SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K
                     Annual Report Pursuant to Section 13 or
                  15(d) of the Securities Exchange Act of 1934

                   For the fiscal year ended January 31, 1999
                         Commission File Number 1-10619

                          PAMIDA HOLDINGS CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                           47-0696125
     -------------------------------     ----------------------------
     (State or other jurisdiction of     (IRS Employer Identification
      incorporation or organization)                Number)

         8800 "F" Street, Omaha, Nebraska            68127
     ---------------------------------------       ----------
     (Address of principal executive offices)      (Zip Code)

     Registrant's telephone number, including area code: (402) 339-2400

           Securities Registered Pursuant to Section 12(b) of the Act:

     Title of Each                            Name of Each Exchange
        Class                                  on Which Registered
     -------------                           -----------------------
     Common Stock                            American Stock Exchange

           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. [ ]

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant as of March 22, 1999 was $18,396,051 based upon the closing price
for such stock on the American Stock Exchange on such date.

     Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date:

                                                   Outstanding at
       Class of Stock                              March 22, 1999
     ----------------------                       ----------------
         Common Stock                             6,026,495 shares
     Nonvoting Common Stock                       3,050,473 shares

     DOCUMENTS  INCORPORATED BY REFERENCE:  Portions of the  registrant's  proxy
statement  dated  April 5,  1999,  for the annual  meeting  of the  registrant's
stockholders to be held on May 20, 1999, are incorporated by reference into Part
III.


                                    PART I

ITEM 1. BUSINESS.

     FORWARD-LOOKING STATEMENTS

     This Form 10-K  contains  certain  forward-looking  statements  within  the
meaning  of the  Private  Securities  Litigation  Reform  Act of 1995 (the "1995
Act").  Such  statements  are made in good faith by the Company  pursuant to the
safe-harbor  provisions  of the 1995 Act. In connection  with these  safe-harbor
provisions,  this Form 10-K contains  certain  forward-looking  statements which
reflect   management's   current   views  and   estimates  of  future   economic
circumstances,  industry  conditions,  customer buying preferences and patterns,
competitive  conditions,  Company performance,  Year 2000 compliance and Company
financial  results.  The  statements are based on many  assumptions  and factors
including sales results, expense levels,  competition and interest rates as well
as other risks and  uncertainties  inherent in the Company's  business,  capital
structure and the retail industry in general. Any changes in these factors could
result in significantly  different results.  Plans for new stores are subject to
numerous  contingencies  discussed  below in this Form 10-K. The Company further
cautions that the forward-looking information contained in this Form 10-K is not
exhaustive  or  exclusive.   The  Company  does  not  undertake  to  update  any
forward-looking  statements  which may be made from time to time by or on behalf
of the Company.

     GENERAL.

     Pamida Holdings  Corporation conducts a general merchandise retail business
through its  wholly-owned  subsidiary,  Pamida,  Inc.,  a Delaware  corporation.
Unless the context indicates  otherwise,  the terms "Pamida" and "Company" refer
collectively   to  Pamida   Holdings   Corporation,   its  direct  and  indirect
subsidiaries  and  their  predecessors,  and  "Holdings"  refers  only to Pamida
Holdings Corporation.

     Holdings is a Delaware  corporation  incorporated in 1986 to acquire all of
the capital  stock of Pamida,  Inc.,  which,  directly  since 1981 and through a
predecessor  prior to 1981, had been engaged in the general  merchandise  retail
business since 1963. The capital stock of Pamida,  Inc. is the only  significant
asset of Holdings, and Holdings has no material operations of its own.

     On January 19, 1996, the Company announced its intention to close 40 stores
located in unprofitable or highly competitive markets. Store closing sales began
on January 29, 1996, and the Company completed all of such store closings during
the second quarter of the fiscal year ended February 2, 1997. References in this
Form 10-K to the "40 Closed Stores" mean such 40 stores.

     Except  for  the  discussion  in the  final  section  of this  Item 1,  the
information  contained  in this Item 1  relates  only to the  Company's  general
merchandise retail stores.

     STORES.

     At January 31, 1999, the Company  operated 146 general  merchandise  retail
stores located in 146 small towns (having an average population of approximately
5,500) in 15  Midwestern,  North  Central and Rocky  Mountain  states.  Pamida's
strategic  objective is to be the dominant general  merchandise  retailer in the
communities  it serves.  The Company  believes that it holds the leading  market
position in over 80% of the communities in which its stores are located.

     Pamida  stores  generally  are  located in small towns where there often is
less competition from another major general  merchandise  retailer and which the
Company  considers to be either too small to support more than one major general
merchandise  retailer  (thereby creating a potential barrier to entry by a major
competitor)  or too small to attract  competitors  whose  stores  generally  are
designed to serve larger populations.  At January 31, 1999, 117 of the Company's
146 stores  faced no direct local  competition  from other  general  merchandise
retailers.

     The Company's stores average approximately 30,000 square feet of sales area
and range in size from approximately  6,000 to 51,000 square feet of sales area.
At  January  31,  1999,  the  Company's  stores had an  aggregate  sales area of
approximately 4,413,000 square feet.

     The following  table  indicates  the states in which the Company's  general
merchandise stores were located as of January 31, 1999:

State                                                       No. of
-----                                                       Stores     Percent
                                                            ------     -------
Minnesota...................................................   28         19.2%
Iowa........................................................   26         17.8
Wisconsin...................................................   15         10.3
Nebraska....................................................   14          9.6
Michigan....................................................   12          8.2
Ohio........................................................   10          6.8
Wyoming.....................................................    9          6.1
North Dakota................................................    7          4.8
South Dakota................................................    6          4.1
Montana.....................................................    6          4.1
Indiana.....................................................    4          2.7
Kansas......................................................    3          2.1
Illinois....................................................    3          2.1
Kentucky ...................................................    2          1.4
Missouri ...................................................    1          0.7
                                                            -----        -----
                                                             146         100.0%
                                                            =====        =====

     The following tables show the number of the Company's  general  merchandise
store openings,  relocations and closings and the aggregate year-end store sales
area by fiscal year since fiscal 1995:


                                                     Fiscal Year Ended
                                                ----------------------------
                                                1999  1998  1997  1996  1995
                                                ----  ----  ----  ----  ----
   Beginning of year                             148   148   144   184   173
     Stores opened in new markets                  4     1     6     7    17
     Stores relocated in existing markets          2     2     2     3     -
     Stores closed (includes relocated stores)    (8)   (3)   (4)  (10)   (6)
                                                 ---   ---   ---   ---   ---
     End of year                                 146   148   148   184   184
     Less 40 Closed Stores                                         (40)
                                                                   ---
                                                                   144
                                                                   ===


                                                     Fiscal Year Ended
                                                ----------------------------
                                                1999  1998  1997  1996  1995
                                                ----  ----  ----  ----  ----
     Square feet of store sales area at
        year-end (in millions)                  4.41  4.41  4.35  5.22  5.09
     Less 40 Closed Stores                                       (1.09)
                                                                  ----
                                                                  4.13
                                                                  ====
     The  Company  regularly  evaluates  all of its stores and from time to time
closes  stores  which no longer  meet its  standards  for sales,  profitability,
selling area or other applicable criteria.

     STORE EXPANSION PROGRAM.

     The Company's store expansion  program is subject to the Company's  ability
to access financing or negotiate  satisfactory leases, as well as to the ability
of  prospective  landlords to obtain  financing for new store  buildings, and to
various zoning, site acquisition, environmental, traffic, construction and other
contingencies.  Up to fifteen new stores,  none of which are replacement stores,
are expected to commence  operations  during the fiscal year ending  January 30,
2000.

     The Company has identified  numerous  communities which are potential sites
for the Company's prototype stores and in which Pamida believes it can achieve a
leading  market  position,  although there is no assurance that Pamida will open
stores in such communities or on any particular time schedule.

     The Company  began  operations  in a new 200,000  square foot  distribution
center in Lebanon,  Indiana,  during the second  quarter of fiscal 1998.  Pamida
believes that its existing  distribution  facilities  (including  the expandable
Lebanon,  Indiana,  facility),  senior and middle management staff and corporate
infrastructure should allow the Company to accommodate its currently anticipated
growth.

     The Company typically invests  approximately  $1,550,000 to $1,750,000 in a
new  prototype  store.  Such  expenditures  consist  primarily of  approximately
$1,000,000 to $1,200,000 for the initial store inventory,  a portion of which is
financed by vendor  trade  credit,  and  approximately  $450,000 to $500,000 for
store  fixtures  and  equipment.  In most  cases,  building  and  land  costs of
approximately  $1,550,000 to $1,750,000  per store are financed by  unaffiliated
developers  who lease the real estate to Pamida.  To expedite  the  construction
process and because of construction  financing  constraints,  Pamida  frequently
constructs  stores on sites  which it  acquires,  with the  expectation  that it
subsequently will enter into sale-leaseback  transactions  involving such stores
with  unaffiliated  investors.  At January 1, 1999, the Company has built, or is
building,  twelve stores which the Company expects to sell and lease back within
the next twelve to eighteen months.

     SALES AND MERCHANDISING.

     Pamida's  merchandising  policy is to provide  customers  with reliable and
convenient  family  shopping  and to feature  nationally  advertised  brand-name
products  as well as select  private-label  merchandise  at  attractive  prices.
Pamida operates its stores on a self-service, primarily cash-and-carry basis and
runs weekly  advertised  promotions  throughout the year. All of Pamida's stores
accept bank credit cards,  which accounted for 15.4% of total store sales during
the fiscal year ended January 31, 1999.

     Pamida's typical customers are  price-conscious  families across the income
spectrum.  To effectively  serve such customers,  the Company's  stores are open
seven days a week for an average of at least 75 hours per week.

     Pamida's three primary merchandise  divisions are softlines,  hardlines and
pharmacies.  The softlines  division  includes  mens',  womens',  childrens' and
infants'  clothing,  footwear,  accessories and jewelry.  The hardlines division
includes  categories  such as health and beauty  aids,  automotive  accessories,
housewares,  paper and cleaning supplies, hardware, paint, sporting goods, toys,
stationery,  small appliances and electronic  items,  videos,  compact discs and
tapes,  lawn and  garden  supplies,  linens  and other  domestics,  cameras  and
accessories, pet supplies, consumables and candy items.

     The Company  currently  owns and  operates  pharmacies  in 54 of its larger
stores, and five of Pamida's other stores contain prescription pharmacies leased
to and operated by independent  pharmacists.  The  pharmacies  have proved to be
effective in building  customer loyalty and attracting  customers who are likely
to  purchase  other items in addition to  prescription  drugs.  Pamida  intends,
subject to regulatory and personnel  considerations and where space permits,  to
include a pharmacy in each of its new prototype  stores and to add pharmacies to
existing stores.

     During the fiscal  year ended  January 31,  1999,  the  hardlines  division
accounted  for  approximately  72% of Pamida's  total  sales,  while the apparel
division  and  the   pharmacies   accounted  for   approximately   21%  and  7%,
respectively, of Pamida's total sales.

     Among the methods that the Company  employs to build  customer  loyalty and
satisfaction are weekly  advertised  specials,  competitive  pricing,  clean and
orderly stores,  friendly well-trained  personnel, a liberal return policy and a
wide variety of special  customer  services (such as wheelchairs for the elderly
and  handicapped,  restroom  facilities and water  fountains,  seating  benches,
speedy  check-out  lanes and  expedited  check cashing and raincheck and layaway
processing)  offered  under various  customer-oriented  themes such as "Hometown
Values",  "We Care" and "We're  Listening".  Pamida places  special  emphasis on
maintaining  a  strong  in-stock   position  in  all   merchandise   categories,
particularly with respect to advertised items.

     Pamida's business,  like that of most other general merchandise  retailers,
is seasonal.  First quarter sales (February  through April) are lower than sales
during the other three fiscal  quarters,  while fourth  quarter sales  (November
through  January)  amount  to  approximately  29% of the full  year's  sales and
normally involve a greater proportion of higher margin merchandise.

     ADVERTISING AND PROMOTION.

     The Company's  extensive  advertising  primarily  utilizes  colorful weekly
circulars  developed  by  a  centralized   advertising  department  at  Pamida's
headquarters.  Such  circulars  advertise  brand-name  and other  merchandise at
significant  price  reductions and are inserted into local  newspapers or mailed
directly to customers.  Pamida also uses local shoppers  publications and coupon
books.  During  fiscal 1999,  Pamida  spent  approximately  $11,936,000  (net of
promotional  allowances  provided by vendors) on advertising,  which represented
approximately 1.8% of fiscal 1999 sales.

     PURCHASING AND DISTRIBUTION.

     Pamida maintains a centralized purchasing, merchandise allocation and store
planning staff at its central offices. The merchandising department includes two
general merchandise  managers,  three hardlines divisional  merchandise managers
and  two  apparel  divisional  merchandise  managers.  Each  of  the  divisional
merchandise  managers  supervises  from  five to seven  buyers.  Members  of the
Company's  experienced  buying staff regularly  attend major trade shows,  visit
both domestic and overseas markets and meet with vendor  representatives  at the
Company's headquarters.

     The  merchandise in the Company's  stores is purchased  from  approximately
2,400 primary manufacturers, suppliers and other vendors. Centralized purchasing
enables Pamida to more  effectively  control the cost of merchandise and to take
advantage  of  promotional  programs  and  volume  discounts  offered by certain
vendors. The Company continuously seeks to optimize merchandise costs, including
promotional allowances offered by its suppliers. Pamida also has centralized the
management  of  returned   merchandise,   which  enables  the  Company  to  most
effectively secure vendor credits and refunds with respect to such merchandise.

     The Company's  point-of-sale  data capture  equipment located in its stores
provides  current  information  to  Pamida's  buyers to assist  them in managing
inventories,   effecting   prompt   reorders  of  popular   items,   eliminating
slow-selling merchandise and reducing markdowns.

     Seaway  Importing  Company,  a  wholly-owned  subsidiary  of Pamida,  Inc.,
imports a wide variety of merchandise,  including  sporting goods, pet supplies,
toys, electronic items, apparel, hair care items, painting supplies,  automotive
items and hardware, for sale in Pamida's stores.

     During  fiscal  1999,   approximately  77%  of  Pamida's   merchandise  was
distributed to the stores through Pamida's own distribution  centers,  while the
remaining  merchandise was supplied  directly to the stores by  manufacturers or
distributors.

     COMPETITION.

     The  general  merchandise  retail  business  is  highly  competitive.   The
Company's stores  generally  compete with other general  merchandise  retailers,
supermarkets,  drug and specialty stores,  mail order and catalog merchants and,
in some communities,  department stores. Competitors consist both of independent
stores and of regional and  national  chains,  some of which have  substantially
greater financial resources than the Company. The type and degree of competition
and the number of competitors  which Pamida's stores face vary  significantly by
market.

     Pamida  believes that the  principal  areas of  competition  in the general
merchandise  retail  industry  are store  location,  merchandise  selection  and
quality, customer service and price, although numerous other factors also affect
the  competitive  position of any particular  store.  Among the methods that the
Company employs to build customer loyalty and satisfaction are weekly advertised
specials,  reliable in-stocks,  competitive  pricing,  clean and orderly stores,
friendly well-trained  personnel,  a liberal return policy and a wide variety of
special customer  services offered under themes such as "Hometown  Values",  "We
Care" and "We're Listening".

     Pamida stores generally are located in small towns where there is no direct
local competition from another major general merchandise  retailer and which may
be either too small to support more than one major general merchandise  retailer
(thereby  creating a potential  barrier to entry by a major  competitor)  or too
small to attract competitors whose stores generally are designed to serve larger
populations.  The Company  believes  that, in terms of sales,  it is the leading
general  merchandise  retailer in approximately  80% of the communities in which
its stores are located.

     At January 31, 1999,  117 of Pamida's 146 general  merchandise  stores were
located in communities in which there was no direct local competition from other
major general  merchandise  retailers.  As of that date, Kmart, Alco,  Wal-Mart,
Target and ShopKo  had stores in 13, 13, 7, 3 and 1  communities,  respectively,
where Pamida stores are located; however, because some of these communities have
more than one of such  competitors,  only 29 Pamida  stores  face  direct  local
competition  from such retail  chains.  In recent years the  Company's  business
strategy has been to focus its store expansion  program on communities with less
likelihood of the entry of a new major competitor, but there can be no assurance
that in the future  major  competitors  will not open  additional  stores in the
Company's markets.

     Merchandise  prices  generally are  established on a zone basis at Pamida's
central office, although store managers are given discretion to adjust prices of
key  items to meet  local  competition  and to match a  competitor's  advertised
prices.  Zone pricing allows the Company to establish prices at different levels
in different trade territories, based primarily on competitive conditions within
such territories,  rather than having a uniform pricing structure throughout the
entire  chain.   Pamida  conducts  a  continuous  program  of  competitor  price
comparisons that enables the Company to make merchandise price adjustments, when
necessary, to assure that the Company maintains a competitive position.

     EMPLOYEES.

     As of January 31, 1999, Pamida had approximately  6,000 employees,  of whom
approximately  2,900  were  full-time  and 3,100 were  part-time.  The number of
employees varies on a seasonal basis.  Pamida's employees are not represented by
a labor union,  and the Company  believes that its relations  with its employees
are good.

     At January  31,  1999,  the  average  length of  service  of the  Company's
management staff was as follows:


                                                              Average
                                                               Years
                                                  Number     of Service
                                                  ------     ----------
     Chief Executive and Operating Officers            2           17.2
     Senior Vice Presidents and Vice Presidents       19            7.2
     District Managers                                12           20.9
     Pharmacy District Supervisors                     4            6.2
     Store Managers                                  148           11.8
     Pharmacy Managers                                54            3.2

     Pamida's human resources  department is responsible for company-wide salary
and wage administration,  as well as all employee benefits.  The human resources
department   works  closely  with  store   operations  in  the  development  and
administration of Pamida's store-level employee training programs.  In addition,
Pamida has an ongoing  program for the  development  of management  personnel to
fill  positions in all facets of the Company's  operations and makes a concerted
effort to identify and train potential  successors for all of its key middle and
senior managers.

     HEARTLAND HOME FURNISHINGS.

     During the third  quarter of fiscal  1999,  the Company  converted a former
general  merchandise  store,  which had substantial  direct  competition  from a
national  discount chain store,  to a "Heartland Home  Furnishings"  (Heartland)
store,  which  sells  furniture,   rugs,  lamps,   accessories  and  other  home
furnishings  items.  This new concept is  currently  being tested as a potential
alternative  use  for  certain  of  the  Company's  general   merchandise  store
properties which are not performing to management's standards. The Company plans
to open four additional Heartland stores in the first quarter of fiscal 2000 and
will consider a very limited  number of additional  Heartland  stores during the
year.  The Company will continue to assess the results of this test concept on a
going forward basis,  and there can be no assurance that the Company will either
continue or expand this retail store concept.


ITEM 2. PROPERTIES.

     At January 31, 1999, the Company owned 14 of its 147 store buildings, while
its  remaining  133 stores  (including  the Heartland  Home  Furnishings  store)
operated in leased premises. A substantial majority of the Company's leases have
renewal options,  with  approximately 65% of the leases having unexpired current
terms of five years or more. The following table provides  information  relating
to the  remaining  lease terms for the  Company's  leased  stores at January 31,
1999:



                       Lease Expiring            Number of Leased Stores
             During the Fiscal Year Ending (1)           1/31/99
             ---------------------------------   -----------------------

                          2000.........................     16
                          2001.........................     14
                          2002.........................      8
                          2003.........................      6
                          2004.........................      4
                        Thereafter.....................     85
                                                           ---
                        Total .........................    133
                                                           ===
(1) Includes renewal options.


     Pamida's  management  believes that the physical condition of the Company's
stores  generally is very good.  All of the  Company's  stores are  continuously
updated to conform to Pamida's operating and merchandising standards.

     The Company's general offices and one of its three distribution centers are
located in a 215,000  square  foot  building  in Omaha,  Nebraska,  owned by the
Company.   This  facility   contains   approximately   135,000  square  feet  of
distribution center space and approximately 80,000 square feet of office space.

     Pamida's   primary   distribution   center   is  a  336,000   square   foot
"flow-through"   facility   situated  on  a  22-acre  tract  of  land  in  Omaha
approximately  one mile  from the  distribution  center  described  above.  This
facility,  which is owned by Pamida, serves primarily as a redistribution center
for bulk  shipments  and  promotional  merchandise  on which cost savings can be
realized through  quantity  purchasing.  Pamida also owns an additional  10-acre
tract of land  adjacent to such  distribution  center  which  would  permit that
facility to be further expanded by almost 60%.

     In July 1997,  the Company began  operations  in a new 200,000  square foot
distribution center in Lebanon,  Indiana. The facility,  which is leased through
April 2007,  redistributes bulk shipments and promotional  merchandise to stores
in the Company's  eastern sales  districts.  Future expansion of the facility is
being considered.

     Pamida  also has a facility in Omaha which  contains  approximately  41,000
square  feet of space  and is  located  immediately  adjacent  to the  Company's
corporate  office.  This  facility,  which  is  owned  by  Pamida,  is used  for
processing  of  merchandise  to be returned  to vendors  and by the  advertising
department in connection with its printing operations.

     In  addition  to its retail  stores,  distribution  centers  and  corporate
facilities,  Pamida's tangible assets include  inventories,  warehouse and store
fixtures  and  equipment,   merchandise  handling  equipment,  office  and  data
processing equipment, motor vehicles and an airplane.


ITEM 3. LEGAL PROCEEDINGS.

     Pamida is a party to a number of lawsuits  incidental to its business,  the
outcome of which,  both  individually  and in the aggregate,  is not expected to
have  a  material  adverse  effect  on the  Company's  operations  or  financial
condition.


 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None


                                      * * *


     EXECUTIVE OFFICERS OF THE REGISTRANT.

     The present executive officers of Holdings are Steven S.  Fishman (Chairman
of the  Board,  President  and  Chief  Executive  Officer),  Frank  A.  Washburn
(Executive Vice President, Chief Operating Officer and Secretary), and George R.
Mihalko (Senior Vice President, Chief Financial Officer, Treasurer and Assistant
Secretary).  Information  concerning  such  executive  officers  appears  in the
following paragraphs:

     Mr. Fishman, age 48, has served as President and Chief Executive Officer of
Holdings  and  Pamida,  Inc.  since  April 1993 and as  Chairman of the Board of
Holdings  and Pamida,  Inc.  since  August  1993.  From 1988 to March 1993,  Mr.
Fishman was  employed  by Caldor,  Inc.  as Senior  Vice  President  and General
Merchandise Manager-Homelines. Mr. Fishman has been a director of Holdings since
1993 and also is a director of Pamida, Inc.

     Mr. Washburn, age 50, has served as Chief Operating Officer of Holdings and
Pamida,  Inc.  since March 1997,  Executive  Vice  President  of Holdings  since
September 1995 and Executive Vice President of Pamida, Inc. since February 1995.
Mr.  Washburn  previously  served as Senior Vice President - Human  Resources of
Pamida,  Inc.  from  1993 to 1995 and as Vice  President  - Human  Resources  of
Pamida,  Inc.  from 1987 to 1993.  Mr.  Washburn  also  serves as  Secretary  of
Holdings and Pamida, Inc. Mr. Washburn joined Pamida's  predecessor in 1965. Mr.
Washburn  has been a director of  Holdings  since 1995 and also is a director of
Pamida, Inc.

     Mr. Mihalko,  age 44, has served as Senior Vice President,  Chief Financial
Officer,  Treasurer and Assistant  Secretary of Holdings and Pamida,  Inc. since
September 1995.  From February 1993 to September 1995,  Mr. Mihalko was employed
by Pier 1 Imports,  Inc.  as Vice  President  and  Treasurer.  From July 1990 to
February  1993,  Mr.  Mihalko was employed by  Burlington  Northern  Railroad as
Assistant Treasurer.

     The  executive  officers of Holdings may be removed  from their  respective
positions  as such  officers at any time by the Board of  Directors of Holdings,
subject to any rights which they may have under  employment  agreements with the
Company.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The Common  Stock of  Holdings is listed and traded on the  American  Stock
Exchange.

     The high and low sales  prices  for the  Common  Stock of  Holdings  on the
American Stock Exchange for fiscal 1999 and fiscal 1998 are as follows:

     Fiscal 1999:           High       Low
     ------------          ------     -----
     4th Quarter ..........4 9/16     3
     3rd Quarter ..........7          3 1/4
     2nd Quarter ..........7 3/4      5 7/8
     1st Quarter ..........6 1/4      4 5/8


     Fiscal 1998:            High       Low
     ------------          ------     -----
     4th Quarter ..........6 1/8      4 1/4
     3rd Quarter ..........6 7/16     4 1/8
     2nd Quarter ..........4 1/8      2 3/4
     1st Quarter ..........3 1/2      2


     As of March 22, 1999 there were 256 record  holders of the Common  Stock of
Holdings.

     There is no market for the Nonvoting Common Stock of Holdings, all of which
presently  is owned by 399 Venture  Partners,  Inc.,  an  indirect  wholly-owned
subsidiary of Citigroup Inc.

     Holdings has never  declared or paid any cash dividends on its Common Stock
or Nonvoting  Common Stock and does not intend to pay any such  dividends in the
foreseeable  future.  The  obligations  of  Pamida,  Inc.  under  certain of its
financing  arrangements are guaranteed by Holdings.  Such financing arrangements
presently  prohibit  the payment of dividends by Holdings on its Common Stock or
Nonvoting  Common Stock and also  significantly  restrict the ability of Pamida,
Inc. to pay dividends or make other distributions to Holdings.


ITEM 6. SELECTED FINANCIAL DATA.
<TABLE>
<CAPTION>


                   PAMIDA HOLDINGS CORPORATION AND SUBSIDIARY
                      SELECTED CONSOLIDATED FINANCIAL DATA
   (AMOUNTS IN THOUSANDS - EXCEPT PER SHARE, NUMBER OF SHARES AND OTHER DATA)

<S>                                             <C>          <C>          <C>          <C>          <C>       
                                                                       FISCAL YEAR ENDED
                                                --------------------------------------------------------------
                                                January 31,  February 1,  February 2,  January 28,  January 29,
                                                    1999        1998        1997 (1)      1996          1995
INCOME STATEMENT DATA:
  Sales......................................   $  672,394   $  657,017   $  633,189   $  736,315   $  711,019

  Gross profit...............................      167,568      161,935      154,090      177,688      177,367
  Selling, general and
    administrative expenses..................      134,288      128,436      124,429      150,102      142,689
  Interest expense...........................       25,847       30,213       30,457       30,520       28,263
  Long-lived asset write-off                             -            -            -       78,551            -
  Store closing costs........................            -            -            -       21,397            -
                                                ----------   ----------   ----------   ----------   ----------
  Income (loss) before provision for income
    taxes and extraordinary item.............        7,433        3,286         (796)    (102,882)       6,415
  Income tax  provision (benefit)............        2,887            -            -       (7,863)       3,500
                                                ----------   ----------   ----------   ----------   ----------

  Income (loss) before extraordinary item....        4,546        3,286         (796)     (95,019)       2,915
  Extraordinary item.........................            -        1,735            -          371            -
                                                ----------   ----------   ----------   ----------   ----------

  Net income (loss) .........................        4,546        5,021         (796)     (94,648)       2,915
  Effect of preferred stock reclassification.            -          756            -            -            -

  Less preferred dividends
    and discount amortization................            -         (407)        (391)        (362)        (361)
                                                ----------   ----------   ----------   ----------   ----------

  Net income (loss) available
    for common shares........................   $    4,546   $    5,370   $   (1,187)  $  (95,010)  $    2,554
                                                ==========   ==========   ==========   ==========   ==========

  Weighted average number of basic shares
    outstanding..............................    9,046,410    5,843,441    5,004,942    5,002,853    4,999,984
  Weighted average number of diluted shares
    outstanding..............................    9,094,194    5,875,463    5,004,942    5,002,853    5,039,684

  Basic net income (loss) per share:
  Income (loss) before extraordinary item....   $      .50   $      .62   $     (.24)  $   (19.07)  $      .51
  Extraordinary item.........................            -          .30            -          .08            -
                                                ----------   ----------   ----------   ----------   ----------
  Basic income (loss)........................   $      .50   $      .92   $     (.24)  $   (18.99)  $      .51
                                                ==========   ==========   ==========   ==========   ==========
  Diluted net income (loss) per share:
  Income (loss) before extraordinary item....   $      .50   $      .62   $     (.24)  $   (19.07)   $     .51
  Extraordinary item.........................            -          .29            -          .08            -
                                                ----------   ----------   ----------   ----------   ----------
  Diluted income (loss)......................   $      .50   $      .91   $     (.24)  $   (18.99)  $      .51
                                                ==========   ==========   ==========   ==========   ==========

BALANCE SHEET DATA:
  Working capital............................   $   43,329   $   37,421   $   28,673   $   34,082   $   46,725
  Total assets...............................      298,215      260,081      269,188      258,525      354,367
  Long-term debt (less current portion)......      140,242      140,289      168,000      163,746      162,505
  Obligations under capital leases (less
    current portion).........................       35,925       32,156       33,999       36,559       43,050
  Redeemable preferred stock.................            -            -        1,875        1,826        1,779
  Stockholders' (deficit) equity.............      (47,539)     (52,275)     (87,303)     (86,116)       8,876

OTHER DATA:
  Team members...............................        6,000        5,600        5,700        7,200        7,200
  Number of stores...........................          147          148          148          184          184
  Retail square feet (in millions)...........         4.45         4.41         4.35         5.22         5.09
(1) Represents a 53-week year.
</TABLE>


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

                   PAMIDA HOLDINGS CORPORATION AND SUBSIDIARY
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                          (DOLLAR AMOUNTS IN THOUSANDS)


YEAR ENDED JANUARY 31, 1999 COMPARED TO YEAR ENDED FEBRUARY 1, 1998


     SALES - Total sales during fiscal 1999 increased by $15,377,  or 2.3%, from
1998.  During fiscal 1999, sales in comparable  stores increased by $18,826,  or
3.0%.  During fiscal 1999, the Company opened six new stores,  of which four are
located in new markets and two were  relocations;  the Company also closed seven
stores  during  fiscal 1999,  resulting in a net increase in selling area during
the fiscal year of  approximately  43,000 square feet. At January 31, 1999,  the
Company had a total of approximately 4,451,000 square feet of sales area.

     Sales  during  the  second  half of the year  were  adversely  affected  by
economic  weaknesses  in the  agricultural  communities  in  which  many  of the
Company's stores are located. Also, unseasonably warm weather during much of the
fall and early winter season further  tempered  sales,  especially in the winter
clothing and other seasonal sales categories. The Company's in-stock position in
basic  merchandise  suffered  during the third quarter and the early part of the
fourth  quarter due to  implementation  issues  related to a  comprehensive  new
merchandising  and inventory  replenishment  system installed late in the second
quarter.  Sales increased  dramatically  during the period from Christmas to the
end of the fiscal year due to improved  in-stock  positions and normal  seasonal
weather conditions.

     The Company  experienced  sales  increases in many  merchandise  categories
during  fiscal 1999.  The most  significant  increases  occurred in pharmacy and
prescriptions,  which increased  27.4% or $10,685,  and in the yarns and crafts,
lawn and garden,  bath and floor care,  pet  supplies and  furniture  categories
which  increased by lesser amounts.  Other  categories  experiencing  gains were
athletic shoes,  boys' toys,  bedding,  grocery,  beauty aids,  audio and video,
junior apparel, appliances, team sports and electronics. The Company experienced
sales decreases in several categories.  The largest dollar decreases were in the
automotive,  hosiery, paint and electric, paper and cleaning, misses apparel and
infants and toddlers categories.

     During  the  third  quarter,   the  Company   converted  a  former  general
merchandise  store,  which had substantial  direct  competition  from a national
discount chain store, to a "Heartland Home Furnishings" (Heartland) store, which
sells furniture, rugs, lamps, accessories and other home furnishings items. This
new concept is currently being tested as a potential alternative use for certain
of the Company's  general  merchandise store properties which are not performing
to management's  standards.  The Company plans to open four additional Heartland
stores in the first  quarter of fiscal  2000 and will  consider  a very  limited
number of additional Heartland stores during the year. The Company will continue
to assess the results of this test concept on a going forward  basis,  and there
can be no assurance that the Company will either  continue or expand this retail
store concept.

     GROSS PROFIT - Gross profit for fiscal 1999  increased by $5,633,  or 3.5%,
compared to fiscal 1998. As a percent of sales,  gross profit  improved to 24.9%
from  24.6%.  The  Company's  merchandise  gross  margin as a  percent  of sales
increased to 27.9% in fiscal 1999 from 27.6% in fiscal 1998. Total warehouse and
distribution  costs  amounted  to 2.9% of  sales  compared  to 2.8%  last  year.
Markdowns were  substantially  lower for the year due to lower inventory in most
softlines  categories,  especially in fashions and other  categories  which have
higher  potential for markdowns.  The Company also  implemented more competitive
pricing on many  softlines  goods which also  contributed  to a reduced need for
markdowns  due  to  greater  sell-through.  Most  sales  categories  experienced
increases  in gross  margin  dollars for the year.  Categories  with the largest
increases in gross margin  dollars were pharmacy and  prescriptions,  groceries,
yarns and crafts,  housewares,  junior  apparel,  beauty aids,  pet supplies and
furniture.  The largest dollar decreases in gross margin were in the automotive,
hosiery, misses apparel, cameras and candy categories.

     SELLING,  GENERAL AND  ADMINISTRATIVE  (SG&A) expense  increased $5,852, or
4.6%,  to $134,288 in fiscal 1999 from  $128,436 in fiscal 1998. As a percentage
of sales, SG&A expense increased to 20.0% from 19.5% last year. Over half of the
total net increase in SG&A expense for the year was attributable to higher store
payroll due  primarily  to normal wage  increases  and the effects of  federally
mandated  minimum wage increases.  Corporate  general and  administrative  costs
increased  by $1,859,  or 6.6%,  due  primarily to  increased  depreciation  and
amortization  costs related to financial and merchandising  systems  implemented
within the last year. General and administrative payroll also increased with the
largest  increase being incurred in the information  systems area to support the
implementation  and  maintenance of the various new systems which have been, and
are being,  implemented.  Store controllable expenses increased $1,558, or 8.2%.
The largest  increases in these expenses  related to supplies,  janitorial costs
and charge card fees.  Advertising expenses increased $1,468, or 14.0%, due to a
significant  increase in the number and cost of special  advertising  events and
increased costs of advertising  circulars.  Store fixed costs increased $813, or
3.2%, primarily due to the effect of higher costs of new store locations.  These
increases in costs were offset by other income which increased by  approximately
$2,685  and  included:  1) the  favorable  settlement  of a lawsuit  related  to
pharmacy  operations which netted $1,333 in income, 2) a gain on the sale of the
Polson,  Montana store  property of $999,  3) the partial  reversal of a reserve
established  in  fiscal  1996  related  to the 40 store  closings  at that  time
totaling  $535 to reflect  the impact of the  planned  conversion  of two of the
leased properties to Heartland stores in fiscal 2000 and 4) the partial reversal
of a reserve  established  in fiscal 1998 for a long-term  incentive  plan,  the
value of which is determined by the trading price of the stock, totaling $575 to
reflect the liability  indicated by the actual price of the common stock at year
end.

     INTEREST expense decreased by $4,366, or 14.5%, for fiscal 1999 compared to
fiscal 1998. As described in Note L to the financial statements, the decrease in
interest  expense for fiscal 1999 was primarily  attributable  to the payment of
certain  promissory  notes of the Company  with common  stock in November  1997,
thereby relieving the Company of the quarterly  compounding  interest obligation
which had previously  been paid in kind. In fiscal 1998 total  interest  expense
related to these promissory notes totaled $3,974. In addition,  interest expense
related  to the  revolving  line of  credit  decreased  by $859 in  fiscal  1999
compared to fiscal 1998 due to lower average  borrowings,  especially during the
early part of fiscal  1999,  and reduced  interest  rates.  These  decreases  in
expense  were offset  somewhat  by higher  interest  expense  related to capital
leases.

     INCOME TAX  PROVISION - In fiscal  1999,  income  taxes were  recorded at a
38.8%  effective tax rate. The Company's loss  carryforwards  from store closing
charges  recorded in fiscal 1996 were  utilized in the fourth  quarter of fiscal
1998 to completely  offset income taxes from normal operating  activities of the
Company and to reduce income taxes related to the promissory  note repayment and
preferred stock reclassification transactions which were consummated on November
18, 1997. The Company  expects that operations in the future will continue to be
taxable at a normal tax rate.


YEAR ENDED FEBRUARY 1, 1998 COMPARED TO YEAR ENDED FEBRUARY 2, 1997


     SALES - Total sales  during the 52-week  fiscal  1998 period  increased  by
$23,828, or 3.8%, from the 53-week fiscal 1997 period. On a 52 to 52-week basis,
total net sales  increased  by 5.2%.  During  fiscal 1998,  sales in  comparable
stores increased by $24,135, or 4.0%.

     During fiscal 1998,  the Company  opened three new stores,  of which one is
located in a new market and two were  relocations;  the Company  also closed one
store (which was replaced during fiscal 1999 by a new store in the same market),
resulting  in a  net  increase  in  selling  area  during  the  fiscal  year  of
approximately 61,000 square feet and a year-end total of approximately 4,408,000
square feet.

     The Company  experienced  sales  increases in most  merchandise  categories
during  fiscal  1998.  The  most  significant  increases  occurred  in  pharmacy
prescriptions,  housewares,  toys, athletic shoes and team sports apparel. Other
categories experiencing gains were stationery, sporting goods, appliances, paper
and cleaning supplies and pet supplies.  The Company experienced sales decreases
in several  categories.  The largest dollar  decreases  were in the  automotive,
mens' fashion apparel, jewelry and watches and juniors' apparel categories.

     GROSS PROFIT - Gross profit for the 52-week fiscal 1998 period increased by
$7,845, or 5.1%,  compared to the 53-week fiscal 1997 period. As a percentage of
sales,  gross profit  improved to 24.6% from 24.3%.  The  Company's  merchandise
gross  margin as a  percentage  of sales  decreased to 27.6% in fiscal 1998 from
27.8% in fiscal 1997. The decrease in merchandise  gross margin percent of sales
was  offset  by  substantial   expense   reductions  in  the   distribution  and
transportation areas made possible by operating efficiencies gained largely from
a new distribution  center  management  system  implemented  during fiscal 1997.
During the prior fiscal year, the Company incurred higher than normal labor cost
in  its  distribution  centers  due  to  implementation  issues  related  to the
distribution  center management  system.  Total  distribution and transportation
costs amounted to 2.8% of sales compared to 3.3% last year.

     SELLING,  GENERAL AND  ADMINISTRATIVE  (SG&A) expense  increased $4,007, or
3.2%,  to $128,436 in fiscal 1998 from  $124,429 in fiscal 1997. As a percentage
of sales,  SG&A  expense  decreased  to 19.5% from 19.7% last year.  Most of the
total net  increase  in SG&A  expense  for the year was  attributable  to higher
corporate  general and  administrative  expenses,  primarily  involving  planned
increases in payroll and incentive compensation expenses.  Store occupancy costs
increased by $989,  but  remained at 3.9% as a percentage  of net sales for both
fiscal 1998 and 1997.  Store payroll costs and  controllable  costs decreased by
$392 and $121,  respectively,  during fiscal 1998 as compared to last year. As a
percentage of net sales,  store payroll costs and  controllable  costs decreased
from 8.0% to 7.7% and 3.0% to 2.9% for the fiscal  periods  ended 1998 and 1997,
respectively.

     INTEREST  expense  decreased by $244, or 0.8%,  for fiscal 1998 compared to
fiscal 1997. As described in Note L to the financial statements, the decrease in
interest  expense  for fiscal  1998 was  attributable  to the payment of certain
promissory  notes of the Company  with common  stock in November  1997,  thereby
relieving the Company of the quarterly compounding interest obligation which had
previously been paid in kind. That decrease was offset in part by an increase in
interest expense of approximately $900 related to higher outstanding balances on
the  revolving  line of  credit  resulting  from  higher  investments  in  basic
inventory  during the year as well as the  funding  of certain of the  Company's
information systems initiatives.

     INCOME TAX PROVISION - The Company's loss  carryforwards from store closing
charges  recorded in fiscal 1996 were utilized  during fiscal 1998 to completely
offset  income  taxes from  normal  operating  activities  of the Company and to
reduce income taxes related to the promissory note repayment and preferred stock
reclassification  transactions  which are  described in Note L to the  financial
statements.  No income tax benefit on losses for fiscal 1997 was recorded as the
Company  could not  establish,  as of fiscal  year end 1997,  with a  reasonable
degree of certainty, the potential utilization of loss carryforwards.


LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  business is seasonal  with first  quarter  sales  (February
through  April)  being lower than sales during the other three  quarters,  while
fourth quarter sales (November  through January) have represented  approximately
29% of the full  year's  retail  sales in recent  years and  normally  involve a
greater proportion of higher margin sales.

     The Company has satisfied  its seasonal  liquidity  requirements  primarily
through a combination  of funds  provided from  operations  and from a revolving
credit  facility.  Funds used in operating  activities  totaled $5,734 in fiscal
1999, and funds provided by operating activities totaled $21,488 in fiscal 1998.
Funds used in operations  totaled $7,897 in fiscal 1997. The change in cash flow
from  operating  activities  from fiscal 1998 to fiscal 1999 was  primarily  the
result of increases in inventory and other operating assets,  offset somewhat by
increases  in  accounts  payable,  primarily  related  to the  Company's  higher
inventory  levels.  The positive  change in cash flow from operating  activities
from fiscal 1997 to fiscal 1998 was primarily  the result of improved  operating
results,  a net  decrease  in  inventory  and  increases  in  operating  and tax
liabilities.

     Pamida,   Inc.'s  (Pamida)  committed  Loan  and  Security  Agreement  (the
Agreement)  was amended and  restated on July 2, 1998 and extended to July 2001.
The amendment increased the maximum borrowing limit to $125,000 from $95,000 and
reduced interest rate spreads by 75 basis points.  The amended $125,000 facility
includes a $25,000  supplemental  facility  primarily  intended  for real estate
development  activities,  which the Company is using to accelerate its new store
opening program in fiscal 2000.

     Borrowings under the Agreement bear interest at a rate which is tied to the
prime rate (as defined) or the London Interbank Offered Rate (LIBOR),  generally
at Pamida's discretion.  Included in the July 2, 1998 amendment to the Agreement
were  provisions  substantially  increasing  the  maximum  permitted  borrowings
available to Pamida. The amounts Pamida is permitted to borrow are determined by
a formula  based upon the amount of  Pamida's  eligible  inventory  from time to
time.  Such  borrowings are secured by security  interests in all of the current
assets  (including  inventory)  of Pamida  and by liens on certain  real  estate
interests  and other  property of Pamida.  The Company and two  subsidiaries  of
Pamida have guaranteed the payment and performance of Pamida's obligations under
the Agreement and have pledged some or all of their respective assets, including
the stock of Pamida owned by the Company, to secure such guarantees.

     The  Agreement  contains   provisions   imposing  operating  and  financial
restrictions on the Company. The Agreement requires the achievement of specified
minimum amounts of cash flow (as defined).  Other  restrictions in the Agreement
and those provided under the Indenture relating to the Senior Subordinated Notes
will  affect,  among other  things,  the  ability of Pamida to incur  additional
indebtedness,  pay dividends,  repay  indebtedness prior to its stated maturity,
create  liens,  enter  into  leases,   sell  assets  or  engage  in  mergers  or
acquisitions,  make capital  expenditures and make investments.  These covenants
currently  have not had an impact on the Company's  ability to fully utilize the
revolving  credit  facility.  However,  certain of the covenants,  such as those
which  restrict  the  ability of the  Company to incur  indebtedness,  engage in
sale/leaseback transactions,  or encumber its property, may at some future time,
unless waived or amended,  prevent the Company from pursuing its store expansion
program at the rate that the Company desires.

     Obligations  under the  Agreement  were  $66,497  at January  31,  1999 and
$45,194 at  February 1, 1998.  Included  in this amount is $9,590 of  borrowings
under the $25,000  supplemental  facility.  Total unused borrowing  availability
under the Agreement as of January 31, 1999 totaled  $49,568  compared to $31,288
at the end of the prior fiscal year. As noted above,  this  facility  expires in
July 2001, and the Company intends to refinance any outstanding  balance by such
date. Borrowings under the Agreement are senior to the Senior Subordinated Notes
of Pamida.  The Company had long-term debt and obligations  under capital leases
of $176,167 at January 31, 1999 and $172,445 at February 1, 1998.  The Company's
ability  to  satisfy  scheduled  principal  and  interest  payments  under  such
obligations in the ordinary  course of business is dependent  primarily upon the
sufficiency of the Company's  operating cash flow and  refinancings.  At January
31, 1999,  the Company was in  compliance  with all  covenants  contained in its
various financing agreements.

     The Company  reclassified  all preferred  stock into common stock effective
November 18, 1997. Accordingly, the Company had no remaining obligations related
to the preferred stock as of the end of fiscal 1998.  Since the Company conducts
no operations of its own,  prior to the November 18, 1997,  reclassification  of
the  preferred  stock,  the only cash  requirement  of the  Company  related  to
preferred stock dividends in the aggregate annual amount of approximately  $316;
and Pamida was expressly  permitted under its then existing credit facilities to
pay dividends to the Company to fund such preferred stock dividends.  Because of
the accumulated deficit which resulted primarily from the store closings and the
write-off  of goodwill  and other  long-lived  assets  recognized  in the fourth
quarter of fiscal 1996,  applicable  corporate law did not permit the Company or
Pamida to declare or pay any cash dividends in fiscal 1999, 1998 and 1997.

     The Company made capital  expenditures of $8,328 in fiscal 1999 compared to
$6,654  during  fiscal 1998.  The Company also made  expenditures  of $6,435 and
$3,848 in fiscal 1999 and 1998,  respectively,  related to  information  systems
software.  In addition,  the Company incurred  construction costs related to new
stores  opened  during fiscal 1999 totaling  $8,720.  Capital  expenditures  and
information systems software costs are expected to total  approximately  $20,000
in fiscal 2000. The Company  expects to fund these  expenditures  from cash flow
from its operations. The costs of buildings and land for new store locations are
expected  to be  financed  by  operating  or capital  leases  with  unaffiliated
landlords,  as well as borrowings under the Agreement.  The Company's  expansion
program also will require  inventory of approximately  $1,000 to $1,200 for each
new market  store,  which the Company  expects to finance  through trade credit,
borrowings under the Agreement and cash flow from operations.  In the first half
of fiscal 1999, the Company sold and leased back six store  properties  with net
cash  proceeds  totaling  $8,475.  The leases  are  classified  as  capital  and
operating  leases for four and two store  properties,  respectively.  The annual
lease  payments  for the six store  properties  for each of the next five  years
total $933. Proceeds from the sales were used to reduce outstanding indebtedness
under the Company's revolving line of credit.

     The Company's cash flow from operations,  along with the Agreement,  should
provide   adequate   resources  to  meet  the  Company's   near-term   liquidity
requirements.  On a  long-term  basis,  the  Company's  expansion  will  require
continued  investments  in  store  locations,  distribution  and  infrastructure
enhancements,  systems and working  capital.  The Company expects to continue to
finance  these  investments  through  cash flow  from  operations,  leases  from
unaffiliated  landlords,  trade credit and borrowings  under the Agreement.  The
Company  is also  exploring  additional  sources  of  funds  which  may  include
additional  capital  structure  changes.  Currently,  it is not possible for the
Company to predict with any certainty  either the timing or the  availability of
such additional financing.


YEAR 2000 READINESS DISCLOSURE

     The  information  in  this  Year  2000  section  is a Year  2000  Readiness
Disclosure under the Year 2000 Information Readiness and Disclosure Act.

     The Company has  developed  and begun  execution  of a plan to mitigate the
Company's  exposure to risks emanating from computer software and hardware being
potentially unable to properly process data beyond the calendar year 1999, which
is commonly referred to as Year 2000 compliance.  This plan includes  addressing
three major  elements of risk both within,  and  external  to, the  Company:  1)
information technology (IT) systems, 2) non-IT, or embedded technology,  systems
and 3) relationships with its key business partners. The plan is further divided
into  four  phases  related  to  each  of  the  elements  of  risk:  assessment,
remediation  planning,  solutions  implementation,  and validation  (testing) of
compliance. The Company has substantially completed the assessment phase for all
three  elements and  currently is at varying  points of  completion of the other
phases as described more fully below.

INTERNAL CONSIDERATIONS:

     The Company's IT systems include  proprietary and third-party  software and
related hardware as well as data and telephone networks. Since 1994, the Company
has   modernized   its   information   technology  by  replacing   five  of  its
mission-critical  legacy systems  (inventory,  distribution  center  management,
logistics,  store  operations  and financial  systems) with purchased and leased
software  and  hardware.  While the  primary  impetus for  replacing  the legacy
systems was to substantially improve each system's functionality,  an additional
expected benefit is that the new systems are designed to be Year 2000 compliant.
The two most recent  implementations,  financial and inventory systems, are each
approximately 85% complete. The remaining 15% of these projects is planned to be
completed  by  the  end of  August  1999.  The  logistics,  distribution  center
management and store  operations  systems  implementations  are complete and, as
needed,  will be upgraded  further.  The  Company's  other major  system,  human
resources  (including  payroll  processing),  is being replaced currently and is
planned for  completion  by the end of October  1999.  Each of these systems has
been certified as being Year 2000 compliant by the respective vendors.

     In addition to the aforementioned  systems,  the Company has numerous other
systems  applications and interfaces between systems which are maintained by the
Company. Approximately 25% of these systems and interfaces have been modified to
address the Year 2000 issue.  Those remaining  systems and interfaces  which are
believed  to  have  potentially   material  adverse  effects  on  the  Company's
operations  or  financial  results  in the  event of  failure  are  planned  for
necessary  modifications  to be completed and tested by July 1999.  The hardware
supporting  these  systems is planned to be  replaced  with Year 2000  compliant
hardware before July 1999.

     The Company plans to extensively test its key operating systems and mission
critical systems,  through  simulation of Year 2000  transactions,  in the first
half of 1999 and  anticipates  completion  of the  testing  phase for all of the
Company's software by October 1999.

     The Company has recently begun to address its non-IT  systems,  or embedded
technology  risks.  While  assessment is not yet complete,  the Company plans to
complete  any  necessary  remediation  by the end of July  1999.  Validation  is
planned for completion by the end of October 1999.

EXTERNAL CONSIDERATIONS:

     The Company has identified its key business  partners and will take prudent
steps to assess their Year 2000 readiness and mitigate the risk if they are  not
prepared for the Year 2000.  Accordingly,  the Company is  participating  in the
International  Mass Retail  Association  (IMRA) task  force's  efforts to obtain
assurances  from  vendors  and  service  providers  related  to their  Year 2000
compliance.  If certain vendors are unable to deliver product on a timely basis,
due to their own Year 2000 issues, the Company  anticipates there will be others
who will be able to deliver similar goods. The Company also recognizes the risks
to  the  Company   if  other  key  suppliers  in   utilities,   communications,
transportation,  banking and  government  areas are not ready for the Year 2000,
and  therefore  is  beginning  to  develop  contingency  plans to  mitigate  the
potential  adverse  effects  of these  risks,  and  intends  to have such  plans
completed before December 1999.

COSTS RELATED TO YEAR 2000:

     The majority of the systems the Company has recently implemented, and those
new systems yet to be implemented,  have  substantially  improved  functionality
over the Company's legacy systems which they replace.  Accordingly,  most of the
costs  associated  with  these  systems  have  been,  and will  continue  to be,
capitalized.  Thus far in fiscal 1999,  the Company has  expensed  less than $50
related  directly to Year 2000  readiness,  and prior to fiscal 1999 the amounts
expensed were similarly  immaterial.  The cost of directly  addressing Year 2000
compliance  for  legacy  systems  which are not  planned to be  replaced  by new
systems  is being  charged  to  expense as  incurred  and is  expected  to total
approximately  $500 to $1,000.  All  expenditures  related to the Company's Year
2000 readiness  initiatives  will be funded by cash flow from operations and the
Agreement and are included in the Company's operating plans.

SUMMARY:

     The  Company   anticipates  that  the  most  reasonably  likely  worst-case
scenarios include,  but are not limited to, loss of communications  with stores,
loss of  electric  power  and  other  utility  services,  inability  to  process
transactions  or engage in normal  business  activity,  and  delayed  receipt of
merchandise from vendors. In planning for the most likely worst-case  scenarios,
the  Company is  addressing  all three major  elements in its plan.  The Company
believes  its IT systems  will be ready for the Year 2000,  but the  Company may
experience  some  incidences  of  non-compliance.  The Company plans to allocate
internal  resources and, if possible,  retain  dedicated  consultants and vendor
representatives to be ready to take action if these events occur. Development of
contingency plans for non-IT systems is currently in process, and the Company is
prepared to dedicate  the  required  resources  to carry out those plans for key
non-IT systems, such as store and phone communications systems.

     In addition to the risks  previously  described,  the Company  must also be
successful in retaining  numerous key employees and external  service  providers
involved with systems  implementation and validation.  Failure by the Company to
complete  implementation  of  all  mission-critical  systems,  inability  of the
Company to properly  address  significant  system interface issues or failure of
the vendors of the  aforementioned  software and hardware to have eliminated the
potential Year 2000 issues within the software and hardware could materially and
adversely  affect  the  Company's  ability  to  execute  various  aspects of its
operations,  its  ability  to  generate  sales and  ultimately  its  operations'
financial results.

     Although  the Company is taking the steps it deems  reasonable  to mitigate
external  Year 2000 issues,  many  elements of these  risks,  and the ability to
definitively  mitigate  them,  are outside the  control the  Company.  Given the
importance of certain key vendors and service providers,  the inability of these
business  partners to provide their goods or services to the Company on a timely
basis could also have material  adverse effects on the Company's  operations and
financial results.


INFLATION

     The Company  uses the LIFO method of inventory  valuation in its  financial
statements;  as a result,  the cost of  merchandise  sold  approximates  current
costs.  The  Company's  rental  expense  is  generally  fixed  except  for  some
percentage rents and periodic rental adjustments.


FORWARD-LOOKING STATEMENTS

     This management's  discussion and analysis contains certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "1995  Act").  Such  statements  are made in good faith by the Company
pursuant to the safe-harbor provisions of the 1995 Act. In connection with these
safe-harbor  provisions,  this  management's  discussion  and analysis  contains
certain forward-looking  statements which reflect management's current views and
estimates of future economic circumstances, industry conditions, customer buying
preferences and patterns, competitive conditions, Company performance, Year 2000
compliance  and Company  financial  results.  The  statements  are based on many
assumptions and factors including sales results, expense levels, competition and
interest  rates  as  well as  other  risks  and  uncertainties  inherent  in the
Company's  business,  capital structure and the retail industry in general.  Any
changes in these factors could result in significantly different results for the
Company. Plans for new stores are subject to numerous contingencies discussed in
the Company's Form 10-K Annual  Report.  The Company  further  cautions that the
forward-looking information contained herein is not exhaustive or exclusive. The
Company does not undertake to update any forward-looking statements which may be
made from time to time by or on behalf of the Company.

ITEM 7A.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

     The following  Discussion of the Company's exposure to various market risks
contains  "forward-looking  statements"  that involve  risks and  uncertainties.
These  projected  results  have  been  prepared  utilizing  certain  assumptions
considered reasonable in the circumstances and in light of information currently
available to the Company.  Actual  results  could differ  materially  from those
projected in the forward-looking statements.

INTEREST RATE RISK

     At January 31, 1999,  the Company had  fixed-rate  long-term  debt totaling
$140,289 and having a fair value of $134,992.  These  instruments are fixed-rate
and therefore do not expose the Company to the  possibility  of earnings loss or
gain due to changes in market interest rates.  However,  the fair value of these
instruments  would fluctuate by approximately  $12,263 if interest rates were to
increase or decrease by 10% from their levels at January 31,  1999.  In general,
such a change in fair value  would  impact  earnings  and cash flows only if the
Company were to reacquire all or a portion of these  instruments  prior to their
maturity.

     At January 31, 1999,  the Company had floating rate  obligations of $66,497
which expose the Company to the  possibility of increased or decreased  interest
expense in the event of changes in short-term  interest  rates.  If the floating
rates were to change by 10% from the  January  31, 1999  levels,  the  Company's
consolidated  interest expense for  floating-rate  obligations would increase or
decrease by  approximately  $49 during each month in which such change continued
based upon January 31, 1999 principal balances.

     The Company's  practice is not to hold or issue  financial  instruments for
trading purposes.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                   PAMIDA HOLDINGS CORPORATION AND SUBSIDIARY
                          INDEPENDENT AUDITORS' REPORT



Board of Directors
Pamida Holdings Corporation
Omaha, Nebraska



     We have  audited the  accompanying  consolidated  balance  sheets of Pamida
Holdings Corporation and subsidiary as of January 31, 1999 and February 1, 1998,
and the related consolidated statements of operations,  stockholders' equity and
cash flows for each of the three years in the period  ended  January  31,  1999.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

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

     In our opinion,  such consolidated  financial statements present fairly, in
all material respects, the financial position of Pamida Holdings Corporation and
subsidiary as of January 31, 1999 and February 1, 1998, and the results of their
operations  and their cash flows for each of the three years in the period ended
January 31, 1999 in conformity with generally accepted accounting principles.


/s/Deloitte & Touche LLP
Deloitte & Touche LLP

Omaha, Nebraska
March 9, 1999


<TABLE>
<CAPTION>

                   PAMIDA HOLDINGS CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             (DOLLAR AMOUNTS IN THOUSANDS) - EXCEPT PER SHARE DATA)


<S>                                                                <C>          <C>          <C>       
                                                                            Fiscal Year Ended
                                                                   ------------------------------------
                                                                   January 31,  February 1,  February 2,
                                                                      1999         1998         1997
                                                                   (52 weeks)   (52 Weeks)   (53 Weeks)
                                                                   ----------   ----------   ----------
Sales...........................................................   $  672,394   $  657,017   $  633,189
Cost of goods sold..............................................      504,826      495,082      479,099
                                                                   ----------   ----------   ----------
Gross profit....................................................      167,568      161,935      154,090
                                                                   ----------   ----------   ----------
Expenses:
  Selling, general and administrative...........................      134,288      128,436      124,429
  Interest......................................................       25,847       30,213       30,457
                                                                   ----------   ----------   ----------
                                                                      160,135      158,649      154,886
                                                                   ----------   ----------   ----------
Income (loss) before provision for income
  taxes and extraordinary item..................................        7,433        3,286         (796)
Income tax  provision...........................................        2,887            -            -
                                                                   ----------   ----------   ----------
Income (loss) before extraordinary item.........................        4,546        3,286         (796)
Extraordinary item..............................................            -        1,735            -
                                                                   ----------   ----------   ----------
Net income (loss) ..............................................        4,546        5,021         (796)
Effect of preferred stock reclassification......................            -          756            -
Less provision for preferred dividends and discount amortization            -         (407)        (391)
                                                                   ----------   ----------   ----------
Net income (loss) available for common shares...................   $    4,546   $    5,370   $   (1,187)
                                                                   ==========   ==========   ==========

Basic income (loss) per share:
  Income (loss) before extraordinary item.......................   $      .50   $      .62   $     (.24)
  Extraordinary item............................................            -          .30            -
                                                                   ----------   ----------   ----------
  Basic income (loss)...........................................   $      .50   $      .92   $     (.24)
                                                                   ==========   ==========   ==========

Diluted income (loss) per share:
  Income (loss) before extraordinary item.......................   $      .50   $      .62   $     (.24)
  Extraordinary item............................................            -          .29            -
                                                                   ----------   ----------   ----------
  Diluted income (loss).........................................   $      .50   $      .91   $     (.24)
                                                                   ==========   ==========   ==========

See notes to consolidated financial statements.
</TABLE>



<TABLE>
<CAPTION>
                   PAMIDA HOLDINGS CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
              (DOLLAR AMOUNTS IN THOUSANDS - EXCEPT PER SHARE DATA)


<S>                                                                                <C>          <C>       
                               ASSETS                                              January 31,  February 1,
                                                                                      1999         1998
Current assets:                                                                    ----------   ----------
  Cash..........................................................................   $    7,588   $    6,816
  Accounts receivable, less allowance for doubtful accounts of $50 in both years       10,125        8,384
  Merchandise inventories.......................................................      180,063      152,927
  Prepaid expenses..............................................................        3,698        2,838
                                                                                   ----------   ----------
     Total current assets.......................................................      201,474      170,965 
Property, buildings and equipment, net..........................................       38,411       40,812
Leased property under capital leases, less accumulated
  amortization of  $18,024 and $15,387, respectively............................       28,254       25,181
Deferred financing costs........................................................        2,301        2,755
Other assets....................................................................       27,775       20,368
                                                                                   ----------   ----------
                                                                                   $  298,215   $  260,081
                                                                                   ==========   ==========

               LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities:
  Accounts payable..............................................................   $   53,772   $   47,687
  Loan and security agreement...................................................       66,497       45,194
  Accrued compensation..........................................................        5,405        5,768
  Accrued interest..............................................................        6,614        6,668
  Other accrued expenses........................................................       12,196       13,791
  Income taxes - deferred and current payable...................................       11,740       12,546
  Current maturities of long-term debt..........................................           47           47
  Current obligations under capital leases......................................        1,874        1,843
                                                                                   ----------   ----------
     Total current liabilities..................................................      158,145      133,544
Long-term debt, less current maturities.........................................      140,242      140,289
Obligations under capital leases, less current obligations......................       35,925       32,156
Other long-term liabilities.....................................................       11,442        6,367
Commitments and contingencies (Note O)..........................................            -            -

Stockholders' equity:
  Common stock, $.01 par value; 25,000,000 shares authorized; 6,025,595
    and 5,970,439 shares issued and outstanding.................................           60           60
  Nonvoting common stock, $.01 par value; 4,000,000 shares authorized;
    3,050,473 shares issued and outstanding.....................................           30           30
  Additional paid-in capital....................................................       30,776       30,586
  Accumulated deficit...........................................................      (78,405)     (82,951)
                                                                                   ----------   ----------
     Total stockholders' deficit................................................      (47,539)     (52,275)
                                                                                   ----------   ----------
                                                                                   $  298,215   $  260,081
                                                                                   ==========   ==========
 See notes to consolidated financial statements.
</TABLE>



<TABLE>
<CAPTION>
                   PAMIDA HOLDINGS CORPORATION AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                          (DOLLAR AMOUNTS IN THOUSANDS)


<S>                                                       <C>      <C>         <C>          <C>          
                                                                   Nonvoting   Additional
                                                          Common    Common      Paid-in     (Accumulated
                                                           Stock     Stock      Capital        Deficit)
                                                          ------   ---------   ----------   ------------
Balance at January 28, 1996............................     $ 50   $       -   $      968   $    (87,134)

  Net loss.............................................        -           -            -           (796)
  Amortization of discount on 14-1/4%
    junior cumulative preferred........................        -           -            -            (49)
  Accrued dividends for preferred stockholders.........        -           -            -           (342)
                                                          ------   ---------   ----------   ------------
Balance at February 2, 1997............................       50           -          968        (88,321)

  Net income...........................................        -           -            -          5,021
  Amortization of discount on 14-1/4%
    junior cumulative preferred........................        -           -            -            (38)
  Accrued dividends for preferred stockholders.........        -           -            -           (369)
  Reclassification of preferred stock into common stock        3           -        1,811            756
  Payment of notes with common stock...................        7          30       20,236              -
  Gain on payment of notes held by Venture (net of tax)        -           -        7,571              -
                                                          ------   ---------   ----------   ------------

Balance at February 1, 1998............................       60          30       30,586        (82,951)

  Net income...........................................        -           -            -          4,546
  Exercise of stock options............................        -           -          190              -
                                                          ------   ---------   ----------   ------------
Balance at January 31, 1999............................   $   60   $      30   $   30,776   $    (78,405)
                                                          ======   =========   ==========   ============

See notes to consolidated financial statements.
</TABLE>



<TABLE>
<CAPTION>
                   PAMIDA HOLDINGS CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (DOLLAR AMOUNTS IN THOUSANDS)

<S>                                                                <C>          <C>          <C>       
                                                                            Fiscal  Year Ended
                                                                   ------------------------------------
                                                                   January 31,  February 1,  February 2,
                                                                      1999         1998         1997
                                                                   (52 Weeks)   (52 Weeks)   (53 Weeks)
                                                                   ----------   ----------   ----------
Cash flows from operating activities:
  Net income (loss).............................................   $    4,546   $    5,021   $     (796)
    Adjustments to reconcile net income (loss) to net cash         ----------   ----------   ----------
    from operating activities:
      Depreciation and amortization.............................       13,456       12,668       11,773
      Provision for LIFO inventory valuation....................          385          606          874
      Provision (benefit) for deferred income taxes.............       (2,738)      (3,297)       3,305
      Noncash interest expense..................................            -        3,974        4,473
      Gain on disposal of assets................................       (1,032)        (150)         (56)
      Deferred retirement benefits..............................         (129)        (142)        (125)
      Extraordinary item........................................            -       (1,735)           -
      Decrease in store closing reserves........................       (1,967)      (3,457)      (3,726)
      Changes in operating assets and liabilities:
        (Increase) decrease  in merchandise inventories.........      (27,521)       3,957       (7,527)
        Increase in other operating assets......................      ( 3,910)        (957)      (2,057)
        Increase (decrease) in accounts payable.................        6,085       (6,558)      (8,842)
        (Decrease) increase in income taxes payable.............         (294)       3,537       (3,250)
        Increase (decrease) in other operating liabilities......        7,385        8,021       (1,943)
                                                                   ----------   ----------   ----------
      Total adjustments.........................................      (10,280)      16,467       (7,101)
                                                                   ----------   ----------   ----------
      Net cash from operating activities........................       (5,734)      21,488       (7,897)
                                                                   ----------   ----------   ----------
Cash flows from investing activities:
  Capital expenditures..........................................       (8,328)      (6,654)      (4,947)
  Capitalized software costs....................................       (6,435)      (3,848)      (3,680)
  Proceeds from disposal of assets..............................        2,095        1,701          917
  Proceeds from sale-leaseback of store facilities..............        8,475            -            -
  Principal payments received on notes receivable...............           52           18           16
  Assets acquired for sale......................................            -            -         (391)
  Changes in constructed stores to be refinanced through lease
    financing...................................................       (8,720)       1,790       (5,845)
                                                                   ----------   ----------   ----------
      Net cash from investing activities........................      (12,861)      (6,993)     (13,930)
                                                                   ----------   ----------   ----------
Cash flows from financing activities:
  Borrowings (payments) under loan and security agreement, net..       21,303      (11,921)      25,527
  Principal payments on other long-term debt....................          (47)         (75)      (1,335)
  Payments for deferred finance costs...........................         (169)        (225)         (54)
  Principal payments on capital lease obligations...............       (1,910)      (1,781)      (2,636)
  Fees related to payment of debt and reclassification of
    preferred stock.............................................            -         (650)           -
  Proceeds from the exercise of  stock options..................          190            -            -
                                                                   ----------   ----------   ----------
      Net cash from financing activities........................       19,367      (14,652)      21,502
                                                                   ----------   ----------   ----------
  Net increase (decrease) in cash...............................          772         (157)        (325)
  Cash at beginning of year.....................................        6,816        6,973        7,298
                                                                   ----------   ----------   ----------
Cash at end of year.............................................   $    7,588   $    6,816   $    6,973
                                                                   ==========   ==========   ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid (received) during the year for:
    Interest....................................................   $   25,278   $   25,834   $   24,804
    Income taxes:
      Payments to taxing authorities............................        1,608          112          386
      Refunds received from taxing authorities..................         (141)      (3,952)        (442)


SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
  Capital lease obligations incurred when the Company entered
    into lease agreements for new store facilities and equipment   $    5,710   $        -   $       11
  Amortization of discount on junior cumulative preferred stock
    recorded as a direct charge to accumulated deficit..........            -           38           49
  Payment of interest in kind by increasing the
    principal amount of the notes...............................            -        3,561        4,141
  Provision for dividends payable...............................            -          369          342
  Common stock issued in payment of notes
    and reclassification of preferred stock.....................            -        8,690            -
  Nonvoting common stock issued in payment
    of notes....................................................            -       27,454            -
  Notes paid with, and preferred stock reclassified into,
    common stock................................................            -      (36,144)           -

See notes to consolidated financial statements.
</TABLE>


                   PAMIDA HOLDINGS CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (DOLLAR AMOUNTS IN THOUSANDS - EXCEPT PER SHARE DATA)



A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Pamida Holdings Corporation (the "Company") was formed for the sole purpose
of acquiring  Pamida,  Inc.  ("Pamida")  through a merger in a leveraged buy-out
transaction which was consummated on July 29, 1986.

     CONSOLIDATION - The consolidated  financial  statements include the results
of  operations,  account  balances  and  cash  flows  of  the  Company  and  its
wholly-owned subsidiary,  Pamida, and of Seaway Importing Company ("Seaway") and
Pamida Transportation Company, wholly-owned subsidiaries of Pamida. All material
intercompany accounts and transactions have been eliminated in consolidation.

     FISCAL YEAR - All references in these financial  statements to fiscal years
are to the calendar year in which the fiscal year ends.

     LINE OF BUSINESS - Through Pamida,  the Company is engaged in the operation
of  general  merchandise  retail  stores in a  fifteen-state  Midwestern,  North
Central and Rocky Mountain area. Seaway imports primarily  seasonal  merchandise
for sale to Pamida. Pamida Transportation Company operated as a contract carrier
for Pamida until July 1995, at which time  independent  contractors were engaged
to provide all transportation needs of the Company. Because of the similarity in
nature of the Company's  businesses,  the Company  operates as a single business
segment.

     REVENUE  RECOGNITION  -  Pamida  operates  its  stores  on a  self-service,
primarily  cash-and-carry basis. Because of the insignificance of sales returns,
revenue is recognized at the point-of-sale without allowance for returns.

     CASH FLOW  REPORTING - For  purposes of the  statement  of cash flows,  the
Company  considers all temporary cash  investments  purchased with a maturity of
three months or less to be cash equivalents. There were no temporary investments
at January 31, 1999 and February 1, 1998.

     MERCHANDISE  INVENTORIES - Substantially all of the Company's  inventory is
stated at the lower of cost (last-in, first-out) or market.

     PROPERTY,  BUILDINGS AND EQUIPMENT - Property,  buildings and equipment are
stated at cost and  depreciated on the  straight-line  method over the estimated
useful lives. Buildings and building improvements are generally depreciated over
8-40 years, while store, distribution center and office equipment,  vehicles and
aircraft  equipment  are  generally  depreciated  over  3-10  years.   Leasehold
improvements are depreciated over the life of the lease or the estimated life of
the asset, whichever is shorter.

     LEASED PROPERTY UNDER CAPITAL LEASES - Noncancellable  financing leases are
capitalized  at the  estimated  fair  value of the  leasehold  interest  and are
amortized on the straight-line method over the terms of the leases.

     LONG-LIVED  ASSETS  -  When  facts  and  circumstances  indicate  potential
impairment,  the Company evaluates the  recoverability of asset carrying values,
including  associated  goodwill,  using  estimates  of future  cash  flows  over
remaining  asset lives.  When  impairment is indicated,  any impairment  loss is
measured by the excess of carrying values over fair values.

     DEFERRED  FINANCING  COSTS AND  ORIGINAL  ISSUE  DEBT  DISCOUNT  - Deferred
financing  costs are being  amortized  using the  straight-line  method over the
terms of the issues which approximates the effective  interest method.  Original
issue debt discount is being amortized using the effective  interest method over
the terms of the issues.

     ADVERTISING  COSTS - Advertising  costs are expensed as incurred and netted
to  $11,936,  $10,468  and  $11,653  for  fiscal  years  1999,  1998  and  1997,
respectively.

     PRE-OPENING  EXPENSES - Costs related to opening new stores are expensed as
incurred.

     SOFTWARE  COSTS - The Company  capitalizes  internally  developed  software
costs,  which then are  amortized  on a  straight-line  basis over three to five
years.

     STOCK-BASED  COMPENSATION  -  The  Company  accounts  for  its  stock-based
compensation  under the  provisions of Accounting  Principles  Board Opinion 25,
Accounting  for Stock Issued to Employees  (APB 25) which utilizes the intrinsic
value method.

     EARNINGS PER SHARE - Basic income per common share is based on the weighted
average  outstanding common shares during the respective period.  Diluted income
per share is based on the weighted  average  outstanding  common  shares and the
effect of all dilutive potential common shares, including stock options.

     USE OF ESTIMATES - The  preparation  of financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

     FAIR VALUE OF  FINANCIAL  INSTRUMENTS  - The  historical  cost of financial
instruments  (cash,  accounts  receivable,  accounts  payable and the  Company's
committed line of credit) as presented in the financial statements  approximates
their fair value in all instances, except for long-term debt, which is disclosed
in Note F.

     RECLASSIFICATIONS  -  Certain  reclassifications  have  been  made to prior
years' financial statements to conform to the current year presentation.

B. NET INCOME PER SHARE

     The following  table  provides a  reconciliation  between basic and diluted
income (loss) per share (income and shares in thousands):

<TABLE>

<S>                         <C>      <C>    <C>           <C>     <C>    <C>            <C>       <C>    <C>    <C>
                                     1999                           1998                           1997
                            -------------------------     -------------------------     --------------------------
                                            Per Share                     Per Share                      Per Share
                            Income  Shares   Amount       Income  Shares   Amount        Loss    Shares    Amount
                            ------  ------  ---------     ------  ------  ---------     -------  ------  ---------
Income (loss) before
  extraordinary item ....   $4,546                        $3,286                        $  (796)
Less provision for
  preferred dividends and
  discount amortization .        -                          (407)                          (391)
Effect of preferred stock
  reclassification ......        -                           756                              -
                            ------  ------  ---------     ------  ------  ---------     -------  ------  ---------
Basic income (loss)
  before extraordinary
  item ..................    4,546   9,046  $     .50      3,635   5,843  $     .62      (1,187)  5,005  $    (.24)

Effect of dilutive stock
  options ...............        -      48          -          -      32          -           -       -          -
                            ------  ------  ---------     ------  ------  ---------     -------  ------  ---------
Diluted income (loss)
  before extraordinary
  item ..................   $4,546   9,094  $     .50     $3,635   5,875  $     .62     $(1,187)  5,005  $   (. 24)
                             ======  ======  =========    ======  ======  =========     =======  ======  =========
</TABLE>

C. MERCHANDISE INVENTORIES

     Total  inventories  would have been higher at January 31, 1999 and February
1, 1998 by $7,565 and $7,180, respectively,  had the FIFO (first-in,  first-out)
method been used to determine the cost of all inventories.  On a FIFO basis, net
income  before  extraordinary  item  would  have  been  $4,931,  $3,892  and $78
respectively,  for fiscal years 1999, 1998, and 1997.  During fiscal years 1999,
1998,  and 1997,  certain  inventory  quantities  were  reduced  resulting  in a
liquidation  of certain  LIFO layers  carried at costs which were lower than the
cost of  current  purchases,  the effect of which  increased  net income by $33,
$263, and $116, respectively.

D. PROPERTY, BUILDINGS AND EQUIPMENT

     Property, buildings and equipment consists of:

                                                         Jan. 31,      Feb. 1,
                                                           1999         1998
                                                        ---------     ---------
     Land and land improvements....................     $   3,504     $   4,030
     Buildings and building improvements...........        18,807        22,183
     Store, warehouse and office equipment.........        65,349        59,842
     Vehicles and aircraft equipment...............         1,658         1,551
     Leasehold improvements........................        18,186        16,944
                                                        ---------     ---------
                                                          107,504       104,550
     Less accumulated depreciation and amortization        69,093        63,738
                                                        ---------     ---------
                                                        $  38,411     $  40,812
                                                        =========     =========
E.  OTHER ASSETS

      Other assets consist of:
                                                         Jan. 31,      Feb. 1,
                                                           1999         1998
                                                        ---------     ---------
     Constructed stores to be refinanced through
       lease financing                                  $  10,084     $   7,969
     Unamortized software costs, net...............        14,568        10,435
     Other.........................................         3,123         1,964
                                                        ---------     ---------
                                                        $  27,775     $  20,368
                                                        =========     =========

     The  Company  contracted  for the  construction  of five and eleven  stores
during the periods  ended  February 1, 1998 and January 31, 1999,  respectively.
The construction costs capitalized are recorded as other long-term assets during
the  period  of  construction  and  for  the  period  following   completion  of
construction  to the  date  of  sale  of such  stores  through  lease  financing
arrangements. The construction costs for twelve stores remain in Other Assets at
January  31,  1999.  The cost of  construction  has been  financed  through  the
Company's working capital, including the Company's committed line of credit, and
cash flow from  operations.  In the first half of fiscal 1999,  the Company sold
and leased back six store  properties  with net cash proceeds  totaling  $8,475.
Proceeds from the sales were used to reduce  outstanding  indebtedness under the
Company's committed line of credit.

F.  FINANCING AGREEMENTS

     Pamida,   Inc.'s  (Pamida)  committed  Loan  and  Security  Agreement  (the
Agreement)  was amended and  restated on July 2, 1998 and extended to July 2001.
The amendment increased the maximum borrowing limit to $125,000 from $95,000 and
reduced interest rate spreads by 75 basis points.  The amended $125,000 facility
includes a $25,000  supplemental  facility  primarily  intended  for real estate
development activities.

     Borrowings under the Agreement bear interest at a rate which is tied to the
prime rate (as defined) or the London Interbank Offered Rate (LIBOR),  generally
at Pamida's discretion.  Included in the July 2, 1998 amendment to the Agreement
were  provisions  substantially  increasing  the  maximum  permitted  borrowings
available to Pamida. The amounts Pamida is permitted to borrow are determined by
a formula  based upon the amount of  Pamida's  eligible  inventory  from time to
time.  Such  borrowings are secured by security  interests in all of the current
assets  (including  inventory)  of Pamida  and by liens on certain  real  estate
interests  and other  property of Pamida.  The Company and two  subsidiaries  of
Pamida have guaranteed the payment and performance of Pamida's obligations under
the Agreement and have pledged some or all of their respective assets, including
the stock of Pamida owned by the Company, to secure such guarantees.

     The  Agreement  contains   provisions   imposing  operating  and  financial
restrictions on the Company. The Agreement requires the achievement of specified
minimum amounts of cash flow (as defined).  Other  restrictions in the Agreement
and those provided under the Indenture relating to the Senior Subordinated Notes
will  affect,  among other  things,  the  ability of Pamida to incur  additional
indebtedness,  pay dividends,  repay  indebtedness prior to its stated maturity,
create  liens,  enter  into  leases,   sell  assets  or  engage  in  mergers  or
acquisitions, make capital expenditures and make investments.

     The maximum amount of borrowings under the Agreement during fiscal 1999 and
1998 was $66,469 and  $66,461,  respectively.  The weighted  average  amounts of
borrowings under the Agreement for fiscal 1999 and 1998 were $48,414 and 52,869,
respectively;  and the  weighted  average  interest  rates  were  8.9% and 9.8%,
respectively.

     Long-term debt consists of:
                                                           Jan. 31,     Feb. 1,
                                                             1999         1998
                                                           --------     --------
     Senior Subordinated Notes, 11.75%, due March 2003     $140,000     $140,000
     Industrial development bond 5.5%, due in monthly
       installments through 2005......................          289          336
                                                           --------     --------
                                                            140,289      140,336
     Less current maturities..........................           47           47
                                                           --------     --------
                                                           $140,242     $140,289
                                                           ========     ========

     As of January 31, 1999 and  February 1, 1998,  the fair value of  long-term
debt was $134,992 and $144,489,  respectively.  The fair value of long-term debt
was  estimated  based on quoted  market  values  for the  notes.  The  aggregate
maturities of long-term debt in each of the next five fiscal years are $47, $47,
$47, $47 and $140,047.

     The Senior Subordinated Notes are unsecured and are subordinate  borrowings
under the Agreement.  Presently,  under the most restrictive debt covenants, the
Company is not permitted to pay dividends on its common stock.

G. INCOME TAXES

     Components of the income tax provision (benefit) from continuing operations
are as follows:

                                                            Year Ended
                                                   ---------------------------
                                                   Jan. 31,  Feb. 1,   Feb. 2,
                                                     1999     1998      1997
Current:                                           -------   -------   -------
  Federal......................................    $   (12)  $   491   $(3,155)
  State........................................        161       311      (150)
                                                   -------   -------   -------
                                                       149       802    (3,305)
                                                   -------   -------   -------
Deferred:
  Federal......................................      2,409    (1,616)    3,189
  State........................................        329      (330)      116
Utilization of tax benefit carryforward........          -     2,718         -
Change in beginning of year valuation allowance          -    (1,574)        -
                                                   -------   -------   -------
                                                     2,738      (802)    3,305
                                                   -------   -------   -------
Total provision from continuing operations.....    $ 2,887   $     -   $     -
                                                   =======   =======   =======

     The  differences  between  the  U.S.  Federal  statutory  tax  rate and the
Company's effective tax rate are as follows:

                                                           Year Ended
                                                   ---------------------------
                                                   Jan. 31,  Feb.1,    Feb. 2,
                                                    1999      1998      1997
                                                   -------   -------   -------
Statutory rate.................................       34.0%     34.0%    (34.0)%
State income tax effect........................        4.4       4.6      (2.8)
Valuation allowance............................          -     (40.9)     25.1
Accretion of discount on junior
  subordinated debt............................          -       1.3       6.8
Other..........................................         .4       1.0       4.9
                                                   -------   -------   -------
                                                      38.8%        -         -
                                                   =======   =======   =======

     In fiscal 1998, income tax expense allocated to the extraordinary  item was
$379 and income tax expense charged directly to stockholders' equity was $1,821.
These amounts are net of a change in the beginning of year  valuation  allowance
of $2,495.

     Significant  temporary differences between reported and taxable income that
give rise to deferred tax assets and liabilities were as follows:

                                                   Jan. 31,  Feb. 1,
                                                    1999      1998
                                                   -------   -------
Net current deferred tax liabilities:
   Inventories.................................    $14,155   $13,910
   Prepaid insurance...........................        240       172
   Other.......................................        790       423
   Post employment health costs................        (85)     (135)
   Accrued expenses............................     (3,034)   (2,192)
   Store closing costs.........................       (623)   (1,246)
                                                   -------   -------
       Net current deferred tax liabilities....     11,443    10,932
                                                   -------   -------
Net long-term deferred tax liabilities:
   Property, buildings and equipment...........      1,957     2,096
   Other.......................................      3,680     1,836
   Capital leases..............................     (3,655)   (3,377)
   Tax benefit carryforward....................          -      (800)
                                                   -------   -------
Net long-term deferred tax (asset) liabilities       1,982      (245)
                                                   -------   -------
Net total deferred tax liabilities.............    $13,425   $10,687
                                                   =======   =======


     Net long-term  deferred tax (asset)  liabilities  are classified with other
assets or other long-term  liabilities in the consolidated balance sheets of the
Company.

H.    LEASES

     The majority of store  facilities  are leased under  noncancelable  leases.
Substantially  all of the store leases are net leases which  require the payment
of  property  taxes,  insurance  and  maintenance  costs in  addition  to rental
payments. Certain leases provide for additional rentals based on a percentage of
sales and have  renewal  options for one or more  periods  totaling  from one to
twenty years.

     At January 31, 1999 the future minimum lease payments under all capital and
operating leases with rental terms of more than one year amounted to:



     Fiscal Year Ending                            Capital   Operating
                                                    Leases     Leases
                                                   --------   --------
     2000.......................................   $  6,100   $ 11,207
     2001.......................................      6,010      9,635
     2002.......................................      5,925      8,602
     2003.......................................      5,913      7,566
     2004.......................................      5,915      6,880
     Later years................................     43,994     64,292
                                                   --------   --------
     Total minimum obligations..................     73,857   $108,182
                                                              ========
     Less amount representing interest..........     36,058
                                                   --------
     Present value of net minimum lease payments     37,799
     Less current portion.......................      1,874
                                                   --------
     Long-term obligations......................   $ 35,925
                                                   ========


     The minimum rentals under operating leases have not been reduced by minimum
sublease  rental income of $89 due in the future under  noncancelable  subleases
of stores.

     Total rental expense related to all operating leases  (including those with
terms less than one year) is as follows:

                                                           Year Ended
                                                   ---------------------------
                                                   Jan. 31,  Feb. 1,   Feb. 2,
                                                    1999      1998      1997
                                                   -------   -------   -------
     Minimum rentals...........................    $13,086   $11,669   $10,938
     Contingent rentals........................        292       272       258
     Less sublease rental income...............       (532)     (705)     (735)
                                                   -------   -------   -------
                                                   $12,846   $11,236   $10,461
                                                   =======   =======   =======

I.     OTHER INCOME

     The following non-recurring other income items reduced selling, general and
administrative costs during the:

                                                            Year Ended
                                                   ---------------------------
                                                   Jan. 31,  Feb. 1,   Feb. 2,
                                                    1999      1998      1997
                                                   -------   -------   -------
     Legal settlements.........................    $ 1,333   $     -   $   207
     Gain on sale of closed store properties...        999         -         -
     Gain on sale of idle assets...............          -       103         -
     Reduction of store closing reserve........        535         -         -
                                                   -------   -------   -------
                                                   $ 2,867   $   103   $   207
                                                   =======   =======   =======

J.  EMPLOYEE SAVINGS AND OTHER POSTEMPLOYMENT BENEFIT PLANS

     Pamida has adopted a 401(k)  savings plan that covers all employees who are
21 years of age with one or more years of service.  Participants  can contribute
from 1% to 15% of their pre-tax  compensation.  Pamida has currently  elected to
match 50% of the participant's  contribution up to 5% of compensation.  Pamida's
savings plan  contribution  expenses for fiscal years 1999,  1998, and 1997 were
$792, $765, and $770, respectively.

     Prior to  December  1993,  the  Company  had agreed to  continue to provide
health  insurance  coverage and pay a portion of the health  insurance  premiums
until age 65 for  individuals  who  retire if the  individual  was  eligible  to
participate  in the  plan,  had  attained  age  55,  had  completed  ten or more
consecutive  years of service and elected to continue on the Company  plan.  The
plan is  unfunded,  and the Company had the right to modify or  terminate  these
benefits.  In December  1993,  the Company  amended the Plan to no longer  offer
postretirement  health  benefits for employees  retiring after February 1, 1994.
The  accumulated  postretirement  benefit  obligation as of January 31, 1999 and
February  1, 1998 and the  components  of periodic  expense  for  postretirement
benefits in fiscal 1999, 1998 and 1997 were insignificant.

   K. STOCK OPTIONS

     On November  24, 1992,  the Board of  Directors of the Company  adopted the
Pamida Holdings  Corporation 1992 Stock Option Plan (the "1992 Plan"), which was
approved by the Company's  stockholders in May 1993. On March 5, 1998, the Board
of Directors of the Company adopted the Pamida Holdings  Corporation  1998 Stock
Incentive   Plan  (the  "1998  Plan")  which  was  approved  by  the   Company's
stockholders in May 1998. The 1992 Plan and the 1998 Plan are  administered by a
Committee of the Board of  Directors  and provide for the granting of options to
key employees of the Company and its subsidiaries to purchase up to an aggregate
of 350,000 and 500,000 shares of Common Stock of the Company under the 1992 Plan
and the 1998 Plan,  respectively.  The 1998 Plan also  permits  the  granting of
other types of awards in the form of Common Stock of the Company; none have been
granted.  Options  granted  under  the 1992 Plan and the 1998 Plan may be either
incentive  stock  options,  within the  meaning of Section  422 of the  Internal
Revenue Code, or non-qualified options.

     Options  granted under the 1992 Plan and the 1998 Plan will be  exercisable
during  the period  fixed by the  Committee  for each  option at the time of its
grant;  however, in general, no option will be exercisable earlier than one year
after the date of its grant,  and no incentive  stock option will be exercisable
more than ten years after the date of its grant.  The option exercise price must
be at least 100% of the fair market value of the Common Stock on the date of the
option  grant.  No  compensation  expense  related to stock options was recorded
during fiscal 1999, 1998 or 1997.

     A summary of the Company's  stock-based  compensation  activity  related to
stock options for the last three fiscal years is as follows:
<TABLE>

<S>                               <C>       <C>        <C>       <C>        <C>       <C>     
                                    JAN. 31, 1999         FEB. 1, 1998         FEB. 2, 1997 
                                  ------------------   ------------------   ------------------
                                            Weighted             Weighted             Weighted
                                            Average              Average              Average
                                            Exercise             Exercise             Exercise
                                  Number     Price     Number     Price     Number     Price
                                  -------   --------   -------   --------   -------   --------
Outstanding - beginning of year   322,433   $   4.19   302,816   $   4.39   296,546   $   5.05

Granted                           190,200       6.18    40,700       3.06    86,800       2.37

Expired/terminated                  2,100       2.94    21,083       4.93    80,530       4.66

Exercised                          55,156       3.45         -          -         -          -
                                  -------   --------   -------   --------   -------   --------
Outstanding - end of year         455,377   $   5.11   322,433   $   4.19   302,816   $   4.39
                                  =======   ========   =======   ========   =======   ========
</TABLE>

     Options  covering  154,337,  161,093 and 123,616 shares were exercisable at
January 31, 1999, February 1, 1998 and February 2, 1997, respectively.

     The following table summarizes  information about stock options outstanding
as of January 31, 1999:

              Options Outstanding                          Options Exercisable
------------------------------------------------------    ----------------------
                                 Weighted
                                  Average     Weighted                  Weighted
                                 Remaining    Average                   Average
    Range of        Number      Contractual   Exercise      Number      Exercise
Exercise Prices   Outstanding      Life        Price      Exercisable    Price
---------------   -----------   -----------   --------    -----------   --------
  $1.94 - $2.78        68,240     7.5 Years   $   2.34         22,760   $   2.32
   3.06                37,137     8.1 Years       3.06           6,97       3.06
   3.63 -  5.75       144,400     5.6 Years       5.02        101,800       4.91
   6.31 -  7.19       205,600     8.9 Years       6.47         22,800       7.19
---------------   -----------   -----------   --------    -----------   --------
  $1.94 - $7.19       455,377     7.8 Years   $   5.11        154,337   $   4.78
===============   ===========   ===========   ========    ===========   ========

     If compensation  cost for the Company's Plan had been  determined  based on
the fair value at the grant dates of awards under the Plan  consistent  with the
method of SFAS No. 123, "Accounting for Stock-Based Compensation", the Company's
net income (loss) and net income (loss) per share would have been reduced to the
pro forma amounts indicated below:

                                             Jan. 31,    Feb. 1,     Feb. 2,
                                              1999        1998        1997
                                             -------     -------     -------
Net income (loss)              As reported   $ 4,546     $ 5,370     $(1,187)
                               Pro forma       4,402       5,326      (1,235)

Basic net income (loss)
  per share                    As reported       .50         .92        (.24)
                               Pro forma         .49         .91        (.25)

Diluted  net income (loss)
  per share                    As reported       .50         .91        (.24)
                               Pro forma         .48         .91        (.25)

     The  weighted  average  fair value of options  granted  during the year was
$2.07, $1.43 and $0.70 per option for fiscal 1999, 1998 and 1997,  respectively.
The fair value of options  granted  under the Plan was  estimated at the date of
grant using a binomial option pricing model with the following assumptions:

                                             Jan. 31,    Feb. 1,     Feb. 2,
                                              1999        1998        1997
                                             -------     -------     -------
Risk-free interest rate                        5.2 %       6.5 %       6.0 %
Dividend yield                                   -           -           -
Expected volatility                            8.3 %       8.4 %       8.1 %
Expected life (years)                          7.5 years   6.0 years   6.6 years


L. EXCHANGE  OF  DEBT  AND   PREFERRED   STOCK  FOR  COMMON  STOCK  AND  RELATED
   EXTRAORDINARY ITEM

     On November 14, 1997,  the  stockholders  of the Company  approved  various
proposals  necessary to effect the payment of all of the  Company's  outstanding
Senior Promissory Notes,  Subordinated  Promissory Notes and Junior Subordinated
Promissory Notes (collectively, the "Notes") with common stock and to change and
reclassify all of the Company's outstanding preferred stock into common stock.

     In connection with these  transactions,  which became effective on November
18, 1997, the Company issued 965,497 shares of Common Stock and 3,050,473 shares
of Nonvoting  Common Stock.  The  Nonvoting  Common Stock was issued only to 399
Venture  Partners,  Inc.  ("Venture"),  an affiliate of Citigroup  Inc.,  and is
convertible  into  Common  Stock  on  a   share-for-share   basis  upon  certain
conditions.  Common  Stock was  issued to all other  holders of Notes and to all
holders of Preferred Stock.

     The aggregate redemption value of the Preferred Stock at the effective date
of the transactions was $2,968, comprised of $1,000 per share stated liquidation
value plus  accrued  dividends.  The  aggregate  principal  amount  and  accrued
interest on the Notes at the  effective  date of the  transactions  was $33,175.
Based upon a value of $9 per share for purposes of the transactions, (i) 329,815
shares of Common Stock were issued to the holders of Preferred  Stock  resulting
in a net gain to the Company of $756, credited directly to accumulated  deficit,
(ii)  635,682  shares of Common  Stock were  issued to Note  holders  other than
Venture  resulting  in a net gain to the  Company  of  $1,735,  reflected  as an
extraordinary  item in the  consolidated  statement  of  operations,  and  (iii)
3,050,473 shares of Nonvoting Common Stock were issued to Venture resulting in a
net gain to the Company of $7,571,  credited directly to paid-in capital.  These
net gains  represent the excess of the value of the Common Stock for purposes of
the transactions over the value of the stock as determined by the closing market
price  of  the  Common  Stock  as of the  transaction  date,  net of  applicable
transaction costs, unamortized discounts, and income taxes.

M.  CAPITAL STOCK

     As described in Note L, the Company issued an additional  965,497 shares of
Common Stock and 3,050,473  shares of Nonvoting Common Stock during fiscal 1998.
During fiscal 1999,  55,156 shares of Common Stock were issued upon the exercise
of stock options. The Company had 6,025,595 shares of Common Stock and 3,050,473
shares of Nonvoting Common Stock  outstanding at January 31, 1999. The Nonvoting
Common Stock is held entirely by 399 Venture  Partners,  Inc.  which is also the
Company's  largest  holder  of  Common  Stock.  The  Nonvoting  Common  Stock is
convertible  into  Common  Stock  on  a   share-for-share   basis  upon  certain
conditions.  The  Company had  5,970,439  shares of Common  Stock and  3,050,473
shares of Nonvoting Common Stock outstanding at February 1, 1998.

N. PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION

     Note L describes the change and  reclassification  of all  preferred  stock
into common stock of the  Company,  effective  November  18, 1997.  Prior to the
reclassification,  the Company was obligated to redeem all outstanding shares of
senior cumulative and junior cumulative preferred stock on December 31, 2001, at
a price not to exceed the liquidation  value which was $1,000 per share plus any
accrued dividends.  Subject to certain loan restrictions,  the Company could, at
any time, have redeemed all or any portion of the preferred stock outstanding at
a price of $1,000 per share plus any accrued dividends.

     Each share of senior  cumulative  and  junior  cumulative  preferred  stock
entitled  its holder to receive a  quarterly  dividend  of 16.25% and 14.25% per
annum,  respectively,  of the liquidation  value from the date of issuance until
redeemed.  Both  series  of  preferred  stock  were  nonvoting,  and any  unpaid
dividends were added to the liquidation value until paid.

     Because of the accumulated  deficit which resulted primarily from the store
closings and the write-off of goodwill and other long-lived assets recognized in
the fourth quarter of fiscal 1996,  applicable  corporate law did not permit the
Company or Pamida to declare  or pay any cash  dividends  on any stock in fiscal
1998 or 1997. A provision  for  preferred  stock  dividends  was recorded in the
fiscal 1998 and 1997 financial  statements.  As a result of the reclassification
of the preferred stock into common stock,  the Company's  obligation for further
preferred stock dividend payments or accruals has been eliminated.

     The difference  between the fair value of the junior  cumulative  preferred
stock at  issuance  and the  mandatory  redemption  value was  recorded  through
periodic  accretions,  using the effective interest method with a related charge
to retained earnings.

O.  COMMITMENTS AND CONTINGENCIES

     Pamida has employment  agreements  with three key executive  officers which
expire in 2000 and 2001. In addition to a base salary,  the  agreements  provide
for a bonus to be paid if certain Company performance goals are achieved.  Also,
in  March  1997,  the  Board  of  Directors   approved  a  long-term   incentive
compensation  program in order to enhance  retention  of certain  key members of
management. Payout under such program is tied to continued employment and future
Company common stock price appreciation.

     On January 31, 1999, the Company had standby letters of credit  outstanding
totaling  $4,879  related to the  Company's  self-insured  retention of workers'
compensation  and general  liabilities  as well as future  rental  payments on a
distribution  center.  Additional letters of credit outstanding  totaling $4,057
were committed for purchases of merchandise inventory.

P.  STORE CLOSING RESERVES

     During  fiscal 1996,  the Company  recognized a $21,397  charge  reflecting
management's  best  estimate  of  total  costs to close  forty  unprofitable  or
competitive market stores which did not fit the Company's niche market strategy.
Remaining expected future charges are recorded in the store closing reserve. The
amounts the Company will  ultimately  realize from the disposal of assets or pay
on  the  resolution  of  liabilities  may  differ  from  the  estimated  amounts
established in the 1996 store closing reserve.

     The 1996 store  closing  reserve  balance as of January 28,  1996  included
amounts  related to real estate,  inventory,  severance,  professional  fees and
other costs of closing the forty stores.  The  liquidation of the closed stores'
inventory was completed in the second  quarter of fiscal 1997. As of January 31,
1999,  all known  ancillary  costs of the store  closings  have been paid except
those related to the remaining  real estate.  During fiscal 1997,  1998 and 1999
the Company negotiated settlements on twenty-seven closed store properties which
had been leased, three of which have been subleased, and sold eight closed store
properties  which had been owned.  As of January 31, 1999,  the Company  remains
liable for lease  obligations  on five  closed  store  properties.  The  Company
anticipates  that  final  disposition  of  the  remaining  obligations  will  be
accomplished in fiscal 2000 and 2001.

     The 1996 store closing reserve activity and amounts included in the balance
sheets are as follows:

                                           1996 Store Closing Reserves
                                  ----------------------------------------------
                                  Amount included     Amount included
                                  in other accrued    in other long-
                                      expenses        term liabilities    Total
                                  ----------------   -----------------   -------
Balance at January 28, 1996       $          7,818   $           2,619   $10,437
Payments applied to reserve                  3,297                 429     3,726
                                  ----------------   -----------------   -------
Balance at February 2, 1997                  4,521               2,190     6,711
Payments applied to reserve                  2,957                 500     3,457
                                  ----------------   -----------------   -------
Balance at February 1, 1998                  1,564               1,690     3,254
Payments applied to reserve                    477                 955     1,432
Reduction in the required reserve                -                 535       535
                                  ----------------   -----------------   -------
Balance at January 31, 1999       $          1,087   $             200   $ 1,287
                                  ================   =================   =======

Q.   QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

     The following is a summary of the quarterly  results of operations  for the
years ended January 31, 1999 and February 1, 1998:

<TABLE>
<S>                            <C>           <C>           <C>           <C>           <C>        
                                 May 3,       August 2,    November 1,   January 31,
FISCAL 1999                       1998          1998          1998           1999         Year
-----------                    -----------   -----------   -----------   -----------   -----------
Sales.......................   $   144,532   $   170,169   $   157,585   $   200,108   $   672,394
Gross profit................        34,360        43,308        37,306        52,594       167,568
Net (loss) income...........        (2,301)        1,483           535         4,829         4,546

Basic and diluted (loss)
  income per share .........   $      (.26)   $      .16   $       .06   $       .53   $       .50
                               ===========   ===========   ===========   ===========   ===========

                                 May 4,       August 3,    November 2,   February 1,
FISCAL 1998                       1997          1997          1997          1998           Year
-----------                    -----------   -----------   -----------   -----------   -----------
Sales.......................   $   144,564   $   163,217   $   158,749   $   190,487   $   657,017
Gross profit................        33,268        41,502        37,854        49,311       161,935

(Loss) income before
  extraordinary item........        (5,459)          563           340         7,842         3,286

Extraordinary item..........             -             -             -         1,735         1,735

Net (loss) income                   (5,459)          563           340         9,577         5,021
Effect of preferred stock
  reclassification..........             -             -             -           756           756
Less provision for preferred
  dividends and discount
  amortization..............          (105)         (165)         (137)            -          (407)
                               -----------   -----------   -----------   -----------   -----------
Net (loss) income available
  for common shares.........   $    (5,564)  $       398   $       203   $    10,333   $     5,370
                               ===========   ===========   ===========   ===========   ===========

Basic (loss) income per share:
(Loss) income before
  extraordinary item........   $     (1.11)  $       .08   $       .04   $      1.03   $       .62
Extraordinary item..........             -             -             -           .21           .30
                               -----------   -----------   -----------   -----------   -----------
Basic (loss) income.........   $     (1.11)  $       .08   $       .04   $      1.24   $       .92
                               ===========   ===========   ===========   ===========   ===========

Diluted (loss) income per share:
(Loss) income before
  extraordinary item........   $     (1.11)  $       .08   $       .04   $      1.02   $       .62
Extraordinary item..........             -             -             -           .21           .29
                               -----------   -----------   -----------   -----------   -----------
Diluted (loss) income.......   $     (1.11)  $       .08   $       .04   $      1.23   $       .91
                               ===========   ===========   ===========   ===========   ===========
</TABLE>



INDEPENDENT AUDITORS' REPORT
Board of Directors
Pamida Holdings Corporation
Omaha, Nebraska



     We have audited the  consolidated  financial  statements of Pamida Holdings
Corporation  and subsidiary as of January 31, 1999 and February 1, 1998, and for
each of the three years in the period ended  January 31,  1999,  and have issued
our report thereon dated March 9, 1999; such 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
Pamida  Holdings  Corporation,  listed  in Item  14.  This  financial  statement
schedule  is  the   responsibility   of  the   Corporation's   management.   Our
responsibility  is to express an opinion  based on our audits.  In our  opinion,
such  financial  statement  schedule,  when  considered in relation to the basic
financial statements taken as a whole,  presents fairly in all material respects
the information set forth therein.


/s/Deloitte & Touche LLP
Deloitte & Touche LLP

Omaha, Nebraska
March 9, 1999


PAMIDA HOLDINGS CORPORATION
(PARENT COMPANY ONLY)
(DOLLAR AMOUNT IN THOUSANDS EXCEPT FOR PER SHARE DATA)

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF OPERATIONS -
YEARS ENDED JANUARY 31, 1999, FEBRUARY 1, 1998 AND FEBRUARY 2, 1997
--------------------------------------------------------------------------------

                                              1999       1998       1997
                                            --------   --------   --------
     Equity in income of subsidiary         $  4,503   $  6,633   $  3,696

     Expenses:
       General and administrative                (70)        17         19
       Interest                                    -      3,974      4,473
                                            --------   --------   --------
                                                 (70)     3,991      4,492
                                            --------   --------   --------

     Income (loss) before provision for
       income taxes and extraordinary item     4,573      2,642       (796)

     Income tax provision (benefit)               27       (644)         -
                                            --------   --------   --------

     Income (loss) before
       extraordinary item                      4,546      3,286       (796)

     Extraordinary item                        1,735          -          -
                                            --------   --------   --------

     Net income (loss)                         4,546      5,021       (796)

     Effect of preferred stock
       reclassification                            -        756          -

     Amortization of discount on 14-1/4%
       junior cumulative preferred                 -        (38)       (49)

     Accrued dividends for
       preferred stockholders                      -       (369)      (342)
                                            --------   --------   --------

     Net income (loss) available for
       common shares                        $  4,546   $  5,370   $ (1,187)
                                            ========   ========   ========

     Basic income (loss) per share:
     Income (loss) before
       extraordinary item                   $    .50   $    .62  ($    .24)
     Extraordinary item                            -        .30          -
                                            --------   --------   --------
     Basic income (loss)                    $     50   $     92  ($    .24)
                                            ========   ========   ========

     Diluted income (loss) per share
     Income (loss) before
       extraordinary item                   $    .50   $    .62  ($    .24)
     Extraordinary item                            -        .29          -
                                            --------   --------   --------
     Diluted income (loss)                  $    .50   $    .91  ($    .24)
                                            ========   ========   ========

     See notes to Parent Company Only financial statements.


PAMIDA HOLDINGS CORPORATION
(PARENT COMPANY ONLY)
(DOLLAR AMOUNTS IN THOUSANDS)

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS - JANUARY 31, 1999 AND FEBRUARY 1, 1998
--------------------------------------------------------------------------------


     ASSETS                                                1999         1998
                                                         --------     --------
     Current assets:
       Refundable income taxes due from subsidiary       $  2,308     $  2,335
       Investment in subsidiary                           (46,395)     (50,898)
                                                         --------     --------
                                                         $(44,087)     (48,563)
                                                         ========     ========

     LIABILITIES AND STOCKHOLDERS' EQUITY

     Current liabilities:
       Other accrued expense                             $     13     $    160
       Payable to Pamida, Inc.                                403          516
                                                         --------     --------
            Total current liabilities                         416          676

     Other long-term liabilities                            3,036        3,036

     Stockholders' equity:
       Common stock, $.01 par value; 25,000,000
         shares authorized; 6,025,595 and 5,970,439
         shares issued and outstanding                         60           60
     Nonvoting common stock, $.01 par value; 4,000,000
         shares authorized; 3,050,473
         shares issued and outstanding                         30           30
       Additional paid-in capital                          30,776       30,586
                                                         --------     --------
       Accumulated deficit                                (78,405)     (82,951)
                                                         --------     --------
            Total stockholders' deficit                   (47,539)     (52,275)
                                                         --------     --------
                                                         $(44,087)    $(48,563)
                                                         =========    ========

See notes to Parent Company Only financial statements.

<TABLE>
<CAPTION>
PAMIDA HOLDINGS CORPORATION
(PARENT COMPANY ONLY)
(DOLLAR AMOUNTS IN THOUSANDS)

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------


    <S>                                             <C>      <C>         <C>          <C>          
                                                             Nonvoting   Additional
                                                    Common    Common      Paid-in     (Accumulated
                                                     Stock     Stock      Capital        Deficit)
                                                    ------   ---------   ----------   ------------
     Balance at January 28, 1996.................   $   50   $       -   $      968   $    (87,134)

     Net loss....................................        -           -            -           (796)
     Amortization of discount on 14-1/4%
       junior cumulative preferred...............        -           -            -            (49)
     Accrued dividends for preferred stockholders        -           -            -           (342)
                                                    ------   ---------   ----------   ------------
     Balance at February 2, 1997.................       50           -          968        (88,321)

     Net income                                          -           -            -          5,021
     Amortization of discount on 14-1/4%
       junior cumulative preferred...............        -           -            -            (38)
     Accrued dividends for preferred stockholders        -           -            -           (369)
     Reclassification of preferred stock into
       common stock..............................        3           -        1,811            756
     Payment of notes with common stock..........        7          30       20,236              -
     Gain on payment of notes held by Venture
       (net of tax)..............................        -           -        7,571              -
                                                    ------   ---------   ----------   ------------
     Balance at February 1, 1998.................       60          30       30,586        (82,951)

     Net income..................................        _           _            _          4,546
     Stock sold under incentive stock
       option plan..............................         -           -          190              -
     Balance at January 31, 1999................    $   60   $      30   $   30,776   $    (78,405)
                                                    ======   =========   ==========   ============

See notes to Parent Company Only financial statements.
</TABLE>

PAMIDA HOLDINGS CORPORATION
(PARENT COMPANY ONLY)
(DOLLAR AMOUNTS IN THOUSANDS)

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOWS
YEARS ENDED JANUARY 31, 1999, FEBRUARY 1, 1998 AND FEBRUARY 2, 1997
--------------------------------------------------------------------------------

                                                       1999     1998     1997
                                                      ------   ------   ------
     Cash flows from operating activities:
      Net income (loss) ...........................   $4,546   $5,021   $ (796)
                                                      ------   ------   ------
      Adjustments to reconcile  net income (loss) 
        to net cash from operating activities:
        Equity in income of subsidiary ............   (4,503)  (6,633)  (3,696)
        Noncash interest expense ..................        -    3,850    4,313
        Accretion of original issue
          debt discount ...........................        -      124      160

        Amortization of intangible assets .........        -        8       11
        Extraordinary item related to
          retirement of debt ......................        -   (1,735)       -
        (Increase) decrease in refundable
          income tax ..............................       27     (644)       -
        Increase (decrease) in operating
          liabilities .............................     (260)     659        8
                                                      ------   ------   ------
           Total adjustments ......................   (4,736)  (4,371)     796
                                                      ------   ------   ------
           Net cash from operating activities .....     (190)     650        -
                                                      ------   ------   ------

      Cash flows from financing activities:
       Fees related to payment of debt and
         reclassification of preferred stock ......        -     (650)       -
       Proceeds from sale of stock ................      190        -        -
                                                      ------   ------   ------
           Net cash from financing activities .....      190     (650)       -
                                                      ------   ------   ------

      Net change in cash ..........................        -        -        -

      Cash at beginning of year ...................        -        -        -
                                                      ------   ------   ------

      Cash at end of year .........................   $    -   $    -   $    -
                                                      ======   ======   ======

      SUPPLEMENTAL DISCLOSURE OF CASH FLOW
       INFORMATION:
         Cash paid during the year for interest ...   $    -   $    -   $    -

      SUPPLEMENTAL SCHEDULE OF NONCASH
       FINANCING ACTIVITY:
         Amortization of discount on junior
           cumulative preferred stock recorded
           as a direct charge to retained earnings    $    -   $   38   $   49

         Payment of interest in kind by
           increasing the principal
           amount of the notes ....................        -    3,561    4,141


See notes to Parent Company Only financial statements.



PAMIDA HOLDINGS CORPORATION
(PARENT COMPANY ONLY)
(DOLLAR AMOUNTS IN THOUSANDS)


SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


A.   The Condensed Financial  Statements include the Registrant only and reflect
     the equity  method of  accounting  for its  benefically  owned  subsidiary,
     Pamida, Inc.

B.   The registrant  files a consolidated  U.S.  federal tax return with Pamida,
     Inc.  The  Company has a tax  sharing  agreement  with  Pamida,  Inc.  that
     provides that taxes will be allocated  among the  companies  based upon the
     tax expense or benefit that was derived on a  consolidated  basis from each
     entity's  operations.  Income  tax  effects  included  in  these  financial
     statements  are  calculated  on a  stand-alone  basis for  Pamida  Holdings
     Corporation. Related to the Company's payment of debt with common stock and
     reclassification  of preferred  stock into common stock which was effective
     November 18, 1997, income tax expense  allocated to the extraordinary  item
     totaled  $379 and income tax  expense  charged  directly  to  stockholders'
     equity was $1,821.  These  amounts are net of a change in the  beginning of
     year valuation allowance of $1,659.


ITEM 9. CHANGES  IN  AND  DISAGREEMENTS  WITH   ACCOUNTANTS  ON  ACCOUNTING  AND
        FINANCIAL DISCLOSURE.

     None.

                                    PART III

     The information required by this Part III is incorporated by reference from
the  registrant's  definitive proxy statement for the 1999 annual meeting of the
registrant's  stockholders  to be held  on May  20,  1999,  which  involves  the
election of directors.  Such  definitive  proxy statement will be filed with the
Securities and Exchange  Commission not later than 120 days after the end of the
fiscal  year  covered by this Form 10-K.  However,  information  concerning  the
registrant's executive officers will be omitted from such proxy statement and is
furnished in a separate item captioned  "Executive  Officers of the  Registrant"
included in Part I of this Form 10-K.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

     (a)  The  following  documents are filed as a part of this report in Item 8
          of Part II:

     1. FINANCIAL STATEMENTS.

     Pamida Holdings Corporation and Subsidiary

       -    Independent Auditors' Report

       -    Consolidated  Statements of  Operations  for the Years Ended January
            31, 1999, February 1, 1998 and January 2, 1997

       -    Consolidated Balance Sheets at January 31, 1999 and February 1, 1998

       -    Consolidated  Statements of Stockholders' Equity for the Years Ended
            January 31, 1999, February 1, 1998, and February 2, 1997

       -    Consolidated  Statements  of Cash Flows for the Years Ended  January
            31, 1999, February 1, 1998 and February 2, 1997

       -    Notes to  Consolidated  Financial  Statements  for the  Years  Ended
            January 31, 1999, February 1, 1998 and February 2, 1997

     2. FINANCIAL STATEMENT SCHEDULES.

       -    Independent Auditors' Report on Schedule I

       -    Schedule I - Condensed Financial Information of Registrant

All  other  schedules  of the  registrant  for  which  provision  is made in the
applicable accounting  regulations of the Securities and Exchange Commission are
not  required  under the related  instructions,  are  inapplicable  or have been
disclosed in the Notes to Consolidated Financial Statements and, therefore, have
been omitted.

     3. EXHIBITS.

(11) 3.1 -  Restated Certificate of Incorporation of Pamida Holdings Corporation
            (March 12, 1998).

(2)  3.2 -  Revised By-Laws of Pamida Holdings Corporation.

(2)  4.1 -  Form  of  certificate   representing  shares  of the Common Stock of
            Pamida Holdings Corporation.

(5)  4.2 -  Indenture  dated as of March 15, 1993, among Pamida, Inc. as Issuer,
            Pamida  Holdings  Corporation  as  Guarantor,  and State Street Bank
            and Trust Company as Trustee relating to 11 3/4% Senior Subordinated
            Notes due 2003 of Pamida, Inc.

(5)  4.3 -  Specimen  form  of 11 3/4%  Senior  Subordinated  Note  due  2003 of
            Pamida, Inc.

(3) 10.1 -  Form  of   Indemnification    Agreement   between  Pamida   Holdings
            Corporation and its officers and directors.

(4) 10.2 -  Tax-Sharing   Agreement  dated  as   of  February 2,  1992,   among
            Pamida Holdings Corporation, Pamida, Inc., Seaway Importing Company,
            and Pamida Transportation Company.

(6) 10.3 -  Pamida Holdings Corporation 1992 Stock Option Plan.

(8) 10.4 -  Employment Agreement  dated  September  22,  1995,   among    Pamida
            Holdings Corporation, Pamida, Inc. and Steven S. Fishman.

(9) 10.5 -  Amendment  No. 1 to  Employment  Agreement  among  Pamida   Holdings
            Corporation, Pamida, Inc., and Steven S.  Fishman  dated  August 29,
            1996 (amends Exhibit 10.4).

(10)10.6 -  Amendment No. 2  to  Employment   Agreement  among  Pamida  Holdings
            Corporation, Pamida, Inc., and Steven S. Fishman dated March 6, 1997
            (amends Exhibit 10.4).

(11)10.7 -  Amendment  No. 3 to  Employment   Agreement  among  Pamida  Holdings
            Corporation, Pamida, Inc., and Steven S. Fishman dated May 22,  1997
            (amends Exhibit 10.4).

(11)10.8 -  Amendment No. 4  to  Employment   Agreement  among  Pamida  Holdings
            Corporation, Pamida Inc., and Steven S. Fishman  dated March 5, 1998
            (amends Exhibit 10.4).

(7) 10.9 -  Pamida, Inc. 1995 Deferred Compensation Plan.

(10)10.10-  Employment  Agreement   dated as  of  March 6,  1997,  among  Pamida
            Holdings Corporation, Pamida, Inc., and Frank A. Washburn.

(11)10.11-  Amendment No. 1 to  Employment   Agreement   among  Pamida  Holdings
            Corporation,  Pamida,  Inc.,       and   Frank  A.   Washburn  dated
            March 5, 1998 (amends Exhibit 10.10).

(10)10.12-  Employment  Agreement  dated  as  of  March  6, 1997,  among  Pamida
            Holdings  Corporation,  Pamida,     Inc., and George R. Mihalko.

(11)10.13-  Amendment  No.1  to  Employment   Agreement  among  Pamida  Holdings
            Corporation,  Pamida, Inc., and George R. Mihalkodated March 5, 1998
            (amends Exhibit 10.12).

(10)10.14-  Long-Term Incentive  Award  Agreement  dated as  of  March 6,  1997,
            between Pamida,  Inc., and  Steven S. Fishman.

(10)10.15-  Long-Term  Incentive  Award  Agreement dated as  of  March 6,  1997,
            between  Pamida, Inc.,  and   Frank A. Washburn.

(10)10.16-  Long-Term   Incentive  Award  Agreement dated as  of  March 6, 1997,
            between Pamida, Inc.,  and George R. Mihalko.

(12)10.17-  Amended  and  Restated  Loan and  Security  Agreement  by and  among
            Congress Financial Corporation  (Southwest) and BankAmerica Business
            Credit,   Inc.,   as   Lenders,   Congress   Financial   Corporation
            (Southwest),  as Agent  for  Lenders,  and  Pamida,  Inc and  Seaway
            Importing Company, as Borrowers, dated July 2, 1998.

(12)10.18-  Reaffirmation of Guarantee and Security Agreement by Pamida Holdings
            Corporation  dated July 2, 1998, and original  Guarantee of Holdings
            Corporation dated March 30, 1993 (relates to Exhibit 10.17)

(13)10.19-  Pamida Holdings Corporation 1998 Stock Incentive Plan.

    10.20-  Amendment No. 6  to  Employment   Agreement  among  Pamida  Holdings
            Corporation,  Pamida,  Inc.,  and Steven  S. Fishman dated March 25,
            1999 (amends Exhibit 10.4).

    10.21-  Amendment No. 2  to  Employment   Agreement  among  Pamida  Holdings
            Corporation, Pamida, Inc.,  and Frank A.  Washburn  dated  March 25,
            1999 (amends Exhibit 10.10).

    10.22-  Amendment No. 3  to  Employment   Agreement  among  Pamida  Holdings
            Corporation, Pamida, Inc.,  and George R.  Mihalko  dated  March 25,
            1999 (amends Exhibit 10.12).

    10.23-  Retention Bonus Agreement between Pamida, Inc. and Steven S. Fishman
            dated April 2, 1999.

    10.24-  Retention Bonus Agreement between Pamida, Inc. and Frank A. Washburn
            dated April 2, 1999.

    10.25-  Retention Bonus Agreement between Pamida, Inc. and George R. Mihalko
            dated April 2, 1999.

(1) 22.1 -  Subsidiary of Pamida Holdings Corporation.

    23.1 -  Consent of Deloitte & Touche LLP.

    24.1 -  Powers of Attorney

    27.1 -  Financial Data Schedule (EDGAR filing only)

-------------------------

(1)  Previously filed as an exhibit to Registration Statement of Pamida Holdings
     Corporation on Form S-1 (Registration No. 33-35324) and incorporated herein
     by this reference.

(2)  Previously  filed as an  exhibit  to Form 10-Q  Quarterly  Report of Pamida
     Holdings   Corporation   for  the  period  ended  October  28,  1990,   and
     incorporated herein by this reference.

(3)  Previously  filed as an  exhibit  to Form  10-K  Annual  Report  of  Pamida
     Holdings  Corporation  for the fiscal  year  ended  February  3, 1991,  and
     incorporated herein by this reference.

(4)  Previously  filed as an exhibit to Registration  Statement of Pamida,  Inc.
     and Pamida Holdings Corporation on Form S-1 (Registration No. 33-57990) and
     incorporated herein by this reference.

(5)  Previously  filed as an  exhibit  to Form 10-Q  Quarterly  Report of Pamida
     Holdings  Corporation  for the period ended May 2, 1993,  and  incorporated
     herein by this reference.

(6)  Previously  filed as an  exhibit  to Form 10-Q  Quarterly  Report of Pamida
     Holdings  Corporation for the period ended August 1, 1993, and incorporated
     herein by this reference.

(7)  Previously  filed as an  exhibit  to Form  10-K  Annual  Report  of  Pamida
     Holdings  Corporation  for the fiscal  year ended  January  29,  1995,  and
     incorporated herein by this reference.

(8)  Previously  filed as an  exhibit  to Form 10-Q  Quarterly  Report of Pamida
     Holdings   Corporation   for  the  period  ended  October  29,  1995,   and
     incorporated herein by this reference.

(9)  Previously  filed as an  exhibit  to Form 10-Q  Quarterly  Report of Pamida
     Holdings   Corporation   for  the  period  ended  October  27,  1996,   and
     incorporated herein by this reference.

(10) Previously  filed as an  exhibit  to Form  10-K  Annual  Report  of  Pamida
     Holdings  Corporation  for the fiscal  year  ended  February  2, 1997,  and
     incorporated herein by this reference.

(11) Previously  filed as an  exhibit  to Form  10-K  Annual  Report  of  Pamida
     Holdings  Corporation  for the fiscal  year  ended  February  1, 1998,  and
     incorporated herein by this reference.

(12) Previously  filed as an  exhibit  to Form 10-Q  Quarterly  Report of Pamida
     Holdings  Corporation for the period ended August 2, 1998, and incorporated
     herein by this reference.

(13) Previously  filed as an  exhibit  to Form 10-Q  Quarterly  Report of Pamida
     Holdings   Corporation   for  the  period  ended   November  1,  1998,  and
     incorporated herein by this reference.

                                      * * *

     (b)  No  reports  on Form 8-K were  filed  during  the last  quarter of the
          period covered by this report.


                                   SIGNATURES

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

Date:  April 20, 1999                   PAMIDA HOLDINGS CORPORATION

                                        By: /S/Steven S. Fishman
                                           Steven S. Fishman, Chairman
                                           of the Board, President, and
                                           Chief Executive Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


/S/ STEVEN S. FISHMAN              Chairman of the Board,        April 20, 1999
------------------------           President, Chief Executive
Steven S. Fishman                  Officer and Director


/S/ GEORGE R. MIHALKO              Senior Vice President,        April 20, 1999
------------------------           Chief Financial Officer
George R. Mihalko                  and Treasurer


/S/ TODD D. WEYHRICH               Vice President, Controller    April 20, 1999
-----------------------            and Principal Accounting
Todd D. Weyhrich                   Officer


/S/ FRANK A. WASHBURN              Director                      April 20, 1999
-----------------------------
Frank A. Washburn

        *
_______________________            Director                      April 20, 1999
L. David Callaway, III

        *
_______________________            Director                      April 20, 1999
Stuyvesant P. Comfort

        *
_______________________            Director                      April 20, 1999
M. Saleem Muqaddam

        *
_______________________            Director                      April 20, 1999
Peter J. Sodini


* By:/S/ GEORGE R. MIHALKO
     George R. Mihalko,
     Attorney-in-Fact



                           PAMIDA HOLDINGS CORPORATION
                          FORM 10-K -- FEBRUARY 1, 1998
                                 EXHIBIT INDEX


Exhibit#       Description
---------------=================================================================
(11)  3.1      Restated   Certificate  of   Incorporation  of  Pamida   Holdings
               Corporation (March 12, 1998).
---------------=================================================================
(2)   3.2      Revised By-Laws of Pamida Holdings Corporation.
---------------=================================================================
(2)   4.1      Form of certificate  representing shares of the Common   Stock of
               Pamida Holdings Corporation.
---------------=================================================================
(5)   4.2      Indenture dated as  of March 15,  1993,  among  Pamida,  Inc.  as
               Issuer,  Pamida   Holdings  Corporation  as Guarantor,  and State
               Street Bank and Trust  Company  as  Trustee  relating to  11 3/4%
               Senior Subordinated Notes due 2003 of Pamida, Inc.
---------------=================================================================
(5)   4.3      Specimen form of 11 3/4% Senior  Subordinated  Note  due  2003 of
               Pamida, Inc.
---------------=================================================================
(3)  10.1      Form  of  Indemnification   Agreement  between  Pamida   Holdings
               Corporation and its officers and directors.
---------------=================================================================
(4)  10.2      Tax-Sharing  Agreement dated as of February 2, 1992, among Pamida
                Holdings  Corporation,  Pamida, Inc., Seaway Importing  Company,
               and Pamida  Transportation Company.
---------------=================================================================
(6)  10.3      Pamida Holdings Corporation 1992 Stock Option Plan.
---------------=================================================================
(8)  10.4      Employment   Agreement dated  September  22, 1995,  among  Pamida
               Holdings  Corporation,  Pamida, Inc. and Steven  S. Fishman.
---------------=================================================================
(9)  10.5      Amendment No. 1 to Employment  Agreement  among Pamida   Holdings
               Corporation, Pamida, Inc., and Steven S. Fishman dated August 29,
               1996 (amends Exhibit 10.4).
---------------=================================================================
(10) 10.6      Amendment No. 2 to Employment  Agreement  among Pamida   Holdings
               Corporation,  Pamida,  Inc., and Steven S. Fishman dated March 6,
               1997 (amends Exhibit 10.4).
---------------=================================================================
(11) 10.7      Amendment No. 3 to Employment  Agreement  among Pamida   Holdings
               Corporation,  Pamida,  Inc.,  and Steven S. Fishman dated May 22,
               1997 (amends Exhibit 10.4).
---------------=================================================================
(11) 10.8      Amendment No. 4 to Employment  Agreement  among Pamida   Holdings
               Corporation, Pamida  Inc., and  Steven  S. Fishman dated March 5,
               1998 (amends Exhibit 10.4).
---------------=================================================================
(7)  10.9      Pamida, Inc. 1995 Deferred Compensation Plan.
---------------=================================================================
(10) 10.10     Employment  Agreement  dated  as of  March 6, 1997, among  Pamida
               Holdings  Corporation,  Pamida, Inc., and Frank A. Washburn.
---------------=================================================================
(11) 10.11     Amendment No. 1 to Employment  Agreement  among Pamida   Holdings
               Corporation, Pamida,  Inc., and Frank  A. Washburn dated March 5,
               1998 (amends Exhibit 10.10).
---------------=================================================================
(10) 10.12     Employment Agreement   dated as  of  March 6, 1997, among  Pamida
               Holdings Corporation, Pamida, Inc., and  George R. Mihalko.
----------------================================================================
(11) 10.13     Amendment No. 1 to Employment  Agreement  among Pamida   Holdings
               Corporation, Pamida, Inc., and George R.   Mihalko dated March 5,
               1998 (amends Exhibit 10.12).
----------------================================================================
(10) 10.14     Long-Term Incentive Award Agreement dated as of    March 6, 1997,
               between Pamida, Inc., and Steven S. Fishman.
----------------================================================================
(10) 10.15     Long-Term Incentive Award Agreement dated as of    March 6, 1997,
               between Pamida, Inc., and Frank A. Washburn.
----------------================================================================
(10) 10.16     Long-Term Incentive Award Agreement dated as of    March 6, 1997,
               between Pamida, Inc., and George R. Mihalko.
----------------================================================================
(12) 10.1 7    Amended and Restated Loan and  Security  Agreement  by  and among
               Congress  Financial  Corporation   (Southwest)  and   BankAmerica
               Business Credit, Inc., as Lenders, Congress Financial Corporation
               (Southwest), as Agent for  Lenders, and  Pamida, Inc. and  Seaway
               Importing Company, as Borrowers, dated July 2, 1998.
----------------================================================================
(12) 10.18     Reaffirmation of  Guarantee  and  Security  Agreement  by  Pamida
               Holdings Corporation dated July 2, 1998, and   original Guarantee
               of  Holdings  Corporation   dated   March  30,  1993  (relates to
               Exhibit 10.17).
----------------================================================================
(13) 10.19     Pamida Holdings Corporation 1998 Stock Incentive Plan.
----------------================================================================
     10.20     Amendment No., 6 to Employment Agreement  among  Pamida  Holdings
               Corporation, Pamida, Inc., and  Steven S. Fishman dated March 25,
               1999 (amends Exhibit 10.4).
----------------================================================================
     10.21     Amendment No. 2 to Employment  Agreement  among  Pamida  Holdings
               Corporation, Pamida, Inc., and Frank A.  Washburn dated March 25,
               1999 (amends Exhibit 10.10).
----------------================================================================
     10.22     Amendment No. 3 to Employment Agreement  among  Pamida   Holdings
               Corporation, Pamida, Inc., and George R.  Mihalko dated March 25,
               1999 (amends Exhibit 10.12).
----------------================================================================
     10.23     Retention  Bonus  Agreement  between  Pamida, Inc. and  Steven S.
               Fishman dated April 2, 1999.
----------------================================================================
     10.24     Retention  Bonus  Agreement   between  Pamida,  Inc. and Frank A.
               Washburn dated April 2, 1999.
----------------================================================================
     10.25     Retention  Bonus  Agreement   between Pamida,  Inc. and George R.
               Mihalko dated April 2, 1999.
----------------================================================================
(1)  22.1      Subsidiary of Pamida Holdings Corporation.
----------------================================================================
     23.1      Consent of Deloitte & Touche LLP.
----------------================================================================
     24.1      Powers of Attorney
----------------================================================================
     27.1      Financial Data Schedule (EDGAR filing only).
----------------================================================================

-------------------------

(1)  Previously filed as an exhibit to Registration Statement of Pamida Holdings
     Corporation on Form S-1 (Registration No. 33-35324) and incorporated herein
     by this reference.

(2)  Previously  filed as an  exhibit  to Form 10-Q  Quarterly  Report of Pamida
     Holdings   Corporation   for  the  period  ended  October  28,  1990,   and
     incorporated herein by this reference.

(3)  Previously filed as an exhibit to Registration Statement of Pamida, Inc. on
     Form S-l  (Registration  No.  33-10980)  and  incorporated  herein  by this
     reference.

(4)  Previously  filed as an  exhibit  to Form  10-K  Annual  Report  of  Pamida
     Holdings  Corporation  for the fiscal  year  ended  February  3, 1991,  and
     incorporated herein by this reference.

(5)  Previously  filed as an exhibit to Registration  Statement of Pamida,  Inc.
     and Pamida Holdings Corporation on Form S-1 (Registration No. 33-57990) and
     incorporated herein by this reference.

(6)  Previously  filed as an  exhibit  to Form 10-Q  Quarterly  Report of Pamida
     Holdings  Corporation  for the period ended May 2, 1993,  and  incorporated
     herein by this reference.

(7)  Previously  filed as an  exhibit  to Form 10-Q  Quarterly  Report of Pamida
     Holdings  Corporation for the period ended August 1, 1993, and incorporated
     herein by this reference.

(8)  Previously  filed as an  exhibit  to Form  10-K  Annual  Report  of  Pamida
     Holdings  Corporation  for the fiscal  year ended  January  29,  1995,  and
     incorporated herein by this reference.

(9)  Previously  filed as an  exhibit  to Form 10-Q  Quarterly  Report of Pamida
     Holdings   Corporation   for  the  period  ended  October  29,  1995,   and
     incorporated herein by this reference.

(10) Previously  filed as an  exhibit  to Form  10-K  Annual  Report  of  Pamida
     Holdings  Corporation  for the fiscal  year ended  January  28,  1996,  and
     incorporated herein by this reference.

(11) Previously  filed as an  exhibit  to Form 10-Q  Quarterly  Report of Pamida
     Holdings   Corporation   for  the  period  ended  October  27,  1996,   and
     incorporated herein by this reference.

(12) Previously  filed as an  exhibit  to Form  10-K  Annual  Report  of  Pamida
     Holdings  Corporation  for the fiscal  year  ended  February  2, 1997,  and
     incorporated herein by this reference.

(13) Previously  filed  as an  exhibit  to Form 8-K  Current  Report  of  Pamida
     Holdings  Corporation  (Date of  Report:  July 22,  1997) and  incorporated
     herein by this reference.

(14) Previously  filed as an  exhibit  to Form 10-Q  Quarterly  Report of Pamida
     Holdings  Corporation  for the period ended May 4, 1997,  and  incorporated
     herein by this reference.