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                                                                   EXHIBIT 10.34


                         BRUNO'S OFFICER INCENTIVE PLAN
                              FISCAL YEAR 1998/1999



PURPOSE

     -    The primary purpose of this plan is to reward Bruno's Officers for the
          attainment of corporate EBITDA goals. Further, the reward is to be
          aligned with the organization's ability to pay. The intent of the plan
          is to also provide a competitive compensation program for Officers
          that rewards performance and contributes to the retention of these key
          teammates.


ELIGIBILITY

     -    Eligible teammates are those Officers that are in an eligible
          position, or eligible positions, for a total period of at least 60
          days in the fiscal year and are not covered under the provisions of
          another annual incentive plan (this does not include the Retention
          Plan). An Officer will be considered eligible if they are not in an
          eligible position for 60 days, but are in an eligible position in a
          combination of company sponsored annual incentive plans for 60 days or
          more. An individual's target incentive award will be prorated to
          reflect the period of time that a teammate was eligible to participate
          in this Plan.

     -    Eligible Officers and the level of participation is determined by the
          Chairman and Senior Vice President, Human Resources. The following
          reflects the level of participation and corresponding Annual Target
          Percentages:

<TABLE>
                           <S>              <C>
                           Level 6          60%
                           Level 5          50%
                           Level 4          35%
</TABLE>

     -    Teammates must be actively working or on an approved Leave of Absence,
          when bonuses are paid (for both any semi-annual or fiscal year
          incentive awards). Otherwise eligible teammates on an approved Leave
          of Absence when bonuses are paid, will not be eligible for the payment
          of an incentive award until they have return to work for at least 30
          days.

     -    If an otherwise eligible teammate is on a Leave of Absence(s) for more
          than 30 days (one absence or cumulative absences totaling more than 30
          days), the otherwise applicable target(s) will be reduced by the
          portion of time on a Leave of Absence(s).

     -    For teammates with a break in service, only continuous service will be
          considered as of the last day of the fiscal year.


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     -    Eligible teammates who change their level of participation during the
          fiscal year will be eligible to participate at their respective and
          prorated target percentages reflected above. For example, a teammate
          in a Level 4 position for 4 months and Level 5 for 8 months would have
          respective targets of 4/12 x 35% plus 8/12 x 50%.


CALCULATION

     -    An incentive award is payable if Bruno's attains year-end EBITDA of
          $45,800,000 or more (before incentive award accrual) for the fiscal
          year ending January 30, 1999. If achieved, a teammate's award is
          calculated as follows:

          (Teammate's Annual Target Percentage X Teammate's Annualized
                    Salary* X Achievement Pay-Out Factor**)

          *A Teammate's Annualized Salary is a teammate's bi-weekly salary rate
          on the last day of the fiscal year, times 26.

          ** The Achievement Pay-Out Factor is 1 if actual EBITDA is $60,000,000
          or greater, otherwise the Achievement Pay-Out Factor is as follows:

         Attainment Factor (or AF) = ($60,000,000 - Actual EBITDA)/($14,200,000)
         Achievement Scale (or AS) = 1 - (1 - AF)2
         Achievement Pay-Out Factor = 1 - .5 X AS

                  EXAMPLE--ANNUAL INCENTIVE AWARD

                  * Teammate's Annual Target Percentage (Level 4) = 35%
                  * Teammate's Annualized Salary = $100,000
                  * Fiscal Year EBITDA = $57,000,000

                  Achievement Pay-Out Factor:
                    Attainment Factor = ($60,000,000 - $57,000,000) / 
                        ($14,200,000) = .21127 
                    Achievement Scale = 1 - (1 - .21127)2 = .3779 
                    Achievement Pay-Out Factor = 1 - .5 X .3779 = .81105

                  Annual Incentive Award Payable = (35% X $100,000 X .81105) =
                    $28,387

     -    If Bruno's achieves an EBITDA of more than $60,000,000, the Board
          reserves the right to increase the Achievement Pay-Out Factor above 1,
          at its sole discretion.




     -    If a teammate changes participation level or eligibility, the amount
          of eligible incentive award will be prorated based on weeks in
          respective position. The following reflects change prorating
          illustrations:



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                  EXAMPLE--PRORATE A

                  * Same teammate as in Annual Incentive Award Example above, 
                    except teammate moves to a non-eligible position on October 
                    31, 1998.

                                  Year-End Incentive Award Payable =
                    ((35% X $100,000 X .81105) X 39 weeks / 52 weeks) = $21,290

                  EXAMPLE--PRORATE B

                  * Same teammate as in Annual Incentive Award Example above, 
                    except teammate is promoted on November 28, 1998 as follows:

                        -    Teammate's promoted Annual Target Percentage 
                             (Level 5) = 50%

                        -    Teammate's promoted Annualized Salary = $125,000

                                     Year-End Incentive Award Payable =
                             ((35% X $125,000 X .81105) X 43 weeks / 52 weeks) +
                             ((50% X $125,000 X .81105) X 9 weeks / 52 weeks) =
                                         $29,342 + $8,773 = $38,115

     GENERAL PROVISIONS

     -    While the Company intends to continue this Plan without changes, the
          Company reserves the right to amend, change or terminate this Plan at
          any time, at its sole discretion.

     -    The administration and interpretation of this Plan is the
          responsibility of the Company. It's decisions and interpretations are
          conclusive and binding.

     -    The Executive Vice President, Finance has responsibility for
          developing EBITDA plans and determining actual EBITDA results. The
          Executive VP, Finance's determination in developing appropriate plans
          and actual EBITDA is final.

     -    Any decision made in the administration of the Plan that a teammate
          feels is "unfair", or not consistent with their interpretation, can be
          appealed through Human Resources. Such requests should be made in
          writing and will be reviewed by the Sr. Vice President, Human
          Resources for a final decision by the Company.

     -    The actual incentive award is subject to federal, state and various
          local laws. The net payment will reflect these deductions. Current
          federal law requires that bonuses be subject to a 28% withholding for
          federal income tax.

     -    Incentive awards will be processed as soon as administratively
          possible January 30, 1999. The EBITDA performance requires final
          audited results and Board approval before payment can be made. This
          will generally this will occur before April 15th of each year,
          following fiscal year-end.



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     -    A teammate must be employed on the day bonuses are paid for
          consideration of any incentive award.



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                         TARGET BONUS ACHIEVEMENT PAYOUT

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
               EBITDA ATTAINMENT                      % OF TARGET                      CHG IN % OF BONUS ATTAINED
------------------------------------------------                        ---------------------------------------------------
     (IN MILLIONS                (% OF                   BONUS                PER MILLION $'S                CUMULATIVE
        OF $'S)                 BUDGET)                ATTAINED               IN ACTUAL INC.                INC. IN BONUS
---------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                    <C>                    <C>                         <C>     
         $45.8                   76.3%                   50.0%                                            MINIMUM 50% PAID
         $46.3                   77.2%                   50.1%                                                   0.1%
         $46.8                   78.0%                   50.2%                     0.2%                          0.2%
         $47.3                   78.8%                   50.6%                                                   0.6%
         $47.8                   79.7%                   51.0%                     0.7%                          1.0%
         $48.3                   80.5%                   51.5%                                                   1.5%
         $48.8                   81.3%                   52.2%                     1.2%                          2.2%
         $49.3                   82.2%                   53.0%                                                   3.0%
         $49.8                   83.0%                   54.0%                     1.7%                          4.0%
         $50.3                   83.8%                   55.0%                                                   5.0%
         $50.8                   84.7%                   56.2%                     2.2%                          6.2%
         $51.3                   85.5%                   57.5%                                                   7.5%
         $51.8                   86.3%                   58.9%                     2.7%                          8.9%
         $52.3                   87.2%                   60.5%                                                  10.5%
         $52.8                   88.0%                   62.2%                     3.2%                         12.2%
         $53.3                   88.8%                   63.9%                                                  13.9%
         $53.8                   89.7%                   65.9%                     3.7%                         15.9%
         $54.3                   90.5%                   67.9%                                                  17.9%
         $54.8                   91.3%                   70.1%                     4.2%                         20.1%
         $55.3                   92.2%                   72.4%                                                  22.4%
         $55.8                   93.0%                   74.8%                     4.7%                         24.8%
         $56.3                   93.8%                   77.3%                                                  27.3%
         $56.8                   94.7%                   80.0%                     5.2%                         30.0%
         $57.3                   95.5%                   82.8%                                                  32.8%
         $57.8                   96.3%                   85.7%                     5.7%                         35.7%
         $58.3                   97.2%                   88.7%                                                  38.7%
         $58.8                   98.0%                   91.9%                     6.2%                         41.9%
         $59.3                   98.8%                   95.2%                                                  45.2%
         $59.8                   99.7%                   98.6%                     6.7%                         48.6%
         $60.0                  100.0%                  100.0%                                                  50.0%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

-    EBITDA  ATTAINMENT IS IN INCREMENTS OF $500,000.

-    THE MINIMUM BONUS (or MB) IS 50% OF AN INDIVIDUAL'S TARGET BONUS.

-    NO BONUS IS EARNED BELOW $45.8 EBITDA, EXCEPT FOR A MINIMUM MID-YEAR BONUS
     IF EBITDA IS $18.4 OR GREATER ON JULY 31, 1998.

-    MAXIMUM BONUS EARNED IS ACHIEVED AT $60.0 EBITDA WITH 100% OF TARGET, WITH
     BOARD DISCRETION ABOVE THIS LEVEL.

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