<PAGE>                       UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON D.C.  20549

                               FORM 10-Q

     [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended October 19, 1996

                                   or

     [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from  N/A

                       Commission File No.  1-6068


                       RINI-REGO SUPERMARKETS, INC.
          (Exact name of Registrant as specified in its charter)


                   Ohio                         34-0222970
     (State or other jurisdiction of          (IRS Employer
      incorporation or organization)        Identification No.)


             5300 Richmond Road, Bedford Heights, Ohio  44146
                 (Address of principal executive offices)


Registrant's telephone number, including area code: (216) 292-7000


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 12, 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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                                                  Outstanding at
                                                 November 15, 1996

     Class A Common Stock, No Par Value              3,536,577
    <PAGE>
<PAGE>

                    PART I.  FINANCIAL INFORMATION


 Item 1.   Financial Statements



              RINI-REGO SUPERMARKETS, INC. AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED BALANCE SHEETS 
                         (In thousands of dollars)
<TABLE>
<CAPTION>
                                        10/19/96       6/29/96
                                      ------------  ------------
          ASSETS                       (unaudited)
<S>
CURRENT ASSETS:                        <C>           <C>
  Cash and cash equivalents            $   3,471     $   3,541
  Trade accounts receivable, net          33,581        36,903
  Inventories                             78,210        72,406
  Deferred income taxes                    9,066         9,066
  Prepaid expenses                         2,490         4,613
                                      ------------  ------------
    Total current assets                 126,818       126,529

PROPERTY, EQUIPMENT AND
  CAPITAL LEASES:                        211,340       203,762
    Less-Allowances for
      depreciation, amortization
      and loss on disposal of
      fixed assets                        84,559        79,762
                                      ------------  ------------
                                         126,781       124,000

OTHER ASSETS:
  Notes receivable                         4,540         4,784
  Deferred income taxes                    4,947         4,947
  Other                                    1,927         2,088
                                      ------------  ------------
    Total other assets                    11,414        11,819
                                      ------------  ------------
TOTAL ASSETS                          $  265,013    $  262,348
                                      ============  ============

</TABLE>

        The accompanying Notes to Consolidated Condensed Financial 
           Statements are an integral part of these statements.
<PAGE>
<PAGE>



                                              10/19/96     6/29/96
                                             ----------  ----------
                                             (unaudited)

     LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S>
CURRENT LIABILITIES:                         <C>         <C>
  Accounts payable                           $  62,971   $  59,433
  Accrued expenses                              39,705      41,790
  Current portion of long-term liabilities      10,345      10,352
                                             ----------  ----------
    Total current liabilities                  113,021     111,575

LONG-TERM LIABILITIES:
  Debt                                          31,170      32,514
  Capital lease obligations                      5,084       5,531
  Self insurance reserves                       12,814      12,595
                                             ----------  ----------
    Total long-term liabilities                 49,068      50,640

OTHER LIABILITIES                                8,445      10,191

STOCKHOLDERS' EQUITY:
  Class A Common Stock--7,182,587 and
    7,174,787 shares outstanding at 
    10/19/96 and 6/29/96, respectively              72          72
  Class B Common Stock--955,613 shares
    outstanding                                     10          10
  Paid-in capital                               36,201      36,138
  Retained earnings                             58,196      53,722
                                             ----------  ----------
    Total stockholders' equity                  94,479      89,942
                                             ----------  ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 265,013   $ 262,348
                                             ==========  ==========





</TABLE>



        The accompanying Notes to Consolidated Condensed Financial
           Statements are an integral part of these statements.
<PAGE>
<PAGE>


               RINI-REGO SUPERMARKETS, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF INCOME
        (In thousands of dollars, except share and per share data)
                                (unaudited)
<TABLE>
<CAPTION>
                                        Sixteen Weeks Ended
                                    10/19/96          10/21/95
                                  ------------      ------------
<S>                               <C>               <C>
NET SALES                         $   404,603       $   377,387

COST OF GOODS SOLD                    326,113           302,627
                                  ------------      ------------
   Gross profit                        78,490            74,760

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSE               68,923            67,742
                                  ------------      ------------
   Operating income                     9,567             7,018

INTEREST EXPENSE                       (1,451)           (2,128)
INTEREST INCOME                           154               402
                                  ------------      ------------
INCOME BEFORE INCOME TAXES              8,270             5,292

PROVISION FOR INCOME TAXES              3,308             2,170
                                  ------------      ------------
NET INCOME                              4,962             3,122

LESS PREFERRED STOCK DIVIDENDS           -                   11
                                  ------------      ------------
NET INCOME FOR COMMON
  STOCKHOLDERS                    $     4,962       $     3,111
                                  ============      ============

NET INCOME PER COMMON SHARE       $       .61       $       .38
                                  ============      ============

DIVIDENDS PER COMMON SHARE        $       .06       $       .05
                                  ============      ============

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                8,132,584         8,081,650
                                  ============      ============
</TABLE>

        The accompanying Notes to Consolidated Condensed Financial
           Statements are an integral part of these statements.
<PAGE>
<PAGE>
               RINI-REGO SUPERMARKETS, INC. AND SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                         (In thousands of dollars)
                                (unaudited)
<TABLE>
<CAPTION>
                                          Sixteen Weeks Ended

                                     10/19/96          10/21/95
                                   ------------      ------------
<S>
CASH FLOWS FROM 
 OPERATING ACTIVITIES:             <C>               <C>
  Net income                       $     4,962       $     3,122
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
      Depreciation and amortization      5,605             5,489
      Changes in assets and
        liabilities                        (70)           (8,149)
                                   ------------      ------------
    Net cash provided by
      operating activities              10,497               462

CASH FLOWS FROM
 INVESTING ACTIVITIES:
  Purchases of fixed assets             (8,372)          (10,022)
  Proceeds from sale of fixed
    assets                                  89                31
                                   ------------      ------------
    Net cash used for investing
      activities                        (8,283)           (9,991)
                                   ------------      ------------
CASH FLOWS FROM
 FINANCING ACTIVITIES:
  Borrowings under revolving
    lines of credit                     30,160           257,783
  Repayments of revolving lines
    of credit                          (30,160)         (248,345)
  Additional borrowings                   -                1,573
  Debt repayments                       (1,413)           (1,191)
  Repayments of capital lease
    obligations                           (446)             (443)
  Stock options exercised                   63                13
  Common stock dividends                  (488)             (404)
  Preferred stock dividends                 -                (11)
                                   ------------      ------------
    Net cash (used for) provided by
      financing activities              (2,284)            8,975
                                   ------------      ------------

</TABLE>
<PAGE>
<PAGE>


                                         Sixteen Weeks Ended
                                     10/19/96          10/21/95
                                   ------------      ------------
<TABLE>
<CAPTION>
<S>                                <C>               <C>
NET DECREASE IN CASH
  AND CASH EQUIVALENTS                    ( 70)             (554)

CASH AND CASH EQUIVALENTS, AT
  BEGINNING OF PERIOD                    3,541             4,075
                                   ------------      ------------
CASH AND CASH EQUIVALENTS, AT
  END OF PERIOD                    $     3,471       $     3,521
                                   ============      ============
SUPPLEMENTAL DATA:
  Interest Paid                    $       667       $     1,526
                                   ============      ============
  Income Taxes Paid                $       710       $     4,279
                                   ============      ============
























</TABLE>



        The accompanying Notes to Consolidated Condensed Financial
           Statements are an integral part of these statements.
 <PAGE>
<PAGE>
               RINI-REGO SUPERMARKETS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             OCTOBER 19, 1996


(1)  Basis of Presentation:

     The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with the instructions
to Form 10-Q and therefore do not include all information and
footnotes necessary for a fair presentation of financial position,
results of operations and cash flows in conformity with generally
accepted accounting principles.  The results of operations for the
sixteen weeks ended October 19, 1996 are not necessarily indicative
of the results for the fiscal year ending June 28, 1997.  In the
opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments necessary
for a fair presentation of the financial position at the dates
indicated and of the results of operations for the interim periods
presented.

     Rini-Rego Supermarkets, Inc. (RRS or the Company), formerly
known as Fisher Foods, Inc. (Fisher), is a subsidiary of Riser
Foods, Inc. (Riser).  The accompanying financial statements of the
Company are presented on the "push down accounting" basis, for
financial reporting purposes only, with the equity section of the
accompanying balance sheet reflecting the equity of Riser.  The
separate financial statements of the Company would reflect the
following stockholder equity amounts (in thousands):
<TABLE>
<CAPTION>
                                     10/19/96       6/29/96
                                    ----------    ----------
     <S>                            <C>           <C>
     Preferred Stock                $   1,811     $  1,811
     Common Stock                       1,403        1,403
     Paid-in Capital                   22,714       22,714
     Retained Earnings                 70,333       65,371
                                    ----------    ----------
                                    $  96,261     $ 91,299
                                    ==========    ==========
</TABLE>
(2)  Debt:

     The Company's bank credit facilities (the Facilities) provide
for revolving lines of credit and letters of credit up to an
aggregate of $67.0 million and a term loan which currently has $6.0
million outstanding.  Available unused borrowing capacity under the
Facilities at October 19, 1996 was approximately $54.7 million.

<PAGE>
<PAGE>

(3)  Changes in Equity:

     Riser's Board of Directors unanimously approved the redemption
of the Company's Series A Preferred Stock on June 9,
1995.  The outstanding shares of preferred stock were redeemed on
July 28, 1995 at a redemption price of $105 per share plus
accumulated dividends.  Riser redeemed 18,044 shares at a total
redemption price of $1,894,620 plus accumulated dividends of
$11,007.

     The declaration and payment of dividends is subject to the
discretion of Riser's Board of Directors, and there can be no
assurance that dividends will be paid in the future.  Riser paid
dividends on its Common Stock totalling $581,390 (of which
$93,218 was paid to the Company) in 1997 and $481,757 (of which
$77,682 was paid to the Company) in 1996.

     Riser has a Stock Incentive Plan (The Plan) which provides for
both qualified and non-qualified stock options, as well as stock
appreciation rights and restricted stock grants for employees,
officers and directors of Riser.  Stock options must be issued at
not less than the fair value of the Class A Common Stock at the
date of grant and are exercisable for up to ten years from the date
of grant.  The options outstanding under the plan are exercisable
at option prices ranging from $7.25 to $23.63 per share.  Options
for 7,800 and 1,800 shares of Class A Common Stock were exercised
at prices ranging from $7.31 to $10.31 per share during the first
quarter of fiscal 1997 and 1996, respectively.  

     On August 19, 1996, Riser granted options to several key
employees to purchase 52,100 shares of Class A Common Stock (The
1997 Options) under the Plan.  The exercise price of the 1997
options is $23.63 per share of Class A Common Stock, which
approximated fair market value at the date of grant.  The 1997
Options are not exercisable until August 19, 1998 (except in
certain limited instances) and will expire on August 19, 2006 if
not exercised.  The 1997 Options are non-qualified options for
Federal Income Tax purposes and the Company recorded no expense
associated with this grant.<PAGE>
<PAGE>
Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

Results of Operations

     The following table sets forth items from the Company's
Consolidated Condensed Statements of Income as a percentage of net
sales:
<TABLE>
<CAPTION>                               Sixteen Weeks Ended
                                    10/19/96          10/21/95 
                                  -----------       -----------
     <S>                          <C>               <C>
     Net sales                        100.00            100.00
     Cost of goods sold                80.60             80.19
                                  -----------       -----------
     Gross profit                      19.40             19.81
     Selling, general and
       administrative expense          17.04             17.95
                                  -----------       -----------
     Operating income                   2.36              1.86
     Interest expense                   (.36)             (.56)
     Interest income                     .04               .10
                                  -----------       -----------
     Income before income taxes         2.04              1.40
     Income taxes                        .81               .57
                                  -----------       -----------
     Net income                         1.23               .83
                                  ===========       ===========
</TABLE>
     The results of operations for the sixteen-week quarter ended
October 19, 1996 continue to reflect successful implementation of
strategic initiatives designed to improve operating performance and
counter competitive and economic pressures.  The food distribution
industry has encountered little or no top line price inflation
between years while operating costs, particularly labor and
occupancy, have contractually risen.  Overall industry sales and
operating margins have been challenged by continued competition
from non-traditional sources, such as convenience stores and
national mass merchandising chains.
<PAGE>
<PAGE>

Net Sales

     In the first quarter of fiscal 1997, net sales increased 7.21%
to $404.6 million from $377.4 million in fiscal 1996.  This trend
of sales increases over those of the prior year is the result of
strategic initiatives to remodel, reposition and enlarge Company-
operated retail stores, aggressive merchandising in Company-
operated stores, expansion of the product lines offered to the
Company's independently-operated wholesale customers, sales to
new wholesale customers and a continued favorable economic climate
in the Company's primary market area.

     The Company's strategic initiatives to remodel and reposition
Company-operated retail stores have resulted in the consolidation
and enlargement of certain Company-operated retail stores.  The
following table details the number, format and square footage of
Company-operated retail stores between years:
<TABLE>
<CAPTION>

                                       1997               1996
                                   -----------        -----------
     <S>                           <C>                <C>
     Beginning of year                  37                 38
     Opened                              2                 --
     Closed                             (2)                --

                                   -----------        -----------
     End of first quarter               37                 38
                                   ===========        ===========
     Store Formats:
       Rini-Rego Stop-N-Shop            30                 33
       Rini-Rego Marketplace             7                  5

     Square footage:
       Total - end of quarter      1,848,700          1,838,300
       Average store size
         (37 stores operating         49,965             47,905
          in both years only)
</TABLE>
     Sales in Company-operated retail stores increased 3.10% over
the prior year as same store sales increases of 2.44% and the
opening of two larger replacement stores more than offset sales
losses resulting from one less Company-operated retail store. 
Including the sales of the two replacement stores in fiscal 1997
and the stores they replaced in fiscal 1996, sales for the 37
stores servicing the same communities between years increased
4.54%.  This continues a trend of same store sales increases which
<PAGE>
<PAGE>
began in the fourth quarter of fiscal 1994.  The increase in same
store sales is attributed to the Company's retail remodeling and
repositioning programs, aggressive merchandising which included the
introduction of its Preferred Shoppers Club and a favorable
economic climate.  The rate of same store sales increases has
slowed during the last three quarters as Company-operated retail
stores have cycled against prior year remodeling projects and the
timing of new store expansion projects fell late in the first
quarter of fiscal 1997.

     The Company's retail remodeling and repositioning initiatives,
where certain non-core stores were closed and certain core stores
were remodeled, expanded or consolidated into larger retail
facilities, has proven successful, yielding continued sales growth
and improved operating leverage. Since the first quarter of 1994,
the Company has constructed or converted seven former Rini-Rego
Stop-N-Shop stores to its Marketplace format.  The Marketplace
stores are larger, averaging approximately 65,000 square feet,
and meet the consumer's basic grocery needs while offering an
expanded product line, with emphasis on high quality perishable
departments and a variety of full service, consumer-oriented
departments.

     Through the Association of Stop-N-Shop Supermarkets, a
northeast Ohio advertising cooperative which includes all
Company-operated retail stores, the Company offers its customers
the Preferred Shoppers Club.  Participating shoppers receive a
Preferred Shoppers Club card which entitles them to extra discounts
below normal sales prices and other incentives.  This program was
the first of its kind in northeast Ohio and allows the Company to
offer its customers greater value and will ultimately enhance the
Company's ability to meet customer purchasing requirements and
preferences.  The success of this program has increased sales in
Company-operated retail stores and proven a valuable merchandising
tool to combat competitive pressures from both traditional and
non-traditional grocery retailers.

     The Company's primary competitor introduced a frequent
shoppers card in March 1996.  The introduction of the competitor's
card lessened the effect of the Company's Preferred Shoppers Card
somewhat but has not had a significant negative impact on sales in
Company-operated retail stores.  However, the Company believes it
is still too early to assess the full impact of the competitor's
card program.

     The Company expects its trend of same store sales increases to
continue at levels realized during the second half of fiscal 1996
and first quarter of fiscal 1997.  The Company will continue its
plans to remodel core stores by focusing on Marketplace store
<PAGE>
<PAGE>
formats where demographics so dictate and continue to aggressively
merchandise through its Preferred Shoppers Club to augment existing
store sales.

     Net sales to independently-operated retail stores through
Company distribution facilities increased 11.91% during the first
quarter of fiscal 1997.  Sales to independently-operated retail
stores have benefited from strategic initiatives targeting the
expansion of the Company's primary wholesale distribution territory
and expansion of the Company's product lines.  Sales to
independently-operated retail stores in the first quarter of fiscal
1997 increased principally because of expanded product offerings to
the 102 PharMor and 163 Hills stores serviced by the Company which
are primarily located in the eastern third of the United States.  

     As a percentage of net sales, gross profit decreased from
19.81% in the first quarter of fiscal 1996 to 19.40% in fiscal
1997.  This decline in the gross profit as a percentage of net
sales is principally a function of shifting sales mix between
years.  Sales to independently-operated retail stores carry a lower
gross profit percentage than sales in Company-operated retail
stores.  As such, a shift in the mix of these sales impacts overall
gross profit percentages.  Sales generated in Company-operated
retail stores as a percentage of total Company sales decreased from
51.4% in the first quarter of fiscal 1996 to 49.4% in the first
quarter of fiscal 1997.  This decline mirrors the shift in the
gross profit percentage.  The Company has been able to maintain
gross profit percentages on sales to independently-operated retail
stores and in Company-operated retail stores through improved
procurement systems, merchandising and effective inventory
management.

     Selling, general and administrative (SG&A) expenses also
decreased as a percentage of net sales from 17.95% in fiscal 1996
to 17.04% in fiscal 1997.  The major reasons for this decline are
the timing of recognizing expense related to the Company's annual
incentive compensation program, the shift in mix of business toward
sales to independently-operated retail stores, productivity gains
and better expense leverage.

     Consistent with prior years, the Company has provided expense
under its annual incentive compensation program in the quarter in
which the incentive compensation was earned.  During the first
quarter of fiscal 1997, the Company provided annual incentive
compensation expense at roughly 50.0% of that of the first quarter
of fiscal 1996.  The difference in annual incentive compensation
expense was approximately $1.8 million between years.  The
Company believes that by the end of the fiscal year, it will
provide annual incentive compensation expense at approximately the
same level as fiscal 1996.
<PAGE>
<PAGE>
     The SG&A shift also reflects the above mentioned change in the
sales mix between years.  Sales in Company-operated retail stores
require higher SG&A costs than sales to independently-operated
retail stores.  Accordingly, the SG&A percentage decreased with the
mix change.  The Company has also been able to improve productivity
through the implementation of Total Quality Management initiatives
and improve the leverage of certain fixed SG&A expenses over higher
sales volume.

     Interest expense declined from $2.1 million in fiscal 1996 to
$1.5 million in fiscal 1997.  This decrease is a function of lower
borrowing levels and lower effective interest rates under the
Company's bank credit facilities.  Lower borrowing levels were the
result of programs to reduce the investment in distribution
inventories by increasing inventory turns and the Company's
increased cash flow from operations.  The effective interest rate
recognized under the Company's bank credit facilities was 6.99% and
8.48% in the first quarters of 1997 and 1996, respectively.  The
decrease in this rate was the result of negotiated interest rate
reductions and the Company's utilization of LIBOR pricing.  The
Company currently borrows funds under its bank credit facilities at
either the bank's prime lending rate or 1.25% over LIBOR.

     The Company provided for income taxes at an effective tax rate
of 40.0% in the first quarter of fiscal 1997 compared to 41.0% in
the first quarter of fiscal 1996.  Taxes were provided at the
various statutory rates to which the Company is subject and there
were no significant differences between financial reporting and
taxable income.  The primary reason for the decrease in the
Company's effective tax rate is a lower state and local tax
provision reflecting the Company's present filing status.  The
Company provides for the franchise tax portion of its state income
tax provision as an operating expense.

CAPITAL RESOURCES AND LIQUIDITY

     During the first quarter of 1997 and all of fiscal 1996, debt
levels decreased due to increased net income, an increase in
distribution inventory turns and the resulting decrease in working
capital requirements and the repayment of notes by
independently-operated retailers. 

     Operating activities generated $10.5 million of cash in fiscal
1997 compared to $.5 million in fiscal 1996. In adjusting net
income to net cash provided by operating activities for fiscal
1997, the major changes in assets and liabilities include decreases
of accounts and notes receivable of $3.6 million (increase of  $1.3
million in fiscal 1996), prepaid expenses of $2.1 million (decrease
of $.8 million in fiscal 1996), and accrued expenses and other
liabilities of $3.8 million (decrease of $3.8 million in fiscal
1996) and increases in inventory of $6.4 million (increase of $1.7
<PAGE>
<PAGE>
million in fiscal 1996) and accounts payable of $3.5 million
(decrease of $2.4 million in fiscal 1996).

     The decrease in accounts and notes receivable and prepaids and
the increase in accrued expenses during the first quarter of fiscal
1997 are normal seasonal fluctuations.  During the first quarter of
fiscal 1997, the Company increased seasonal inventory levels,
particularly turkeys, and turn inventory levels to meet
anticipated sales requirements.  These increased inventory levels
were partially financed through trade accounts payable.  Trade
accounts payable, as a percentage of FIFO inventories, decreased
from 74.6% at the end of fiscal 1996 to 73.2% at the end of the
first quarter of fiscal 1997.  The decrease in accrued expenses and
other liabilities during the first quarter of 1997 is consistent
between years and the result of payments made for state and local
taxes and the Company's annual incentive compensation program.

     As a result of the foregoing, working capital decreased to
$13.8 million from $15.0 million at the end of fiscal 1996.  At the
same time, the Company's current ratio decreased from 1.13:1 at the
end of fiscal 1996 to 1.12:1 at the end of the first quarter of
fiscal 1997.  Decreased borrowings under the bank's credit
facilities lowered the Company's long-term liabilities to equity
ratio from .56:1 at the end of fiscal 1996 to .52:1 at the end of
the first quarter of 1997.  The Company's ratio of total
liabilities to equity decreased to 1.80:1 at the end of the first
quarter of 1997 from 1.92:1 at the end of fiscal 1996.

     The Company utilized $8.4 million of first quarter cash flow
for capital expenditures. This amount is approximately $1.6 million
lower than last year's level and reflects the Company's investment
of $5.8 million ($3.5 million last year) in two new retail
locations and other retail remodeling projects, $1.7 million ($6.2
million last year) for distribution facilities and equipment and
$.9 million ($.3 million last year) on data processing systems
upgrades.  Fiscal 1996 capital expenditures for distribution
facilities included the acquisition of the Company's Aurora Road
and Cash-N-Carry distribution facilities which had previously been
leased.  The Aurora Road facility was subsequently sold prior to
the end of fiscal 1996.  

     The Company anticipates that the level of capital expenditures
for fiscal 1997 will be slightly higher than the previous three
fiscal years principally because of the acceleration of the
Company's remodeling programs and the expansion of its distribution
facilities.  After fiscal 1997, capital expenditure levels will be
maintained in the $30-$35 million range over the next three fiscal
years until the Company has completed the remodeling or expansion
of its core stores.  The Company believes that cash flow from
operations and the unused portion of the bank credit facilities
will adequately fund planned capital expenditures of approximately
<PAGE>
<PAGE>

$45 million in fiscal 1997, normal ongoing business activities and
scheduled debt principal repayments.

IMPACT OF INFLATION

     Inflation increases the Company's major costs, inventory and
labor.  Because of the high velocity of inventory turnover in the
food distribution industry and the Company's use of the LIFO
valuation method for a majority of its inventory, the impact of
inflation is normally reflected very quickly in the results of
operations.  The food distribution industry has experienced
little or no food inflation over the last three years.  Experience
indicates that highly competitive market condition may prevent the
Company from fully recovering inflation-driven costs through retail
pricing alone.  The Company's provisions for LIFO inventories was
$616,000 in both years.

  

































<PAGE>
<PAGE>
                         PART II OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K


     (a)  Exhibits

          10.22  Amended and Restated 1996 Stock Incentive Plan


     (b)  Reports on Form 8-K

          None
         



                                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.


                                       RINI-REGO SUPERMARKETS, INC.
                                              (Registrant)




December 2, 1996                       /s/ Charles A. Rini        
                                       By: Charles A. Rini
                                       President and Director    





December 2, 1996                       /s/ Ronald W. Ocasek       
                                       By: Ronald W. Ocasek
                                       Senior Vice President,     
                                       Chief Financial Officer and
                                       Treasurer