SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                   FORM 10-K/A

                             Amendment Number One to
                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                  For the fiscal year ended September 27, 1996
                         Commission File Number 2-60487

                              UNITED GROCERS, INC.

               OREGON                                   93-0301970


                     6433 S.E. Lake Road (Milwaukie, Oregon)
                  Post Office Box 22187, Portland, Oregon 97222


Registrant's telephone number, including area code:  (503) 833-1000

Securities registered pursuant to Section 12(b) of the Act:     None

Securities registered pursuant to Section 12(g) of the Act:     None

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No .

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. __X__

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant.

$38,706,820  (computed  on basis of 1996  offering  price  and  number of shares
outstanding at December 22, 1996).

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

622,897 shares of common stock, $5 par value, as of December 22, 1996.

Documents incorporated by reference:   None




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Item 13.  Certain Relationships and Related Transactions.

  A.   Transactions with Management and Others

       All  directors  and  nominees  (or their  firms),  as  members of United,
purchase  groceries and related  products from United in the ordinary  course of
business at prices available to members generally.

       In the ordinary  course of business,  United enters into prime leases and
subleases  property  to  qualified  members.  United  presently  is a  party  to
subleases  with entities  affiliated  with Ray Nidiffer,  Craig  Danielson,  Ron
Mancasola,  Gaylon  Baese and Robert  Lamb,  who were  directors or nominees for
director of United in fiscal year 1996. At September 27, 1996,  monthly payments
due pursuant to the subleases were as follows:

       Danielson                        $91,049
       Nidiffer                         $51,660
       Mancasola                        $16,054
       Baese                            $20,078
       Lamb                             $47,841

       United  guarantees  members'  indebtedness  under certain  conditions and
loans  money to members  through  its  financing  department.  The  Company  has
guaranteed  certain loan obligations of C&K Markets,  Inc., a corporation  owned
and  controlled  by Ray  Nidiffer,  who was a director in fiscal  year 1996.  In
addition,  United  agreed to pay to C&K Markets,  Inc., an amount up to $165,808
over  three  years as a rebate  for an  increased  volume  of  purchases  by C&K
Markets, Inc.

       During  1996,  the  company   acquired  one  store  in   satisfaction  of
indebtedness  from a corporation  in which David Neal, a director in fiscal year
1996, had an ownership interest.

  B.   Certain Business Relationships

       During fiscal year 1996, C&K Markets,  Inc., a corporation  controlled by
Ray  Nidiffer,  a director in fiscal year 1996,  purchased  groceries  and other
products  in the  ordinary  course of  business  from  United  in the  amount of
$89,279,472.  As noted above,  United has agreed to rebate  certain  payments in
exchange for  increased  purchases.  United  owned a 22% equity  interest in C&K
Markets, Inc., in fiscal year 1996.





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  C.   Indebtedness of Management

The following directors,  officers, nominees or related persons or entities were
indebted  to United  during  the  fiscal  year  ended  September  27,  1996,  or
thereafter and prior to December 27, 1996:

                               Largest
                               aggregate
                            amount of debt
                              outstanding                            # of
                                during           Balance at         Notes
                              year ended        November 30,       & Rate of
Name of Debtor               September 27,          1996           Interest
                                 1996
--------------              ---------------     ------------       ---------

Quality Food Investments,
  Inc.                            75,000                -0-
Peter J O'Neal - Director

SMN Company                   14,948,277          1,567,065        1 @ 10.00%
David Neal -  Director

C & K Market, Inc.             6,901,839          1,653,480        3 @ 10.00%
Ray Nidiffer -  Director

Wiley & Sons, Inc.                27,304                -0-
James e. wiley - Nominee

Robert Lamb/Gale Lasko,
  Partnership
Robert Lamb, Director            233,101                -0-

Howard's on Scholls, Inc.      1,319,484                -0-
Gaylon Baese - Nominee


All of the above loans were for  purchase of  inventory  and  equipment  and are
secured by inventory and  equipment.  Variable rate loans bear interest at prime
plus 1.75 percent to 2.25 percent.




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                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

    (a)   Documents filed as part of the report

    1. The following financial  statements were previously filed as part of this
report:

    Independent  Auditor's Report on Financial  Statements  Consolidated Balance
    Sheets Consolidated Statements of Income Consolidated Statements of Members'
    Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial
    Statements   Independent   Auditor's  Report  on  Supplemental   Information
    Supplemental Information Independent Auditor's Report on Financial Statement
    Schedules

    2. The following financial statement schedules were previously filed as part
of this report:

Schedule I -      Condensed financial information of registrant

Schedule II -     Valuation and qualifying accounts

Schedule V -      Supplementary   information  concerning  property  -  casualty
                  insurance operations

    3. Exhibits.  The exhibits listed on the accompanying  index to exhibits are
filed as part of this report.

    (b)   Reports on Form 8-K

          None.





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                                   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.

                                            UNITED GROCERS, INC.
                                                  (Registrant)



Dated:    July 11, 1997                   By:  /s/ John W. White

                                                 John W. White
                                                 Vice President


   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.


   Name                       Title                                  Date
   ----                       -----                                  ----

/s/ Charles E. Carlbom  Acting President,                        July 11, 1997
                            (Principal
                             executive officer)


/s/ John W. White       Vice President                           July 11, 1997
John W. White               (Principal financial officer
                             and principal accounting officer)


/s/ Robert A. Lamb*          Director
Robert A. Lamb                                                   July 11, 1997


/s/ Harry R. (Dick) Leonard* Director                            July 11, 1997
Harry R. (Dick) Leonard


/s/ Dean Ryan                Director                            July 11, 1997
Dean Ryan


/s/ Gordon Smith*            Director                            July 11, 1997
Gordon Smith


/s/ Ron L. Mancasola*        Director                            July 11, 1997
Ron L. Mancasola


/s/ H. Larry Montgomery*     Director                            July 11, 1997
H. Larry Montgomery


/s/ Gaylon Baese*            Director                            July 11, 1997
Gaylon Baese


/s/ Ken Findley*             Director                            July 11, 1997
Ken Findley


/s/ Jim Glassel*             Director                            July 11, 1997
Jim Glassel



*  By /s/ John W. White
          John W. White
          Attorney-in-fact




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<PAGE>



                                  EXHIBIT INDEX

2.A         Copy of  agreement  for sale and  purchase of business  assets dated
            December 7, 1994,  between  Commissary  Cash & Carry,  Inc., and the
            registrant  (incorporated  by  reference  to  Exhibit  10.1  to  the
            registrant's quarterly report on Form 10-Q for the period ended
            March 31, 1995).

2.B         Copy of  agreement  for sale and  purchase of business  assets dated
            December 22, 1994,  between Rich and Rhine, Inc., and the registrant
            (incorporated  by  reference  to  Exhibit  10.2 to the  registrant's
            quarterly report on Form 10-Q for the period ended March 31, 1995).

2.C         Copy of asset  purchase  agreement  dated as of November  10,  1995,
            between Bay Area Foods,  Inc., and the registrant  (incorporated  by
            reference to Exhibit 2 to the  registrant's  current  report on Form
            8-K dated December 13, 1995).

3.A         Copy of the  registrant's  restated  articles of  incorporation,  as
            amended   (incorporated   by   reference   to  Exhibit  4-E  to  the
            registrant's registration statement on Form S-2, No. 33-26631).

3.B         Copy  of  the  registrant's  bylaws,  as  amended  (incorporated  by
            reference to Exhibit 4-F to the registrant's  registration statement
            on Form S-2, No. 33-26631).

4.A         Copy  of  indenture  dated  as of  February  1,  1978,  between  the
            registrant  and United States  National Bank of Oregon,  as trustee,
            relating to the registrant's  Capital Investment Notes (incorporated
            by  reference  to  Exhibit  4-I  to  the  registrant's  registration
            statement on Form S-1, No. 2-60488).

4.B1        Copy of  supplemental  indenture  dated  as of  December  15,  1984,
            between the registrant and United States National Bank of Oregon, as
            trustee,  relating  to the  registrant's  Series  D 5%  Subordinated
            Redeemable  Capital  Investment Notes  (incorporated by reference to
            Exhibit 4-F to the registrant's  registration statement on Form S-2,
            No. 33-95213).

4.B2        Copy of  supplemental  indenture  dated  as of  December  15,  1986,
            between the registrant and United States National Bank of Oregon, as
            trustee,  relating  to the  registrant's  Series  E 5%  Subordinated
            Redeemable  Capital  Investment Notes  (incorporated by reference to
            Exhibit 4-G to the registrant's  registration statement on Form S-2,
            No. 33-11212).

4.B3        Copy of supplemental indenture dated as of January 27, 1989, between
            the  registrant  and  United  States  National  Bank of  Oregon,  as
            trustee,  relating  to the  registrant's  Series  F 5%  Subordinated
            Redeemable  Capital  Investment Notes  (incorporated by reference to
            Exhibit 4-G to the registrant's  Form 10-K for the fiscal year ended
            September 30, 1989).

4.B4        Copy of supplemental indenture dated as of January 22, 1991, between
            the  registrant  and  United  States  National  Bank of  Oregon,  as
            trustee,  relating  to the  registrant's  Series  G 5%  Subordinated
            Redeemable  Capital  Investment Notes  (incorporated by reference to
            Exhibit 4-D to the registrant's  registration statement on Form S-2,
            No. 33-38617).

4.B5        Copy of supplemental indenture dated as of July 6, 1992, between the
            registrant  and United States  National Bank of Oregon,  as trustee,
            relating to the  registrant's  Series H 5%  Subordinated  Redeemable
            Capital  Investment Notes  (incorporated by reference to Exhibit 4-C
            to  the  registrant's   registration  statement  on  Form  S-2,  No.
            33-49450).

4.B6        Copy of supplemental  indenture dated as of January 9, 1995, between
            the  registrant  and First Bank  National  Association,  as trustee,
            relating to the  registrant's  Series J 5%  Subordinated  Redeemable
            Capital  Investment Notes  (incorporated by reference to Exhibit 4-C
            to  the  registrant's   registration  statement  on  Form  S-2,  No.
            33-57199).

4.C         Copy of amended and restated credit agreement of May 31, 1995, among
            the  registrant,   United  States  National  Bank  of  Oregon,   and
            Seattle-First  National Bank.  (incorporated by reference to Exhibit
            4-C to the registrant's Form 10-K for the fiscal year ended



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            September 29, 1995).

4.D         Copy of note  agreement  dated as of September 20, 1991,  and senior
            notes  dated  September  24, 1991 among the  registrant  and various
            purchasers   (incorporated  by  reference  to  Exhibit  4-I  to  the
            registrant's  Form 10-K for the  fiscal  year  ended  September  27,
            1991).

4.E         Copy of Promissory  Note,  Assignment  of Rents and Leases,  Deed of
            Trust, Financing Agreement and Security Agreement, and Environmental
            Indemnity  Agreement  dated as of September  30,  1993,  between the
            registrant and United of Omaha Life Insurance  Company,  relating to
            the registrant's construction of a new office building (incorporated
            by  reference to Exhibit 4.E to the  registrant's  Form 10-K for the
            fiscal year ended October 1, 1993).

4.F1        Copy of Loan  Purchase and Servicing  Agreement  dated as of May 13,
            1994,  among United  Resources,  Inc., as Seller and  Servicer,  the
            registrant, as Guarantor, and National Consumer Cooperative Bank, as
            Buyer,   relating  to  the  selling  of  loans   originated  by  the
            registrant's  subsidiary,  United Resources,  Inc., (incorporated by
            reference  to  Exhibit  4.F1 to the  registrant's  Form 10-K for the
            fiscal year ended September 30, 1994).

4.F2        Copy of First Amendment to Loan Purchase and Servicing  Agreement of
            May 13,  1994,  dated as of July 15, 1994,  among United  Resources,
            Inc.,  the  registrant,   and  National  Consumer  Cooperative  Bank
            (incorporated by reference to Exhibit 4.F2 to the registrant's  Form
            10-K for the fiscal year ended September 30,
            1994).

4.F3        Copy of Second Amendment to Loan Purchase and Servicing Agreement of
            May  13,  1994,  dated  as  of  September  28,  1995,  among  United
            Resources,  Inc., the registrant,  and National Consumer Cooperative
            Bank.(incorporated  by reference to Exhibit 4.F3 to the registrant's
            Form 10-K for the fiscal year ended September 29,
            1995).

4.F4        Copy of Loan Purchase and  Servicing  Agreement  (Holdback  Program)
            dated as of September 28, 1995,  between United Resources,  Inc., as
            Seller and  Servicer,  and National  Consumer  Cooperative  Bank, as
            Buyer,  and related  guaranty  agreement  between the registrant and
            National  Consumer  Cooperation  Bank  (incorporated by reference to
            Exhibit 4.F4 to the registrant's Form 10-K for the fiscal year ended
            September 29, 1995).

4.G         Copy  of  Note  Agreement  dated  October  10,  1994,   between  the
            registrant   and  Phoenix   Home  Life  Mutual   Insurance   Company
            (incorporated by reference to Exhibit 4.G to the  registrant's  Form
            10-K for the fiscal year ended September 30, 1994).

Pursuant to Item 601 (b)(4)(iii) of Regulation S-K, the registrant is not filing
certain  instruments  with  respect to its  long-term  debt  because  the amount
authorized  under any such  instrument  does not  exceed 10 percent of the total
consolidated  assets of the  registrant  at September 27, 1996.  The  registrant
agrees to furnish a copy of any such  instrument to the  Securities and Exchange
Commission upon request.

10.A1*      Copy of United Grocers, Inc., pension plan and trust agreement dated
            as of October 1, 1985  (incorporated by reference to Exhibit 10-A to
            the registrant's registration statement on Form S-2, No.
            33-11212).

10.A2*      Copy of first  amendment to United Grocers,  Inc.,  pension plan and
            trust  agreement  dated  as of  October  1,  1987  (incorporated  by
            reference to Exhibit 10-B to post  effective  amendment No. 1 to the
            registrant's registration statement on Form S-2, No.
            33-11212).

10.A3*      Copy of policy  summary and related  documents  pertaining to a life
            insurance  policy for Alan C. Jones,  President  of the  registrant,
            purchased  pursuant  to  the  registrant's   supplemental  executive
            retirement  plan  (incorporated  by reference to Exhibit 10-E to the
            registrant's  Form 10-K for the  fiscal  year  ended  September  28,
            1990).

10.A4*      Copy  of   registrant's   executive   deferred   compensation   plan
            (incorporated by reference to Exhibit 10-U to the registrant's  Form
            10-K for the fiscal year ended September 27, 1991).



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<PAGE>




10.B*       Copy  of  executive  compensation  agreement  dated  March  1,  1991
            (incorporated by reference to Exhibit 10-T to the registrant's  Form
            10-K for the fiscal year ended September 27, 1991).

10.C*       Copy of binder of  insurance  with  respect  to  indemnification  of
            officers and directors (incorporated by reference to Exhibit 10.C to
            the  registrant's  Form 10-K for the fiscal  year  ended  October 1,
            1993).

10.D1       Typical  forms  executed  in  connection   with  loans  to  members,
            including directors:

10.D1a      Installment  note  (Stevens-Ness  form 217), with optional  interest
            rate riders  (incorporated  by  reference  to Exhibit  10-D1a to the
            registrant's Form 10-K for the fiscal year ended October 2, 1992).

10.D1b      Promissory note (Stevens-Ness form 216), with optional interest rate
            riders   (incorporated   by  reference  to  Exhibit  10-D1b  to  the
            registrant's Form 10-K for the fiscal year ended October 2, 1992).

10.D1c      Installment note.(incorporated by reference to Exhibit 10-D1c to the
            registrant's  Form 10-K for the  fiscal  year  ended  September  29,
            1995).

10.D1d      Renewal  note for fixed  rate  loan.(incorporated  by  reference  to
            Exhibit  10-D1d to the  registrant's  Form 10-K for the fiscal  year
            ended September 29, 1995).

10.D1e      Subsequent note (three forms)  (incorporated by reference to Exhibit
            10-D1c to the  registrant's  Form  10-K for the  fiscal  year  ended
            October 2, 1992).

10.D1f      Loan  agreement  (two forms)  (incorporated  by reference to Exhibit
            10-D1d to the  registrant's  Form  10-K for the  fiscal  year  ended
            October 2, 1992).

10.D1g      Loan agreement for subsequent  notes  (incorporated  by reference to
            Exhibit  10-D1e to the  registrant's  Form 10-K for the fiscal  year
            ended October 2, 1992).

10.D1h      Amendment  to  loan  and  security  agreements,  including  optional
            clauses   (incorporated  by  reference  to  Exhibit  10-D1f  to  the
            registrant's Form 10-K for the fiscal year ended October 2, 1992).

10.D1i      Amendment to installment note and security agreements. (incorporated
            by reference to Exhibit 10-D1i to the registrant's Form 10-K for the
            fiscal year ended September 29, 1995).

10.D1j      Security  agreement   (Stevens-Ness  form  1201)   (incorporated  by
            reference to Exhibit  10-D1g to the  registrant's  Form 10-K for the
            fiscal year ended October 2, 1992).

10.D1k      Purchase  money   security   agreement   (Stevens-Ness   form  1202)
            (incorporated  by  reference to Exhibit  10-D1h to the  registrant's
            Form 10-K for the fiscal year ended October 2, 1992).

10.D1l      Security   agreement   for   equipment   (Stevens-Ness   form  1203)
            (incorporated  by  reference to Exhibit  10-D1i to the  registrant's
            Form 10-K for the fiscal year ended October 2, 1992).

10.D1m      Inventory  loan and  security  agreement  (Stevens-Ness  form  1206)
            (incorporated  by  reference to Exhibit  10-D1j to the  registrant's
            Form 10-K for the fiscal year ended October 2, 1992).

10.D1n      Security  agreement  (equipment  and  inventory)   (incorporated  by
            reference to Exhibit  10-D1k to the  registrant's  Form 10-K for the
            fiscal year ended October 2, 1992).

10.D1o      Security  agreement for subsequent notes  (incorporated by reference
            to Exhibit 10-D1l to the registrant's  Form 10-K for the fiscal year
            ended October 2, 1992).

Pursuant to  Instruction 2 to Item 601 of  Regulation  S-K, the  registrant  has
filed the forms listed above in lieu of filing each copy  executed in connection
with loans to directors.  A schedule  showing the principal  amount and interest
rate of each  director  loan at November 30, 1996,  appears in Item 13.C of this
Form 10-K. The registrant  agrees to furnish a copy of any omitted loan document
to the Securities and Exchange Commission upon request.




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<PAGE>



10.D2       Typical  form  of  residual  stock   redemption   note  executed  in
            connection   with   redemption   of  common   stock   from   members
            (incorporated by reference to Exhibit 10-D2 to the registrant's Form
            10-K for the fiscal year ended October 2, 1992).

Pursuant to  Instruction 2 to Item 601 of  Regulation  S-K, the  registrant  has
filed the form listed above in lieu of filing each copy executed in transactions
with directors.  The registrant agrees to furnish a copy of any omitted document
to the Securities and Exchange Commission upon request.

10.E1       Copy of sublease  agreement  for Aloha store dated  January 3, 1994,
            between the registrant and CTD, L.L.C., a limited  liability company
            controlled  by Craig T.  Danielson  (incorporated  by  reference  to
            Exhibit 10.E to the registrant's  Form 10-Q for the quarterly period
            ended April 1, 1994).

10.E2       Copy of sublease  agreement  for Tigard store dated January 3, 1994,
            between the registrant and CTD, L.L.C., a limited  liability company
            controlled  by Craig T.  Danielson  (incorporated  by  reference  to
            Exhibit 10.D to the registrant's  Form 10-Q for the quarterly period
            ended April 1, 1994).

10.E3       Copy of  sublease  agreement  for Sandy  store  dated  May 4,  1994,
            between the registrant and Dan Inc Oregon, a corporation  controlled
            by Craig T. Danielson (incorporated by reference to Exhibit 10.G3 to
            the  registrant's  Form 10-K for the fiscal year ended September 30,
            1994).

10.E4       Copy of Asset  Purchase and Sale  Agreement  dated May 4, 1994,  for
            Sandy store between the registrant and Dan Inc Oregon, a corporation
            controlled  by Craig T.  Danielson  (incorporated  by  reference  to
            Exhibit  10.G4 to the  registrant's  Form 10-K for the  fiscal  year
            ended September 30, 1994).

10.E5       Copy of Asset Purchase and Sale Agreement dated January 3, 1994, for
            Aloha and Tigard stores between the registrant  and CTD,  L.L.C.,  a
            limited   liability   company   controlled  by  Craig  T.  Danielson
            (incorporated by reference to Exhibit 10.C to the registrant's  Form
            10-Q for the quarterly period ended April 1, 1994).

10.F1       Copy of sublease  agreement for Troutdale  store dated  December 15,
            1993,  between the  registrant  and a partnership in which Robert A.
            Lamb is a partner (incorporated by reference to Exhibit 10-F1 to the
            registrant's  Form 10-K for the  fiscal  year  ended  September  29,
            1995).

10.F2       Copy of  sublease  agreement  for  Wilsonville  store dated June 25,
            1991,  between the  registrant  and a partnership in which Robert A.
            Lamb is a partner (incorporated by reference to Exhibit 10-F2 to the
            registrant's  Form 10-K for the  fiscal  year  ended  September  29,
            1995).

10.G        Copy of sublease  agreement  for Magalia store dated March 15, 1994,
            between the registrant  and Al Mancasola  Grocery  Markets,  Inc., a
            corporation  controlled  by Ronald  L.  Mancasola  (incorporated  by
            reference  to  Exhibit  10-G to the  registrant's  Form 10-K for the
            fiscal year ended September 29, 1995).

10.H1       Copy of sublease  agreement  for  Silverton  store  effective  as of
            December 14, 1994, between the registrant and a partnership in which
            David D. Neal is a partner  (incorporated  by  reference  to Exhibit
            10-H1 to the  registrant's  Form  10-K  for the  fiscal  year  ended
            September 29, 1995).

10.H2       Copy of assignment of real property sale contract dated February 20,
            1985, by David D. Neal to the registrant  (incorporated by reference
            to Exhibit 10-H2 to the  registrant's  Form 10-K for the fiscal year
            ended September 29, 1995).

10.I1       Copy of sublease  agreement  for Coos Bay store dated  February  28,
            1991,  between the registrant and Raymond Nidiffer  (incorporated by
            reference to Exhibit  10-I19 to the  registrant's  Form 10-K for the
            fiscal year ended September 27, 1991).

10.I2       Copy of sublease  agreement  for Arcata store dated August 11, 1977,
            between the  registrant  and Raymond L.  Nidiffer  (incorporated  by
            reference  to  Exhibit  10-Q2  of  the   registrant's   registration
            statement on Form S-2, No. 33-26631).

10.I3       Copy of sublease agreement for Gold Beach store dated July 6,



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<PAGE>



            1979,  between the registrant and Raymond L. Nidiffer  (incorporated
            by  reference  to  Exhibit  10-Q3 of the  registrant's  registration
            statement on Form S-2, No. 33-26631).

10.I4       Copy of  assignment  of lease and related  documents  for Mt. Shasta
            store between the registrant and C & K Market, Inc., an affiliate of
            Raymond L. Nidiffer  (incorporated  by reference to Exhibit 10-Q4 of
            the registrant's registration statement on Form S-2, No. 33-26631).

10.I5       Copy of  sublease  agreement  for Rogue  River  store dated June 25,
            1976,  between the registrant and Raymond L. Nidiffer  (incorporated
            by  reference  to  Exhibit  10-Q5 of the  registrant's  registration
            statement on Form S-2, No. 33-26631).

10.I6       Copy of lease  agreement for Coos Bay store dated February 28, 1991,
            between the  registrant  and Raymond L.  Nidiffer  (incorporated  by
            reference to Exhibit  10-I20 to the  registrant's  Form 10-K for the
            fiscal year ended September 27, 1991).

10.I7       Copy of loan  guaranties  dated June 12, 1980 and September 30, 1988
            given by  registrant  for the  benefit  of C & K  Market,  Inc.,  an
            affiliate  of Raymond L.  Nidiffer  (incorporated  by  reference  to
            Exhibit  10-I12 to the  registrant's  Form 10-K for the fiscal  year
            ended September 30, 1989).

10.I8       Copy of stock purchase  agreement dated as of June 20, 1994, between
            the  registrant  and C&K Market,  Inc.,  an  affiliate of Raymond L.
            Nidiffer   (incorporated  by  reference  to  Exhibit  10.F8  to  the
            registrant's  Form 10-K for the  fiscal  year  ended  September  30,
            1994).

10.I9       Copy of agreement dated August 29, 1996,  between the registrant and
            C&K Markets, Inc., an affiliate of Raymond L. Nidiffer, with respect
            to purchase volume.

12**        Statement  of  Computation  of Ratio  of  Adjusted  Income  to Fixed
            Charges.

22**        Subsidiaries of the registrant.

24**        Power of Attorney of certain directors of the registrant.

27**        Financial Data Schedule.

*  Denotes management contract or compensatory plan or arrangement.
** Previously filed



                                     - 10 -

<PAGE>


                                  EXHIBIT 10.I9

                                    AGREEMENT

This agreement by and between United  Grocers,  Inc.,  hereafter  referred to as
(U.G.), and C & K Markets, Inc., hereafter referred to as (C & K), is drafted to
address the value of C & K's purchase volume of product from U.G.

C & K agrees to increase their overall purchases from U.G. beginning September
of 1996.  U.G. places a value on C & K's said purchase volume, and are hereby
willing to rebate an amount up to $165,808.00 to C & K.

U.G. will issue three equal credits or checks to C & K on November 1, 1996,  and
the like amount on November 1, 1997 and November 1, 1998.  Both parties will act
in good faith to meet the agreed upon obligations.

/s/ Doug Nidiffer                         /s/ Alan C. Jones
-------------------------------           -------------------------------------
C & K Markets, Inc.                       Alan C. Jones
Doug Nidiffer                             United Grocers, Inc.



August 29, 1996



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