<PAGE>

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                       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:                               Commission file number:
       January 2, 1999                                             0-785

                                      ---------

                               NASH-FINCH COMPANY
             (Exact name of Registrant as specified in its charter)

         Delaware                                               41-0431960
(State of Incorporation)                                     (I.R.S. Employer
                                                            Identification No.)
  7600 France Avenue South
       P.O. Box 355
  Minneapolis, Minnesota
   (Address of principal                                        55440-0355
     executive offices)                                         (Zip Code)

       Registrant's telephone number, including area code: (612) 832-0534

                                      ---------

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

           Securities registered pursuant to Section 12(g) of the Act:
                   Common Stock, par value $1.66-2/3 per share
                          Common Stock Purchase Rights

                                      ---------

         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, 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. [ ]

         As of March 22, 1999, 11,341,887 shares of Common Stock of the
Registrant were outstanding, and the aggregate market value of the Common Stock
of the Registrant as of that date (based upon the last reported sale price of
the Common Stock at that date by the Nasdaq National Market), excluding
outstanding shares deemed beneficially owned by directors and officers, was
approximately $96,406,040.

                                      ---------
         Parts I, II and IV of this Annual Report on Form 10-K incorporate by
reference information (to the extent specific pages are referred to herein) from
the Registrant's Annual Report to Stockholders for the Year Ended January 2,
1999 (the "1998 Annual Report"). Parts II and III of this Annual Report on Form
10-K incorporate by reference information (to the extent specific sections are
referred to herein) from the Registrant's Proxy Statement for its Annual Meeting
to be held on May 11, 1999 (the "1999 Proxy Statement").

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

<PAGE>

                                     PART I

ITEM 1.  BUSINESS.

A.       GENERAL DEVELOPMENT OF BUSINESS.

         Nash Finch Company, a Delaware corporation, was organized in 1921 as
the successor to a business established in 1885. Its principal executive
offices are located at 7600 France Avenue South, Edina, Minnesota 55435
(Telephone: 612-832-0534). Unless the context indicates otherwise, the term
"Company," as used in this Report, means Nash Finch Company and its consolidated
subsidiaries.

         The Company is one of the largest food wholesalers in the United
States. Its business consists of three primary operating segments: (i) the
wholesale distribution segment, which supplies food and non-food items to
independently owned retail grocery stores, corporately owned retail grocery
stores and institutional customers; (ii) the retail segment, which is made up of
corporately owned retail grocery stores with a variety of store formats; and
(iii) the military distribution segment, which supplies food and related
products to military commissaries. Currently, the Company conducts its wholesale
and retail operations primarily in the Midwestern and Southeastern regions of
the United States and its military distribution operations primarily in the
Mid-Atlantic region of the United States.

         Early in 1999, the Company announced a five-year strategic
revitalization plan to streamline its wholesale operations and build its retail
business. The new strategic plan resulted from an intensive diagnostic
assessment, conducted in 1998, of the entire Company's operations. During this
assessment, the performance of the Company was benchmarked against its
competitors in order to evaluate opportunities to improve profitability and
enhance shareholder value. The following strategic objectives were set:

         -    Focusing energies on wholesale and retail distribution of
              supermarket products, primarily in Midwest and Southeast markets;

         -    Making wholesale operations sales driven and focused on premier
              customer service and low cost;

         -    Enabling corporate retail to dominate its primary trade areas
              through convenience, consistently excellent execution and superior
              customer service;

         -    Utilizing business process changes aggressively to reduce costs
              through productivity gains and to create a responsive management
              structure; and

         -    Equipping employees with the required training and tools,
              measuring success through contribution and performance.

The five-year strategic plan is expected to be implemented in three phases: (i)
Phase I - the stabilization of the Company's existing business; (ii) Phase II -
rebuilding the Company's foundation; and (iii) Phase III-growing the Company's
business. Within each phase, various initiatives will be established and
implemented. The timing and importance of each initiative will be determined in
accordance with how well it (i) leverages the Company's scale by centralizing
operations, (ii) attains operational efficiency, (iii) develops the Company's
retail competency, and (iv) enables the Company to pursue growth strategies.


                                          2
<PAGE>

         The Company has been taking steps during 1998 to begin the
implementation of Phase I and will continue to implement Phase I throughout
1999. The following list represents the five top initiatives within Phase I:

         -    REVAMPING THE ORGANIZATIONAL STRUCTURE AND MANAGEMENT PROCESS.
              The Company's organizational structure has been realigned to 
              establish clear lines of accountability.  Key performance 
              metrics have been established to measure success. A new 
              performance-based compensation program has been approved for 
              management that clearly aligns management's interests with 
              those of the Company's shareholders.

         -    DEVELOPING FUNCTIONAL INFORMATION SYSTEMS. The Company has decided
              to halt the software development related to the Company's HORIZONS
              project. This decision was driven by the need to shift resources
              to a Year 2000 remediation plan, as well as a concern over the
              functionality of the software platform. Year 2000 remediation is 
              now the Company's highest business priority.

         -    EVALUATING AND EXECUTING STRATEGIES FOR NON-CORE ASSETS,
              UNDERPERFORMING DISTRIBUTION CENTERS, STORES AND PRODUCTS. All
              business units and non-core assets will be, or have been,
              reviewed. Assets that do not provide an acceptable rate of return
              will be identified and the Company will evaluate its strategic
              alternatives, including consolidation, sale or closure. Resources
              will be focused on the Company's core wholesale distribution,
              retail distribution and military operations.

         -    ENHANCING WORKING CAPITAL LEVERAGE.  Steps were taken in 1998 to
              strengthen the balance sheet and position the Company for future
              growth.

         -    REDUCING COST STRUCTURE. The Company will more efficiently manage
              labor in its corporate stores and distribution centers, and
              improve transportation and warehousing costs. It is intended that
              inventory levels will be brought in line with industry averages,
              and product procurement and merchandising efforts will be
              leveraged.

         Related to the revitalization plan and the diagnostic assessment, the
Company recorded special pretax charges in the fourth quarter of 1998 totaling
$105.6 million, including charges associated with the reporting of the Company's
produce growing and marketing subsidiary as a discontinued operation.

         In support of its focus on increasing efficiencies at its 
distribution centers and decreasing operating costs, the Company closed its 
warehouses in Lexington, Kentucky, and Grand Island, Nebraska during 1998. 
The operations in Lexington were consolidated into the operations in 
Cincinnati, Ohio and Bluefield, Virginia, whereas the Grand Island operations 
were consolidated into the operations in Omaha, Nebraska and Denver, 
Colorado. During the initial months of 1999, the Company has closed its 
warehouses in Liberal, Kansas and Appleton, Wisconsin. The Liberal operations 
have been consolidated into the operations in Denver, Colorado, whereas the 
Appleton operations have been consolidated into the operations in Cedar 
Rapids, Iowa, and St. Cloud, Minnesota. The Company also has plans to
consolidate the operations of Rocky Mount, North Carolina into the Lumberton 
warehouse.

                                          3
<PAGE>

         Additional information relating to the Company's business, the new
strategic plan and related special charges are contained in the "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
section of the Company's 1998 Annual Report (Exhibit 13.1), pages 18-22, which
information is incorporated herein by reference.

B.       FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.

         Financial information about the Company's business segments for the
most recent three fiscal years is contained on pages 35-36 of the 1998 Annual
Report (Note (15) to the Consolidated Financial Statements). For segment
financial reporting purposes, a portion of the operational profits of wholesale
distribution centers are allocated to retail operations to the extent that
merchandise is purchased by these distribution centers and transferred to retail
stores directly operated by the Company. For fiscal 1998, seventeen percent
(17%) of such warehouse operational profits were allocated to retail operations.

C.       NARRATIVE DESCRIPTION OF THE BUSINESS.

         1.       WHOLESALE OPERATIONS.

                  a.       PRODUCTS AND SERVICES.

         The Company's wholesale operations are essentially divided into two
segments.  The first segment sells and distributes a wide variety of food and
non-food products to independently owned and corporately owned retail grocery
stores (the "wholesale segment"). The second sells and distributes food and
non-food products to military commissaries (the "military segment"). In 1998,
the wholesale segment accounted for 60.0% of the Company's total revenues; the
military segment 22.1%.

         The Company provides to its customers a full line of food products, 
including dry groceries, fresh fruits and vegetables, frozen foods, fresh and 
processed meat products and dairy products, and a variety of non-food 
products, including health and beauty care, tobacco, paper products, cleaning 
supplies and small household items. The Company primarily distributes and 
sells nationally advertised branded products and a number of unbranded 
products (principally meats and produce) purchased directly from various 
manufacturers, processors and suppliers or through manufacturers' 
representatives and brokers. The Company also distributes and sells private 
label products that are branded primarily under the OUR FAMILY-Registered 
Trademark- trademark, a long-standing private label of the Company, and the 
FAME-Registered Trademark- trademark, which the Company obtained in the 
acquisition of Super Food Services, Inc. ("Super Food"). Under its private 
label line of products, the Company offers a wide variety of grocery, dairy, 
packaged meat, frozen foods, health and beauty care products, paper and 
household products, beverages, and other packaged products that have been 
manufactured or processed by other companies on behalf of the Company.

         The Company also offers to independent retailers a broad range of
services, including the following: (i) promotional, advertising and
merchandising programs; (ii) the installation of computerized ordering,
receiving and scanning systems; (iii) the establishment and supervision of
computerized retail accounting, budgeting and payroll systems; (iv) personnel
management assistance and employee training; (v) consumer and market research;
(vi) remodeling and store development services; and (vii) insurance programs.
The Company believes that its support services help the independent retailers
compete more effectively in their markets and build customer loyalty.


                                          4
<PAGE>

         The Company's retail counselors and other Company personnel advise and
counsel independent retailers, and directly provide many of the above services.
Separate charges may be made for some of these services. The Company also
provides retailers with marketing and store upgrade services, many of which have
been developed in connection with Company owned stores. For example, the Company
assists retailers in installing and operating delicatessens and other specialty
food sections. Rather than offering a single program for the services it
provides, the Company has developed multiple, flexible programs to serve the
needs of most independent retailers, whether rural or urban, large or small.

         The Company's assistance to independent retailers in store development
provides a means of continued growth for the Company through the development of
new retail store locations and the enlargement or remodeling of existing retail
stores. Services provided include site selection, marketing studies, building
design, store layout and equipment planning and procurement. The Company assists
wholesale customers in securing existing supermarkets that are for sale from
time to time in market areas served by the Company and, occasionally, acquires
existing stores for resale to wholesale customers.

         The Company also provides financial assistance to its independent
retailers generally in connection with new store development and the upgrading
or expansion of existing stores. For example, the Company makes secured loans to
some of its independent retailers, generally repayable over a period of five or
seven years, for inventories, store fixtures and equipment, working capital and
store improvements. Loans are secured by liens on inventory or equipment or
both, by personal guarantees and by other types of security. As of January 2,
1999, the Company had approximately $33.3 million outstanding of such secured
loans to 156 independent retailers. In addition, the Company may provide such
assistance to independent retailers by guarantying loans from financial
institutions and leases entered into directly with lessors. The Company also
uses its credit strength to lease supermarket locations for sublease to
independent retailers, at rates that are at least as high as the rent paid by
the Company.

                  b.       CUSTOMERS.

         The Company offers its products and services to approximately 2,000
independent retail grocery stores, U.S. military commissaries and other
customers in nearly thirty (30) states. As of the end of the fiscal year, no
customer accounted for a significant portion of the Company's sales.

         The Company's wholesale segment customers are primarily self-service 
retail grocery stores that carry a wide variety of grocery products, health 
and beauty care products and general merchandise. Many of these stores also 
have one or more specialty departments such as a delicatessen, an in-store 
bakery, a restaurant, a pharmacy and a flower shop. The size of the 
customers' stores ranges from 5,000 to 75,000 square feet.

         The Company's military segment currently delivers products to 
approximately eighty (80) U.S. military commissaries in the United States. 
Due to the amount of revenue generated with the U.S. military commissaries 
and the number of U.S. military commissaries that the Company does business 
with, the Company believes that it is the largest distributor of groceries 
and related products to such facilities in the United States.



                                          5
<PAGE>
                  c.       DISTRIBUTION.

         The Company currently distributes products from eighteen (18)
distribution centers located in Colorado, Georgia, Iowa, Maryland, Michigan,
Minnesota, Nebraska, North Carolina (2), North Dakota (2), Ohio (3), South
Dakota (2), and Virginia (2). The Company's distribution centers are located at
strategic points to efficiently serve Company owned stores, independent
customers and military commissaries. The distribution centers are equipped with
modern materials handling equipment for receiving, storing and shipping goods
and merchandise and are designed for high-volume operations at low unit costs.

         Distribution centers serve as central sources of supply for Company
owned and independent stores, military commissaries and other institutional
customers within their operating areas. Generally, the distribution centers
maintain complete inventories containing most national brand grocery products
sold in supermarkets and a wide variety of high-volume private label items. In
addition, distribution centers provide full lines of perishables, including
fresh meats and poultry, fresh fruits and vegetables (except Super Food
distribution centers), dairy and delicatessen products and frozen foods. Health
and beauty care products, general merchandise and specialty grocery products are
distributed from a dedicated area of a distribution center located in
Bellefontaine, Ohio, and from the distribution center located in Sioux Falls,
South Dakota. Retailers order their inventory requirements at regular intervals
through direct linkage with the Company's computers. Deliveries of product are
made primarily by the Company's transportation fleet. The frequency of
deliveries varies, depending upon customer needs. The Company currently has a
modern fleet of over 500 tractors and nearly 1050 semi-trailers, most of which
are owned by the Company. In addition, many types of meats, dairy products,
bakery and other products are sold by the Company but are delivered by the
suppliers directly to retail food stores.

         Virtually all of the Company's wholesale sales to independent retailers
are made on a market price-plus-fee and freight basis, with the fee based on the
type of commodity and quantity purchased. Selling prices are changed promptly,
based on the latest market information.

         The Company distributes groceries and related products directly to
military commissaries in the U.S., and distribution centers also provide
products for distribution to U.S. military commissaries in Europe and to ships
afloat. These distribution services are provided primarily under contractual
arrangements with the manufacturers of those products. The Company provides
storage, handling and transportation services for the manufacturers and, as
products ordered from the Company by the commissaries are delivered to the
commissaries, the Company invoices the manufacturers for the cost of the
merchandise delivered plus negotiated fees.

         2.       RETAIL OPERATIONS

         As of January 2, 1999, the Company operated ninety-three (93) retail 
stores primarily in the Midwestern and Southeastern states. These stores, 
nineteen (19) of which the Company owns (the remainder are leased), range in 
size up to approximately one hundred six thousand (106,000) square feet. 
These stores offer a wide variety of high quality groceries, fresh fruits and 
vegetables, dairy products, frozen foods, fresh fish, fresh and processed 
meat and health and beauty care products. Many have specialty departments 
such as delicatessens, bakeries, pharmacies, banks and floral and video 
departments.  In 1998, the retail segment accounted for 17.8% of the 
Company's total revenues.

         During 1999, the Company will reduce the number of regional store 
names under which it operates from 17 to four: ECONOFOODS-Registered 
Trademark-, SUN MART -Registered Trademark-, FAMILY THRIFT CENTER -TM- and 
IGA (a registered trademark of IGA, Inc.). This will be done to build brand 
equity and eliminate inefficiencies.

                                          6
<PAGE>

         As part of its revitalization plan, the Company has announced that it
is focused on strengthening its corporate retail presence, and plans to expand
this segment over five years so that it represents as much as 50 percent of
total Company sales.

         3.       PRODUCE GROWING AND MARKETING OPERATIONS

         Through a wholly owned subsidiary, Nash-DeCamp Company 
("Nash-DeCamp"), the Company grows, packs, ships and markets fresh fruits and 
vegetables from locations in California and the countries of Chile and Mexico 
to customers in the United States, Canada and overseas. For regulatory 
reasons, the amount of business between Nash-DeCamp and the Company is 
limited. The Company owns and operates three modern packing, shipping and/or 
cold storage facilities that ship fresh grapes, plums, peaches, nectarines, 
apricots, pears, persimmons, kiwi fruit and other products. The Company also 
acts as marketing agent for other packers of fresh produce in California and 
in the countries of Chile and Mexico. For the above services, the Company 
receives, in addition to a selling commission, a fee for packing, handling 
and shipping produce. The Company also owns vineyards and orchards for the 
production of table grapes, tree fruit, kiwi and citrus. The Company has 
announced that it is seeking to sell Nash-DeCamp during 1999, and for 
financial reporting purposes is reporting this as a discontinued operation.

         4.       COMPETITION.

         All segments of the Company's business are highly competitive. The
Company competes directly at the wholesale level with a number of cooperative
wholesalers and voluntary wholesalers that supply food and non-food products to
independent retailers. "Cooperative" wholesalers are wholesalers that are owned
by their retail customers. On the other hand, "voluntary" wholesalers are
wholesalers who, like the Company, are not owned by their retail customers but
sponsor a program under which single-unit or multi-unit independent retailers
may affiliate under a common name. Certain of these competing wholesalers may
also engage in distribution to military commissaries.

         The Company also competes indirectly with the warehouse and
distribution operations of the large integrated grocery store chains. Such
retail grocery store chains own their wholesale operations and self-distribute
their food and non-food products.

         At the wholesale level, the principal methods of competition are price,
quality, breadth and availability of products offered, strength of private label
brands offered, schedules and reliability of deliveries and the range and
quality of services offered, such as store financing and use of store names, and
the services offered to manufacturers of products sold to military commissaries.
The success of the Company's wholesale business also depends upon the ability of
its retail store customers to compete successfully with other retail food
stores.

         The Company also competes on the retail level in a fragmented market
with many organizations of various sizes, ranging from national and regional
retail chains to local chains and privately owned unaffiliated stores. Depending
on the product and location involved, the principal methods of competition at
the retail level are price, quality and assortment, store location and format,
sales promotions, advertising, availability of parking, hours of operation and
store appeal.


                                          7

<PAGE>


         The Company competes directly in its produce marketing operations with
a large number of other firms that pack, ship and market produce. The Company
also competes indirectly with larger, integrated firms that grow, pack, ship and
market produce. The principal methods of competition in this segment are service
provided to growers and the ability to sell produce at the most favorable
prices.

         5.       EMPLOYEES.

         As of January 2, 1999, the Company employed 11,750 persons (5,263 of 
which were employed on a part-time basis). All employees are non-union, 
except 704 employees who are unionized under various bargaining agreements. 
The Company considers its employee relations to be good.

         6.       FORWARD LOOKING STATEMENTS.

         The information contained in this report and in the documents 
incorporated herein by reference include forward-looking statements made 
under the safe harbor provisions of the Private Securities Litigation Reform 
Act of 1995. Such forward-looking statements can be identified by the use of 
words like "believes," "expects," "may," "will," "should," "anticipates," or 
similar expressions, as well as discussions of strategy. Although such 
statements represent management's current expectations based upon available 
data, they are subject to risks, uncertainties and other factors that could 
cause actual results to differ materially from those anticipated. Such risks, 
uncertainties and other factors may include, but are not limited to, the 
ability to: (i) meet debt service obligations and maintain future financial 
flexibility; (ii) respond to continuing competitive pricing pressures; (iii) 
retain existing independent wholesale customers and attract new accounts; 
(iv) address Year 2000 issues as they affect the Company, its customers and 
vendors; and (v) fully integrate acquisitions and realize expected synergies. 
A more detailed description of some of the risk factors is set forth in 
Exhibit 99.1.

ITEM 2.           PROPERTIES.

         The principal executive offices of the Company are located in Edina,
Minnesota, and consist of approximately 68,000 square feet of office space in a
building owned by the Company. The executive office for the Super Food
subsidiary is located in Dayton, Ohio and consists of 8,580 square feet of
leased office space. In addition to these executive offices, the Company leases
an additional 26,250 square feet of office space in Edina, Minnesota and St.
Louis Park, Minnesota as well as 14,580 square feet in Cincinnati, Ohio.

A.       WHOLESALE DISTRIBUTION.

         The locations and sizes of the Company's distribution centers used 
primarily in its wholesale distribution operations are listed below (all of 
which are owned, except as indicated). The distribution center facilities 
that are leased have varying terms, all with remaining terms of less than 20 
years.

<TABLE>
<CAPTION>
                                                                       Approx. Size
             Location                                                  (Square Feet)
             --------                                                  -------------
             <S>                                                       <C>
             Midwest/West:
                       Denver, Colorado (a)                                 335,800
                       Cedar Rapids, Iowa (b)                               399,900
                       St. Cloud, Minnesota                                 329,000
                       Omaha, Nebraska (a)                                  626,900
                       Fargo, North Dakota (c)                              303,800
                       Minot, North Dakota                                  185,200
                       Rapid City, South Dakota (d)                         189,500
                       Sioux Falls, South Dakota (e)                        271,100

             Southeast:
                       Statesboro, Georgia (a) (f)                          287,800



                                          8
<PAGE>


<CAPTION>
                                                                       Approx. Size
             Location                                                  (Square Feet)
             --------                                                  -------------
             <S>                                                       <C>
                       Lumberton, North Carolina (a) (g)                    256,600
                       Rocky Mount, North Carolina (a)                      191,800
                       Bluefield, Virginia                                  187,500

             Super Food Services, Inc.
                       Bellefontaine, Ohio (h)                              868,200
                       Cincinnati, Ohio                                     445,600
                       Bridgeport, Michigan (a)                             604,500

             Total Square Footage                                         5,483,200
</TABLE>


-----------------------------
(a)    Leased facility.
(b)    Includes 48,000 square feet that are leased by the Company.
(c)    Includes 15,000 square feet that are leased by the Company.
(d)    Includes 2,400 square feet that are leased by the Company.
(e)    Includes 75,000 square feet that are leased by the Company.
(f)    Includes 46,400 square feet that are owned by the Company.
(g)    Includes 16,100 square feet of produce warehouse space located in
       Wilmington, North Carolina that are leased by the Company. The warehouse
       is currently being expanded to include an additional 95,900 square feet
       of warehouse space.
(h)    Includes 197,000 square feet that are leased by the Company. This 
       facility is considered by the Company to constitute two distribution 
       centers: (1) Super Food distribution center - distribution of dry 
       groceries, frozen foods, fresh and processed meat products, and a
       variety of non-food products; and (2) General Merchandise Services
       distribution center - distribution of health and beauty care products,
       general merchandise and specialty grocery products.  General Merchandise
       Services, an operating unit of Super Food, utilizes approximately 254,000
       square feet of the total space (owned and leased).

Various of these distribution centers also distribute products to military
commissaries located in their geographic area.

B.       MILITARY DISTRIBUTION.

         The locations and sizes of the Company's distribution centers used 
primarily in its military distribution operations are listed below (each of 
which is leased, except as indicated). The distribution center facilities 
that are leased have varying terms, each with a remaining term of less than 
20 years.

<TABLE>
<CAPTION>

                                                                    Approx. Size
             Location                                               (Square Feet)
             --------                                               -------------
             <S>                                                    <C>
                     Baltimore, Maryland (a)                             350,500
                     Norfolk, Virginia (a) (b)                           568,600

             Total Square Footage                                        919,100
</TABLE>

-----------------------------
(a)   Leased facility.
(b)   Includes 59,250 square feet that are owned by the Company.


                                          9
<PAGE>

C.       RETAIL OPERATIONS.

         As of January 2, 1999, the aggregate square footage of the Company's 
ninety-three (93) retail grocery stores totaled 2,649,650 square feet.

D.       OTHER OPERATIONS.

         Nash-DeCamp has executive offices comprising approximately 11,600
square feet of leased space in an office building located in Visalia,
California. It owns and operates three packing, shipping and/or cold storage
facilities in California in connection with its produce marketing operations,
with total space of approximately 174,000 square feet. In addition to such
storage facilities, Nash-DeCamp also owns approximately 879 acres for the
production of table grapes, 1,110 acres for the production of peaches, plums,
apricots, persimmons and nectarines, 42 acres for the production of citrus, and
252 acres of open ground for future development, all in San Joaquin Valley of
California. Nash-DeCamp also leases 185 acres for the production of tree fruit
located in the San Joaquin Valley and, through a 99%-owned Chilean subsidiary,
approximately 740 acres in Chile for the production of table grapes.

ITEM 3.           LEGAL PROCEEDINGS.

         The Company is subject to ordinary routine legal proceedings incidental
to its business. There are no pending matters, however, which are expected to
have a material impact on the business or financial condition of the Company.

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

         No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this Report.


                                          10
<PAGE>

ITEM 4A.          EXECUTIVE OFFICERS OF THE REGISTRANT.

         The executive officers of the Company, their ages, the year first
elected or appointed as an executive officer and the offices held as of March
31, 1999 are as follows:


<TABLE>
<CAPTION>
                                           Year First Elected or
                                              Appointed as an
Name                              Age        Executive Officer     Title
----                              ---        -----------------     -----
<S>                               <C>      <C>                     <C>
Ron Marshall                      45               1998            President and Chief Executive Officer
John A. Haedicke                  46               1999            Exec. Vice President, Chief Financial and
                                                                   Administrative Officer
Bruce A. Cross                    47               1998            Sr. Vice President and Chief Information Officer
John M. McCurry                   50               1996            Sr. Vice President - Wholesale Operations
William A. Merrigan               54               1998            Sr. Vice President - Distribution & Logistics
Norman R. Soland                  58               1986            Sr. Vice President, Secretary and General Counsel
Mark Ahlstrom                     43               1999            Vice President - Category Management
Arthur L. Keeney                  46               1998            Vice President - Corporate Retail Stores
Gerald D. Maurice                 65               1993            Vice President - Store Development
Charles F. Ramsbacher             56               1991            Vice President - Marketing
John R. Scherer                   48               1994            Vice President and Chief Financial Officer
Suzanne S. Allen                  34               1996            Treasurer
Lawrence A. Wojtasiak             53               1990            Controller
</TABLE>



         There are no family relationships between or among any of the executive
officers or directors of the Company. Executive officers of the Company are
elected by the Board of Directors for one-year terms, commencing with their
election at the first meeting of the Board of Directors immediately following
the annual meeting of stockholders and continuing until the next such meeting of
the Board of Directors.

         Mr. Marshall was elected as President and Chief Executive Officer as of
June 1, 1998. Mr. Marshall previously served as Executive Vice President and
Chief Financial Officer of Pathmark Stores, Inc. (a retail grocery store chain)
from September 1994 to May 1998 and as Senior Vice President and Chief Financial
Officer of Dart Group Corporation (a retailer of groceries, auto parts and
books) from November 1991 to September 1994.

         Mr. Haedicke was elected as Executive Vice President, Chief Financial
and Administrative Officer as of March 1, 1999. Mr. Haedicke previously served
as Executive Vice President and Chief Operating Officer of OneSource, a
third-party warehousing and consolidation service division of C&S Wholesale
Grocers, Inc. (a food wholesaler) from March 1997 to February 1999, Vice
President of Finance (ECR Division) of Kraft Foods, Inc. from September 1994 to
March 1997, and as Director, Activity Based Costing, of Coca-Cola Company from
December 1990 to September 1994.


                                          11
<PAGE>

         Mr. Cross was elected as Senior Vice President, Chief Information
Officer as of September 29, 1998. Mr. Cross previously served as Senior Project
Executive for IBM Global Services from January 1995 to September 1998 and as
Director of Information Services for Safeway, Inc. (a retail grocery store
chain) from May 1988 to May 1994.

         Mr. McCurry was elected as Senior Vice President - Wholesale Operations
as of January 3, 1999. He previously served as Vice President, Independent Store
Operations from May 1996 to January 1999 and as Director of Independent Store
Operations from August 1993 to May 1996.

         Mr. Merrigan was elected as Senior Vice President - Distribution and
Logistics as of November 30, 1998. He previously served as Vice President -
Logistics for Wakefern Food Corp. (a cooperative wholesale food distributor)
from August 1986 to November 1998.

         Mr. Soland was elected as Senior Vice President on July 14, 1998, and
has served as Secretary and General Counsel since January 1986. He served as
Vice President, Secretary and General Counsel from May 1988 to July 1998.

         Mr. Ahlstrom was elected as Vice President - Category Management on
February 17, 1999. He previously served as National Product Manager for American
Stores Company (a retail grocery store chain) from May 1996 to February 1999,
and as Director of Grocery for Ralphs Grocery Company (a retail grocery store
chain) from January 1994 to May 1996.

         Mr. Keeney was elected as Vice President - Corporate Retail Stores on
July 14, 1998. He previously served as Director of Sales and Advertising for the
Super K Division of Kmart Corporation, from July 1995 to June 1998, as well as
its Director of Grocery Operations from December 1993 to July 1995.

         Mr. Maurice was elected Vice President, Store Development in May 1993.
He previously served as an operating Vice President and division manager for
more than five years.

         Mr. Ramsbacher has served as Vice President, Marketing since May 1991.

         Mr. Scherer was appointed as Chief Financial Officer in November 1995
and elected as Vice President effective as of December 1994. He previously
served as Vice President, Planning and Financial Services from December 1994 to
November 1995, and as Director of Strategic Planning and Financial Services from
April 1994 to December 1994.

         Ms. Allen was elected as Treasurer effective as of January 1996. She
previously served as Assistant Treasurer from May 1995 to January 1996, and
Treasury Manager from January 1993 to May 1995.

         Mr. Wojtasiak has served as Controller since May 1990.


                                          12
<PAGE>

                                     PART II

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

         The information under the caption "Price Range of Common Stock and
Dividends" on page 22 of the Company's 1998 Annual Report is incorporated herein
by reference.

ITEM 6.           SELECTED FINANCIAL DATA

         The financial information under the caption "Consolidated Summary of
Operations" on pages 38 and 39 of the Company's 1998 Annual Report is
incorporated herein by reference.

ITEM 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

         The information under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" on pages 18-22 of the
Company's 1998 Annual Report is incorporated herein by reference.

ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The information under the caption "Liquidity and Capital Resources" 
on pages 21-22 of the Company's 1998 Annual Report is incorporated herein by 
reference.

ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Company's Consolidated Financial Statements and the report of its
independent auditors on pages 22-36 of the Company's 1998 Annual Report are
incorporated herein by reference, as is the unaudited information set forth
under the caption "Quarterly Financial Information" on page 37.

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

         Not applicable.

                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

A.       DIRECTORS OF THE REGISTRANT.

         The information under the captions "Election of Directors--Information
About Directors and Nominees" and "Election of Directors--Other Information
About Directors and Nominees" in the Company's 1999 Proxy Statement is
incorporated herein by reference.


                                          13
<PAGE>
B.       EXECUTIVE OFFICERS OF THE REGISTRANT.

         Information concerning executive officers of the Company is included in
this Report under Item 4A, "Executive Officers of the Registrant".

C.       COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT OF 1934.

         Information under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's 1999 Proxy Statement is incorporated
herein by reference.

ITEM 11.          EXECUTIVE COMPENSATION

         The information under the captions "Election of Directors--Compensation
of Directors" and "Executive Compensation and Other Benefits" in the Company's
1999 Proxy Statement is incorporated herein by reference.

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information under the captions "Security Ownership of Certain
Beneficial Owners" and "Security Ownership of Management" in the Company's 1999
Proxy Statement is incorporated herein by reference.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information under the captions "Election of Directors--Other
Information About Directors and Nominees" and "Executive Compensation and Other
Benefits--Indebtedness of Management" in the Company's 1999 Proxy Statement is
incorporated herein by reference.


                                     PART IV

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

A.       FINANCIAL STATEMENTS.

         The following Financial Statements are incorporated herein by reference
from the pages indicated in the Company's 1998 Annual Report:

         -     Independent Auditors' Report -- page 22

         -     Consolidated Statements of Operations for the fiscal years
               ended January 2, 1999, January 3, 1998, and December 28, 1996
               -- page 23

         -     Consolidated Balance Sheets as of January 2, 1999 and January 3,
               1998 -- page 24

         -     Consolidated Statements of Cash Flows for the fiscal years 
               ended January 2, 1999, January 3, 1998, and December 28, 1996 -- 
               page 25.

         -     Consolidated Statements of Stockholders' Equity for the fiscal 
               years ended January 2, 1999, January 3, 1998, and December 28, 
               1996 -- page 26


                                          14
<PAGE>

         -     Notes to Consolidated Financial Statements -- pages 27-36

B.       FINANCIAL STATEMENT SCHEDULE.

         The following financial statement schedules are included herein and
should be read in conjunction with the consolidated financial statements
referred to above (page numbers refer to pages in this Report):

         -     Valuation and Qualifying Accounts - page 18

         -     Other Schedules.  Other schedules are omitted because the
               required information is either inapplicable or presented in the
               consolidated financial statements or related notes.

C.       EXHIBITS.

         The exhibits to this Report are listed in the Exhibit Index on pages
E-1 to E-9 herein.

         A copy of any of these exhibits will be furnished at a reasonable cost
to any person who was a stockholder of the Company as of March 22, 1999, upon
receipt from any such person of a written request for any such exhibit. Such
request should be sent to Nash Finch Company, 7600 France Avenue South, P.O. Box
355, Minneapolis, Minnesota, 55440-0355, Attention: Secretary.

         The following is a list of each management contract or compensatory
plan or arrangement required to be filed as an exhibit to this Annual Report on
Form 10-K pursuant to Item 14(c):

         1.       Nash Finch Profit Sharing Plan - 1994 Revision and Nash
                  Finch Profit Sharing Trust Agreement (as restated effective
                  January 1, 1994) (incorporated by reference to Exhibit 10.6 to
                  the Company's Annual Report on Form 10-K for the fiscal year
                  ended January 1, 1994 (File No. 0-785)).

         2.       Nash Finch Profit Sharing Plan - 1994 Revision - First
                  Declaration of Amendment (incorporated by reference to Exhibit
                  10.7 to the Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1994 (File No. 0-785)).

         3.       Nash Finch Profit Sharing Plan - 1994 Revision - Second
                  Declaration of Amendment (incorporated by reference to Exhibit
                  10.10 to the Company's Annual Report on Form 10-K for the
                  fiscal year ended December 30, 1995 (File No. 0-785)).

         4.       Nash Finch Profit Sharing Plan - 1994 Revision - Third
                  Declaration of Amendment (incorporated by reference to Exhibit
                  10.22 to the Company's Annual Report on Form 10-K for the
                  fiscal year ended January 3, 1998 (File No. 0-785)).

         5.       Nash Finch Profit Sharing Plan - 1994 Revision - Fourth
                  Declaration of Amendment (incorporated by reference to Exhibit
                  10.23 to the Company's Annual Report on Form 10-K for the
                  fiscal year ended January 3, 1998 (File No. 0-785)).


                                          15
<PAGE>

         6.       Nash Finch Profit Sharing Plan - 1994 Revision - Fifth
                  Declaration of Amendment (incorporated by reference to Exhibit
                  10.24 to the Company's Annual Report on Form 10-K for the
                  fiscal year ended January 3, 1998 (File No. 0-785)).

         7.       Nash Finch Executive Incentive Bonus and Deferred
                  Compensation Plan (as amended and restated effective December
                  31, 1993) (incorporated by reference to Exhibit 10.7 to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  January 1, 1994 (File No. 0-785)).

         8.       Excerpts from minutes of the November 11, 1986 meeting of 
                  the Board of Directors regarding Nash Finch Pension Plan, as 
                  amended (incorporated by reference to Exhibit 10.9 to the 
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  January 3, 1987 (File No. 0-785)).

         9.       Excerpts from minutes of the November 21, 1995 meeting of 
                  the Board of Directors regarding Nash Finch Pension Plan, as
                  amended (incorporated by reference to Exhibit 10.13 to the 
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 30, 1995 (File No. 0-785)).

         10.      Excerpts from minutes of the April 9, 1996 meeting of the  
                  Board of Directors regarding director compensation 
                  (incorporated by reference to Exhibit 10.22 to the Company's
                  Annual Report on Form 10-K for the fiscal year ended December
                  28, 1996 (File No. 0-785)).

         11.      Excerpts from minutes of the November 19, 1996 meeting of 
                  the Board of Directors regarding director compensation 
                  (incorporated by reference to Exhibit 10.23 to the Company's
                  Annual Report on Form 10-K for the fiscal year ended December
                  28, 1996 (File No. 0-785)).

         12.      Form of letter agreement specifying benefits in the event
                  of termination of employment following a change in control of
                  Nash Finch (incorporated by reference to Exhibit 10.20 to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 29, 1990 (File No. 0-785)).

         13.      Nash Finch Income Deferral Plan (incorporated by reference
                  to Exhibit 10.17 to the Company's Annual Report on Form 10-K
                  for the fiscal year ended January 1, 1994 (File No. 0-785)).

         14.      Nash Finch 1994 Stock Incentive Plan, as amended
                  (incorporated by reference to Exhibit 10.2 to the Company's
                  Quarterly Report on Form 10-Q for the period ended June 14,
                  1997 (File No. 0-785)).

         15.      Nash Finch 1995 Director Stock Option Plan (incorporated
                  by reference to Exhibit 10.2 to the Company's Quarterly Report
                  on Form 10-Q for the period ended June 17, 1995 (File No.
                  0-785)).

         16.      Nash Finch 1997 Non-Employee Director Stock Compensation
                  Plan (incorporated by reference to Exhibit 10.1 to the
                  Company's Quarterly Report on Form 10-Q for the period ended
                  June 14, 1997 (File No. 0-785)).

         17.      Excerpts from minutes of the November 17, 1998 meeting of 
                  the Board of Directors regarding director compensation (filed
                  herewith as Exhibit 10.35)


                                          16
<PAGE>

         18.      Retirement Agreement dated as of May 12, 1998 between
                  Alfred N. Flaten and the Company (incorporated by reference to
                  Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
                  for the period ended October 10, 1998 (File No. 0-785)).

         19.      Offer of Employment to Ron Marshall dated May 7, 1998 from 
                  Donald R. Miller, Board Chair (filed herewith).

D.       REPORTS ON FORM 8-K:

         No reports on Form 8-K were filed during the fourth quarter of the
fiscal year ended January 2, 1999.


                                          17

<PAGE>

                     NASH FINCH COMPANY AND SUBSIDIARIES            SCHEDULE II
                      VALUATION AND QUALIFYING ACCOUNTS
   FISCAL YEARS ENDED JANUARY 2, 1999 JANUARY 3, 1998 AND DECEMBER 28, 1996
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                           Additions               
                                                                            -----------------------------------      
                                                          Balance at          Charged to                             
                                                          beginning           costs and              Due to          
   Description                                            of year              expenses           acquisitions       
---------------------------------                       ------------        -------------       ---------------      
<S>                                                     <C>                 <C>                 <C>
52 weeks ended December 28, 1996:
   Allowance for doubtful receivables (c)                    $4,880                1,893                23,314       

   Provision for losses relating to
     leases on closed locations                               2,758                  195                 2,599       
                                                        ------------        -------------       ---------------      

                                                             $7,638                2,088                25,913       
                                                        ------------        -------------       ---------------      
                                                        ------------        -------------       ---------------      

53 weeks ended January 3, 1998:
   Allowance for doubtful receivables (c)                  $ 28,093                5,055                 --

   Provision for losses relating to                      
     leases on closed locations                               4,878                  393                 --
                                                        ------------        -------------       ---------------      

                                                            $32,971                5,448                 --
                                                        ------------        -------------       ---------------      
                                                        ------------        -------------       ---------------      

52 weeks ended January 2, 1999:
   Allowance for doubtful receivables (c)                   $26,668               10,637                 --

   Provision for losses relating to
     leases on closed locations                               4,317                4,205                 --
                                                        ------------        -------------       ---------------      

                                                            $30,985               14,842                 --
                                                        ------------        -------------       ---------------      
                                                        ------------        -------------       ---------------      

<CAPTION>

                                                              Charged                                            
                                                             (credited)                               Balance    
                                                              to other                                at end     
   Description                                                accounts           Deductions           of year    
---------------------------------                           ------------       -------------        ----------   
<S>                                                         <C>                 <C>                 <C>
52 weeks ended December 28, 1996:                                                                                
   Allowance for doubtful receivables (c)                           126 (a)           2,120 (b)        28,093    
                                                                                                                 
   Provision for losses relating to                                                                              
     leases on closed locations                                    --                   674 (d)         4,878    
                                                            ------------       -------------        ----------   
                                                                                                                 
                                                                    126               2,794            32,971    
                                                            ------------       -------------        ----------   
                                                            ------------       -------------        ----------   
                                                                                                                 
53 weeks ended January 3, 1998:                                                                                  
   Allowance for doubtful receivables (c)                            67 (a)           6,547 (d)        26,668    
                                                                                                                 
   Provision for losses relating to                                                                              
     leases on closed locations                                    --                   954 (d)         4,317    
                                                            ------------       -------------        ----------   
                                                                                                                 
                                                                     67               7,501            30,985    
                                                            ------------       -------------        ----------   
                                                            ------------       -------------        ----------   
                                                                                                                 
52 weeks ended January 2, 1999:                                                                                  
   Allowance for doubtful receivables (c)                             7 (a)           2,895 (b)        34,417    
                                                                                                                 
   Provision for losses relating to                                                                              
     leases on closed locations                                    --                 2,286 (d)         6,236    
                                                            ------------       -------------        ----------   
                                                                                                                 
                                                                      7               5,181            40,653    
                                                            ------------       -------------        ----------   
                                                            ------------       -------------        ----------   

</TABLE>

(a)   Recoveries on accounts previously charged off.
(b)   Accounts charged off.
(c)   Includes current and non-current receivables.
(d)   Payments of lease obligations.

<PAGE>

                                   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.

Dated:  April 2, 1999                         NASH-FINCH COMPANY

                                              By /s/ Ron Marshall
                                                 -------------------------------
                                                   Ron Marshall
                                                   President, Chief Executive
                                                   Officer, and Director

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on April 2, 1999 by the following persons on behalf
of the Registrant and in the capacities indicated.



<TABLE>
<S>                                                           <C>
/s/ Ron Marshall                                              /s/ Lawrence A. Wojtasiak
----------------------------------------------------          --------------------------------------------
Ron Marshall, President,                                      Lawrence A. Wojtasiak, Controller (Principal
Chief Executive Officer (Principal Executive                  Accounting Officer)
Officer) and Director


/s/ John A. Haedicke                                          /s/ Carole F. Bitter
----------------------------------------------------          --------------------------------------------
John A. Haedicke, Chief Financial and                         Carole F. Bitter, Director
Administrative Officer (Principal Financial Officer)


/s/ Richard A. Fisher                                         /s/ Jerry L. Ford
----------------------------------------------------          --------------------------------------------
Richard A. Fisher, Director                                   Jerry L. Ford, Director


/s/ Allister P. Graham                                        /s/ John H. Grunewald
----------------------------------------------------          --------------------------------------------
Allister P. Graham, Director                                  John H. Grunewald, Director


/s/ Richard G. Lareau                                         /s/ Donald R. Miller
----------------------------------------------------          --------------------------------------------
Richard G. Lareau, Director                                   Donald R. Miller, Director


/s/ Robert F. Nash                                            /s/ Jerome O. Rodysill
----------------------------------------------------          --------------------------------------------
Robert F. Nash, Director                                      Jerome O. Rodysill, Director



----------------------------------------------------
William R. Voss, Director
</TABLE>


<PAGE>

                               NASH FINCH COMPANY

                         EXHIBIT INDEX TO ANNUAL REPORT
                                  ON FORM 10-K
                      For Fiscal Year Ended January 2, 1999

<TABLE>
<CAPTION>
Item
 No.      Item                                       Method of Filing
----      ----                                       ----------------
<S>      <C>                                         <C>
2.1      Agreement and Plan of
         Merger dated as of October 8,
         1996 among the Company, NFC
         Acquisition Corporation,
         and Super Food Services, Inc.               Incorporated by reference
                                                     to Exhibit 2.1 to the
                                                     Company's Current Report on
                                                     Form 8-K dated November 22,
                                                     1996 (File No. 0-785).

3.1      Restated Certificate of
         Incorporation of the
         Company                                     Incorporated by reference
                                                     to Exhibit 3.1 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 28,
                                                     1985 (File No. 0-785).

3.2      Amendment to Restated
         Certificate of Incorporation
         of the Company, effective
         May 29, 1986                                Incorporated by reference
                                                     to Exhibit 19.1 to the
                                                     Company's Quarterly Report
                                                     on Form 10-Q for the
                                                     quarter ended October 4,
                                                     1986 (File No. 0-785).

3.3      Amendment to Restated
         Certificate of Incorporation
         of the Company, effective
         May 15, 1987                                Incorporated by reference
                                                     to Exhibit 4.5 to the
                                                     Company's Registration
                                                     Statement on Form S-3
                                                     (File No. 33-14871).

3.4      Bylaws of the Company
         as amended, effective
         November 21, 1995                           Incorporated by reference
                                                     to Exhibit 3.4 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 30,
                                                     1995 (File No. 0-785).


                                      E-1

<PAGE>

<CAPTION>
Item
 No.      Item                                       Method of Filing
----      ----                                       ----------------
<S>      <C>                                         <C>
4.1      Stockholder Rights
         Agreement, dated
         February 13, 1996, between
         the Company and Norwest
         Bank Minnesota,
         National Association                        Incorporated by reference 
                                                     to Exhibit 4 to the 
                                                     Company's Current Report 
                                                     on Form 8-K dated 
                                                     February 13, 1996 (File 
                                                     No. 0-785).

4.2      Indenture dated as of April 24,
         1998 between the Company, the
         Guarantors, and U.S. Bank Trust
         National Association                        Incorporated by 
                                                     reference to Exhibit 4.2 
                                                     to the Company's 
                                                     Registration Statement 
                                                     on Form S-4 filed May 
                                                     22, 1998 (File No. 
                                                     333-53363).

4.3      Form of Company's 8.5% Senior
         Subordinated Notes due 2008
         Series A                                    Incorporated by 
                                                     reference to Exhibit 4.2 
                                                     to the Company's 
                                                     Quarterly Report on Form 
                                                     10-Q for the quarter 
                                                     ended June 20, 1998 
                                                     (File No. 0-785).

4.4      Form of Company's 8.5% Senior
         Subordinated Notes due 2008
         Series B                                    Incorporated by reference 
                                                     to Exhibit 4.3 to the  
                                                     Company's Quarterly 
                                                     Report  on Form 10-Q for 
                                                     the  quarter ended June 
                                                     20, 1998  (File No. 
                                                     0-785).

10.1     Note Agreements, dated
         September 15, 1987, between
         the Company and IDS Life
         Insurance Company, and
         between the Company and IDS
         Life Insurance Company of New
         York ("1987 Note Agreements")               Incorporated by reference
                                                     to Exhibit 19.1 to the
                                                     Company's Quarterly Report
                                                     on Form 10-Q for the
                                                     quarter ended October 10,
                                                     1987 (File No. 0-785).

10.2     Note Agreements, dated
         September 29, 1989,
         between the Company
         and Nationwide Life Insurance
         Company, and between the
         Company and West Coast Life
         Insurance Company
         ("1989 Note Agreements")                    Incorporated by reference
                                                     to Exhibit 19.1 to the
                                                     Company's Quarterly Report
                                                     on Form 10-Q for the
                                                     quarter ended October 7,
                                                     1989 (File No. 0-785).


                                         E-2
<PAGE>

<CAPTION>
Item
 No.      Item                                       Method of Filing
----      ----                                       ----------------
<S>      <C>                                         <C>
10.3     Note Agreements dated
         March 22, 1991, between the
         Company and The Minnesota
         Mutual Life Insurance
         Company, and between the
         Company and The Minnesota
         Mutual Life Insurance Company
         - Separate Account F
         ("1991 Note Agreements")                    Incorporated by reference
                                                     to Exhibit 19.1 to the
                                                     Company's Quarterly Report
                                                     on Form 10-Q for the
                                                     quarter ended March 23,
                                                     1991 (File No. 0-785).

10.4     Note Agreements, dated as of
         February 15, 1993, between
         the Company and Principal
         Mutual Life Insurance Company,
         and between the Company and
         Aid Association for Lutherans
         ("1993 Note Agreements")                    Incorporated by reference
                                                     to Exhibit 19.1 to the
                                                     Company's Quarterly Report
                                                     on Form 10-Q for the
                                                     quarter ended March 27,
                                                     1993 (File No. 0-785).

10.5     Note Agreements, dated March 22,
         1996, between the Company and
         The Variable Annuity Life Insurance
         Company, Independent Life and
         Accident Insurance Company,
         Northern Life Insurance Company,
         and Northwestern National Life
         Insurance Company
         ("1996 Note Agreements")                    Incorporated by reference
                                                     to Exhibit 10.6 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 30,
                                                     1995 (File No. 0-785).

10.6     First Amendment to the
         1987 Note Agreements, 1989
         Note Agreements, 1991 Note
         Agreements, 1993 Note
         Agreements, and 1996 Note
         Agreements dated
         as of November 15, 1996                     Incorporated by reference
                                                     to Exhibit 10.6 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 28,
                                                     1996 (File No. 0-785).


                                         E-3
<PAGE>

<CAPTION>
Item
 No.      Item                                       Method of Filing
----      ----                                       ----------------
<S>      <C>                                         <C>
10.7     Second Amendment to the
         1987 Note Agreements, 1989
         Note Agreements, 1991 Note
         Agreements, 1993 Note
         Agreements, and 1996 Note
         Agreements dated
         as of November 15, 1996                     Incorporated by reference
                                                     to Exhibit 10.7 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 28,
                                                     1996 (File No. 0-785).

10.8     Third Amendment to the
         1987 Note Agreements dated
         as of January 15, 1997                      Incorporated by reference
                                                     to Exhibit 10.8 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 28,
                                                     1996 (File No. 0-785).

10.9     Third Amendment to the
         1989 Note Agreements dated
         as of January 15, 1997                      Incorporated by reference
                                                     to Exhibit 10.9 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 28,
                                                     1996 (File No. 0-785).

10.10    Third Amendment to the
         1991 Note Agreements dated
         as of January 15, 1997                      Incorporated by reference
                                                     to Exhibit 10.10 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 28,
                                                     1996 (File No. 0-785).

10.11    Third Amendment to the
         1993 Note Agreements dated
         as of January 15, 1997                      Incorporated by reference
                                                     to Exhibit 10.11 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 28,
                                                     1996 (File No. 0-785).

10.12    Third Amendment to the
         1996 Note Agreements dated
         as of January 15, 1997                      Incorporated by reference
                                                     to Exhibit 10.12 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 28,
                                                     1996 (File No. 0-785).


                                         E-4
<PAGE>

<CAPTION>
Item
 No.      Item                                       Method of Filing
----      ----                                       ----------------
<S>      <C>                                         <C>
10.13    Note Agreements dated
         November 1, 1989, between
         Super Food Services, Inc. and
         Nationwide Life Insurance Co.,
 .        Employers Life Insurance
         Company of Wausau, and
         West Coast Life Insurance
         Company ("SFS 1989 Note
         Agreements")                                Incorporated by reference
                                                     to Exhibit 10.13 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 28,
                                                     1996 (File No. 0-785).

10.14    Credit Agreement dated as of
         October 8, 1996 among the
         Company, NFC Acquisition
         Corp., Harris Trust and Savings
         Bank, as Administrative Agent,
         and Bank of Montreal and PNC
         Bank, N.A., as Co-Syndication
         Agents ("Credit Agreement")                 Incorporated by reference
                                                     to Exhibit 10.2 to the
                                                     Company's Quarterly Report
                                                     on Form 10-Q for the
                                                     quarter ended October 5,
                                                     1996 (File No. 0-785).

10.15    First Amendment to Credit
         Agreement dated as of
         December 18, 1996                           Incorporated by reference
                                                     to Exhibit 10.15 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 28,
                                                     1996 (File No. 0-785).

10.16    Second Amendment to Credit
         Agreement dated as of
         November 10, 1997                           Incorporated by reference
                                                     to Exhibit 10.16 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended January 3, 1998
                                                     (File No. 0-785).

10.17    Fourth Amendment to the
         1996 Note Agreements dated
         as of December 1, 1997                      Incorporated by reference
                                                     to Exhibit 10.17 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended January 3, 1998
                                                     (File No. 0-785).


                                         E-5
<PAGE>

<CAPTION>
Item
 No.      Item                                       Method of Filing
----      ----                                       ----------------
<S>      <C>                                         <C>
10.18    Assumption Agreement and
         Amended and Restated Note
         Agreement dated as of
         January 31, 1997, between the
         Company, Nationwide Life
         Insurance Company, Employers
         Life Insurance Company of
         Wausau, and West Coast Life
         Insurance Company (amending
         and restating the SFS 1989
         Note Agreements)                            Incorporated by reference
                                                     to Exhibit 10.18 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended January 3, 1998
                                                     (File No. 0-785).

10.19    Nash Finch Profit Sharing
         Plan--1994 Revision and
         Nash Finch Profit Sharing
         Trust Agreement (as restated
         effective January 1, 1994)                  Incorporated by reference
                                                     to Exhibit 10.6 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended January 1, 1994
                                                     (File No. 0-785).

10.20    Nash Finch Profit Sharing
         Plan -- 1994 Revision --
         First Declaration of
         Amendment                                   Incorporated by reference
                                                     to Exhibit 10.7 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 31,
                                                     1994 (File No. 0-785).

10.21    Nash Finch Profit Sharing
         Plan -- 1994 Revision --
         Second Declaration of
         Amendment                                   Incorporated by reference
                                                     to Exhibit 10.10 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 30,
                                                     1995 (File No. 0-785).

10.22    Nash Finch Profit Sharing
         Plan -- 1994 Revision --
         Third Declaration of
         Amendment                                   Incorporated by reference
                                                     to Exhibit 10.22 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended January 3, 1998
                                                     (File No. 0-785).


                                         E-6
<PAGE>

<CAPTION>
Item
 No.      Item                                       Method of Filing
----      ----                                       ----------------
<S>      <C>                                         <C>
10.23    Nash Finch Profit Sharing
         Plan -- 1994 Revision --
         Fourth Declaration of
         Amendment                                   Incorporated by reference
                                                     to Exhibit 10.23 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended January 3, 1998
                                                     (File No. 0-785).

10.24    Nash Finch Profit Sharing
         Plan -- 1994 Revision --
         Fifth Declaration of
         Amendment                                   Incorporated by reference
                                                     to Exhibit 10.24 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended January 3, 1998
                                                     (File No. 0-785).

10.25    Nash Finch Executive
         Incentive Bonus and
         Deferred Compensation Plan
         (as amended and restated
         effective December 31, 1993)                Incorporated by reference
                                                     to Exhibit 10.7 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended January 1, 1994
                                                     (File No. 0-785).

10.26    Excerpts from minutes of the 
         November 11, 1986 meeting of 
         the Board of Directors
         regarding Nash Finch
         Pension Plan, as amended
         effective January 2, 1966                   Incorporated by reference
                                                     to Exhibit 10.9 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended January 3, 1987
                                                     ( File No. 0-785).

10.27    Excerpts from minutes of the
         November 21, 1995 meeting of 
         the Board of Directors
         regarding Nash Finch Pension
         Plan, as amended                            Incorporated by reference
                                                     to Exhibit 10.13 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 30,
                                                     1995 (File No. 0-785).

10.28    Excerpts from minutes of the
         April 9, 1996 meeting of
         the Board of Directors 
         regarding director compensation             Incorporated by reference
                                                     to Exhibit 10.22 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 28,
                                                     1996 (File No. 0-785).

10.29    Excerpts from minutes of the
         November 19, 1996 meeting of
         the Board of Directors 
         regarding director compensation             Incorporated by reference
                                                     to Exhibit 10.23 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 28,
                                                     1996 (File No. 0-785).


                                         E-7
<PAGE>

<CAPTION>
Item
 No.      Item                                       Method of Filing
----      ----                                       ----------------
<S>      <C>                                         <C>
10.30    Form of Letter Agreement
         Specifying Benefits in the
         Event of Termination of
         Employment Following a
         Change in Control of Company                Incorporated by reference
                                                     to Exhibit 10.20 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended December 29,
                                                     1990 (File No. 0-785).

10.31    Nash Finch Income
         Deferral Plan                               Incorporated by reference
                                                     to Exhibit 10.17 to the
                                                     Company's Annual Report on
                                                     Form 10-K for the fiscal
                                                     year ended January 1, 1994
                                                     (File No. 0-785).

10.32    Nash Finch 1994
         Stock Incentive Plan, as amended            Incorporated by reference
                                                     to Exhibit 10.2 to the
                                                     Company's Quarterly Report
                                                     on Form 10-Q for the
                                                     period ended June 14, 1997
                                                     (File No. 0-785).

10.33    Nash Finch 1995 Director
         Stock Option Plan                           Incorporated by reference
                                                     to Exhibit 10.2 to the
                                                     Company's Quarterly Report
                                                     on Form 10-Q for the
                                                     period ended June 17, 1995
                                                     (File No. 0-785).

10.34    Nash Finch 1997 Non-Employee
         Director Stock Compensation Plan            Incorporated by reference
                                                     to Exhibit 10.1 to the
                                                     Company's Quarterly Report
                                                     on Form 10-Q for the
                                                     period ended June 14, 1997
                                                     (File No. 0-785).

10.35    Excerpts from minutes of the
         November 17, 1998 meeting of
         the Board of Directors 
         regarding director compensation             Filed herewith.

10.36    Third Amendment to the Credit
         Agreement                                   Incorporated by reference
                                                     to Exhibit 10.1 to the
                                                     Company's Quarterly Report
                                                     on Form 10-Q for the
                                                     period ended March 28,
                                                     1998 (File No. 0-785).

10.37    Fourth Amendment to the Credit
         Agreement                                   Filed herewith.

10.38    Retirement Agreement dated as of
         May 12, 1998 between Alfred N.
         Flaten and the Company                      Incorporated by reference
                                                     to Exhibit 10.1 to the
                                                     Company's Quarterly Report
                                                     on Form 10-Q for the
                                                     period ended October 10,
                                                     1998 (File No. 0-785).


                                         E-8
<PAGE>

<CAPTION>
Item
 No.      Item                                       Method of Filing
----      ----                                       ----------------
<S>      <C>                                         <C>
10.39    Offer of Employment to Ron
         Marshall dated May 7, 1998 from
         Donald R. Miller, Board Chair               Filed herewith.

13.1     1998 Annual Report to
         Stockholders (selected portions
         of pages 18-39)                             Filed herewith.

21.1     Subsidiaries of the Company                 Filed herewith.

23.1     Consent of Ernst & Young LLP                Filed herewith.

27.1     Financial Data Schedule                     Filed herewith.

99.1     Risk Factors                                Filed herewith.
</TABLE>

                                         E-9