
27    Financial Data Schedule.
(b)   Reports on Form 8-K.
      On November 8, 1999, the Company filed a Form 8-K stating that on
      November 3, 1999, the Board of Directors of Roundy's, Inc. ("Roundy's")
      of Pewaukee, Wisconsin, has approved the acquisition of the supermarket
      assets of Ultra Mart, Inc., an independent owner/operator of seven
      Pick 'n Save stores in Wisconsin. Also, on November 5, 1999, the
      Board of Directors of Roundy's, Inc. has authorized the purchase
      of the common stock of Mega Marts, Inc and the assets of the Tri
      City Pick 'n Save store owned by N.D.C., Inc., an affiliate of
      Mega Marts, Inc.