<PAGE>
                                   CONTENTS


                      SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.   20549

                                  FORM 10-K

             [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the Fiscal Year Ended: December 30, 1995

           [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the Transition Period From ____ To _____

                       Commission File Number: 0-15590
                         QUALITY FOOD CENTERS, INC.
                         --------------------------
            (Exact name of registrant as specified in its charter)

            Washington                                   91-1330075
   -------------------------------         -----------------------------------
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

10112 N.E. 10th Street, Bellevue, Washington                98004  
--------------------------------------------             ----------
  (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:    (206)  455-3761
                                                       ---------------

Securities Registered Pursuant to Section 12(b) of the Act:  NONE

Securities Registered Pursuant to Section 12(g) of the Act:  Common Stock,
                                                   $.001 par value

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

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

    The aggregate market value of the voting stock held by nonaffiliates of 
the Registrant, computed by reference to the price at which the stock was 
sold as of the close of business on March 20, 1996:  $179,261,924

Number of shares of Registrant's common stock, $.001 par value, outstanding 
as of March 20, 1996:  14,445,107

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the fiscal year ended 
December 30, 1995 are incorporated by reference into Part II and Part IV of 
this Form 10-K.

Portions of the definitive Proxy Statement relating to the 1996 Annual 
Meeting of Shareholders are incorporated by reference into Part III of this 
Form 10-K.

                                       1

<PAGE>

                                    CONTENTS

                                                                           PAGE
                                                                           ----
                                     PART I

Item  1.  Business                                                            3

Item  2.  Properties                                                          9

Item  3.  Legal Proceedings                                                  10

Item  4.  Submission of Matters to a Vote
          of Security Holders                                                10

                                     PART II

Item  5.  Market for the Company's Common Stock
          and Related Shareholder Matters                                    11

Item  6.  Selected Financial Data (incorporated by
          reference from the Company's 1995 Annual
          Report to Shareholders)                                            12

Item  7.  Management's Discussion and Analysis of 
          Financial Condition and Results of Operations
          (incorporated by reference from the Company's
          1995 Annual Report to Shareholders)                                12

Item  8.  Financial Statements and Supplementary Data
          (incorporated by reference from the Company's
          1995 Annual Report to Shareholders)                                12

Item  9.  Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure                             13

                                     PART III

Item 10.  Directors and Executive Officers of the
          Registrant (incorporated by reference from
          the Company's Proxy Statement, except for
          information regarding executive officers)                          13

Item 11.  Executive Compensation (incorporated by
          reference from the Company's Proxy Statement)                      13

Item 12.  Security Ownership of Certain Beneficial 
          Owners and Management (incorporated by
          reference from the Company's Proxy Statement)                      13

Item 13.  Certain Relationships and Related
          Transactions (incorporated by reference
          from the Company's Proxy Statement)                                14

                                     PART IV

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

                                        2

<PAGE>


                                     PART I

ITEM 1  - BUSINESS

(a)  GENERAL DEVELOPMENT OF THE BUSINESS

The Registrant, Quality Food Centers, Inc. (the "Company" or "QFC"), is the 
second largest supermarket chain and the largest independent supermarket 
chain in the Seattle/Puget Sound area of Washington State.  The Company began 
operations in 1954 with four stores and has grown through acquisition and new 
store development to 62 stores today.

As part of a recapitalization, on March 2, 1995, the Company purchased 
7,000,000 shares of its common stock through a self-tender offer at a price 
of $25.00 per share.  In addition, the Company sold 1,000,000 shares of its 
common stock to Zell/Chilmark Fund L.P. (Zell/Chilmark) at $25.00 per share 
on March 29, 1995. Zell/Chilmark also acquired 2,975,000 shares from the 
Company's chairman and chief executive officer in a separate transaction on 
January 16, 1996.  In March 1995, the Company borrowed approximately 
$174,000,000 under a new $220,000,000 senior credit facility ("the Credit 
Facility") to finance (i) the $24 million of long-term debt assumed in the 
Olson's merger described under "Expansion Through New Stores" below and (ii) 
the repurchase of its shares pursuant to the self-tender offer.  Due to these 
developments, the Company's financial statements have changed significantly, 
reflecting lower cash balances, a significant reduction in shareholders' 
equity and increase in long-term debt, and a related reduction in interest 
income and increase in interest expense.

(b)  INDUSTRY SEGMENTS

The Company has only one industry segment - the operation of retail 
supermarkets.

(c)  DESCRIPTION OF BUSINESS

(i)  General

The Company emphasizes superior customer service, high quality perishables, 
competitive prices and convenient store locations in stable and growing 
areas. QFC stores are open seven days a week, 24 hours a day.

QFC's supermarkets offer a wide variety of competitively priced grocery, 
meat, produce, frozen foods and dairy items, along with a limited selection 
of non-food items.  Most of the stores also offer full service delicatessen, 
seafood and bakery departments with coffee/espresso bars.  Selected stores 
offer video rentals, fresh juice bars and a natural foods section.  The 
Company

                                        3

<PAGE>

operates pharmacies in eight stores.  Space is leased or sub-leased in 
certain stores to Leeann Chin, Cucina! Cucina! Presto Italian Cafes, 
Starbucks Coffee, Cinnabon Cinnamon Rolls, Noah's New York Bagels and 
in-store banks.  Photo processing and automated teller machines are available 
in all stores. 

The Company is developing a comprehensive proprietary brands program, which 
includes signature items and store brands.  The progam has been developed to 
improve sales and margins by increasing the Company's mix of proprietary 
brand sales. The Company's signature item program currently includes more 
than 175 stock keeping units (SKUs) that are sold exclusively by the Company. 
The store brands product lines are currently under development and the 
Company expects to introduce these brands later in 1996.

GROWTH THROUGH EXPANSION AND REMODELING OF EXISTING STORES

The Company has continued its store remodeling and expansion program, 
completing 30 remodels over the past ten years, including five in 1995.  The 
Company has completed the expansion and remodeling of one store so far in 
1996.  The Company plans to continue remodeling and expanding certain stores 
that were added or remodeled in recent years.  Nine such "re-remodels" have 
been completed to-date, including two in 1995 and one in 1996.  The Company 
currently plans to complete two additional remodels and seven more 
re-remodels in 1996.

Remodeling of the stores usually provides additional square footage for new 
full-service specialty departments, for the expansion of existing departments 
and for leased space for in-store banks and other services.

While the Company expects the average size of its stores to grow as 
departments are added and expanded, the Company intends to continue to 
operate both large-and small-format stores.  At the end of 1995, the total 
square footage of all 62 stores was approximately 1,928,000 square feet with 
an average store size of approximately 31,000 square feet, ranging in size 
from 14,000 to 57,000 square feet.

EXPANSION THROUGH NEW STORES

The Company is adding new stores at an accelerated pace.  Thirty-five stores 
have been added in the last five years, including five in 1993, seven in 1994 
and seventeen in 1995.  Of the seventeen stores added in 1995, twelve were 
added in March 1995, when the principal operations of the Olson's Food Stores 
chain ("Olson's") were merged into the Company, including eight stores in 
Snohomish County and four in King County, Washington. The Olson's merger also 
included rights to other future sites in the same market.  As consideration 
for the operations being merged, the Company paid $18 million in cash, issued 
752,941 shares of

                                        4

<PAGE>

its common stock and assumed $24 million of long-term debt of Olson's.

The Company acquired its Rainier Market store in Seattle in January 1995.  
The store was closed and demolished and a replacement store was constructed 
and opened in August of 1995.  On March 26, 1995, the Company acquired three 
stores from Puget Sound Marketing, located in Enumclaw, Auburn and Gig 
Harbor, Washington. Including these recent developments, 30 of the Company's 
last 41 stores were acquired from independent operators and the Company 
believes acquisition will continue to be an important part of its expansion.  
The Company opened a 55,000 square foot store in Federal Way in November 1995 
and recently opened a 41,000 square foot store replacing a 14,000 square foot 
store in the Northgate area of Seattle.  In addition, construction has 
commenced on one new store and one replacement store, which will open in 
1996. The Company is pursuing other new store sites and acquisition 
opportunities within the Seattle/Puget Sound Region, as well as in new 
markets.

The Company's plans to expand and remodel its existing stores and add new 
stores are reviewed continually and are subject to change.  In addition, the 
Company's ability to expand and remodel existing stores and to open new 
stores is subject to many factors, including successful negotiation of new 
leases or amendments to existing leases, successful site acquisition and 
financing on acceptable terms and may be limited by zoning, environmental and 
other governmental regulations.

MARKETING

The volume of the Company's newspaper, television and radio advertising 
continued to increase in 1995.  The Company ran television ads to promote its 
home delivery service "QFC Express" and its new television and radio 
advertising theme, "At QFC, You Know Its Going to be Good", which builds on 
the quality of its products, employees and customer service.  During 1995, 
along with special seasonal promotions, there was additional advertising for 
the grand-openings of the Company's new and remodeled stores.

MANAGEMENT INFORMATION SYSTEMS

The Company has installed P.C. based point-of-sale hardware and software in 
every checkout lane of every store.  The Company utilizes a private voice and 
data network and an electronic payment system that processes customer 
purchases by debit and credit cards and authorizes check transactions.  The 
Company also has a direct store delivery system for non-perishable 
deliveries, which integrates the receipt of goods at the store with 
accounting and merchandising at the Company's main office.  This integrated 
system offers the Company timely information and greater efficiency and 
control over product receipts, merchandising and accounts payable functions.  
The Company

                                        5

<PAGE>

processes product orders, direct store deliveries and store accounting 
functions on personal computers in each store which are integrated with 
host-based systems.  In addition, custom software and a laser printer are 
used to create shelf tags, more attractive signs and customized promotional 
materials on-site at each store.  Electronic Data Interchange (EDI) is used 
extensively to transmit various business documents to and from the Company's 
trading partners. Today, although already highly automated, QFC remains 
committed to the further use of information systems as a tool to enhance 
profitability.  In 1995, the Company continued the migration from its 
mainframe host computer to a client-server based architecture to meet its 
long-term growth needs and convert to open systems technology.

(ii)  NEW PRODUCTS OR INDUSTRY SEGMENTS

The Company has not introduced new products or added additional industry 
segments that will require a material investment of the Company's assets.

(iii)  RAW MATERIALS

Merchandise is ordered on a store-by-store basis, although product selection 
is approved and monitored by a central buying group consisting of merchandise 
managers for various classifications of products.  The central buying group 
also responds to customer requests and input from store managers regarding 
new products and merchandising ideas and allocates shelf space to products.

QFC maintains no independent distribution facilities but purchases the 
majority of its groceries, meat and some seafood, deli and produce from its 
major wholesale supplier, West Coast Grocery Company ("West Coast"), a 
subsidiary of Super Valu Stores, Inc.  The Company purchased approximately 
$208.6 million of products from West Coast during fiscal 1995, accounting for 
37.9% of the Company's cost of sales and related occupancy expense during the 
year.  Pursuant to the Olson's merger, the Company is using Associated 
Grocers ("A.G.") as its major wholesale supplier for thirteen of its stores.  
A.G. is a cooperative wholesale supplier located in Seattle, Washington.  The 
Company purchased approximately $42.9 million of products from A.G. during 
fiscal 1995, accounting for 7.8% of the Company's cost of sales and related 
occupancy expense during the year.  The Company also periodically purchases 
higher turnover products that would otherwise be supplied by West Coast or 
A.G. directly from the manufacturer.  The remainder of products are purchased 
from other manufacturers or distributors which, as do West Coast and A.G., 
deliver directly to the Company's stores.  Management believes that 
alternative wholesale sources for the purchases made from West Coast, A.G., 
and other suppliers are available on terms approximately equal to those 
currently in effect.  The Company maintains a central commissary where 
certain items are prepared primarily for the Company's deli department.

                                        6

<PAGE>

(iv)  PATENTS, TRADEMARKS, LICENSES, ETC.

The Company employs various trademarks, trade names and service marks.  
Certain governmental licenses and permits are required for the Company's 
operations. Management believes the Company has all necessary licenses and 
permits.

(v)  SEASONALITY

No material portion of the Company's business is affected by seasonal 
fluctuations, except that sales are generally stronger surrounding holidays, 
especially from Thanksgiving through New Year's Day.  In addition, the 
Company's fiscal quarters consist of three 12-week quarters and a 16-week 
fourth quarter. However, 1994 was a 53-week fiscal year, with a 17-week 
fourth quarter.

(vi)  WORKING CAPITAL ITEMS

The Company experiences high inventory turnover.  This is a result of the 
Company not maintaining its own distribution facilities or warehouse, the 
limited storage space in the individual stores and the perishable nature of 
much of the Company's merchandise.  Deliveries are received frequently to 
maintain adequate inventory levels for meeting customers' needs.  While some 
inventory is purchased and held for a period of time to take advantage of 
pricing trends, no significant levels of inventories are purchased and stored 
for anticipated future sales.

Virtually all sales are on a cash basis.  Sales paid for with debit and 
credit cards are settled within one or two days of the sale.  Purchases are 
paid on various terms ranging from daily to 60 days.

(vii)  DEPENDENCE UPON A FEW CUSTOMERS

The business of the Company is not dependent on a single or a few customers.

(viii)  BACKLOG ORDERS

The Company does not have any backlog of orders.

(ix)  GOVERNMENT CONTRACTS

The Company does not have any material contracts or subcontracts with any 
governmental entities.

(x)  COMPETITIVE CONDITIONS

The retail supermarket business is highly competitive.  The Company competes 
with national and regional supermarket chains, principally Safeway, 
Albertson's and Fred Meyer, and with smaller

                                        7

<PAGE>

chains and independent stores as well as wholesale club formats and specialty 
and convenience food stores.

The principal areas of competition include store location; product selection 
and quality;  convenience and cleanliness;  employee friendliness and 
service; price;  and management information enabling timely product 
selection, pricing and promotion decisions.  The Company addresses each of 
these factors, emphasizing superior service, high quality perishables, 
leading-edge technology, and favorable store locations. Competitive pricing 
is implemented by reviewing competitors' prices on a regular basis through 
observation and independent surveys and adjusting prices as management deems 
appropriate.  Certain of these strategies are also used by the Company's 
competitors, some of which have substantially greater financial and other 
resources than the Company.

During the fourth quarter of 1994 and throughout 1995, the Company 
experienced an unusually large number of new store openings or store 
remodelings by its competitors near its existing stores, which has resulted 
in reduced sales in certain of the Company's stores.

(xi)  RESEARCH AND DEVELOPMENT ACTIVITIES

The Company has not expended material amounts in research and development 
activities.

(xii)  ENVIRONMENTAL LAWS

Compliance with federal, state, and local laws enacted for protection of the 
environment has had no material effect on the Company's capital expenditures, 
earnings or competitive position.  The Company does not anticipate any 
material adverse effects in the future based on the nature of its operations 
and the thrust of such laws.

(xiii)  NUMBER OF EMPLOYEES

The Company had approximately 4,200 employees as of the end of fiscal 1995.  
Of these, approximately 3,800 are covered by collective bargaining agreements 
in effect through May 3 and July 31, 1998.  The Company has not had a work 
stoppage in over 20 years and believes its labor relations continue to be 
excellent. Nearly all employees of supermarket chains in the Seattle/Puget 
Sound market, including the Company's, are members of collective bargaining 
units.

(d)  FOREIGN AND DOMESTIC OPERATIONS

The Company's operations are exclusively in the state of Washington.  The 
Company has no export sales.

                                        8

<PAGE>

ITEM 2  - PROPERTIES

As of March 20, 1996, the Company leased 57 of its 62 supermarkets and its 
administrative facilities under non-cancellable operating leases with various 
terms expiring through December 2053, including renewal periods.  The average 
remaining term of the Company's leases (including all renewal options) is 
approximately 31 years.  None of these leases is subject to expiration within 
five years.  The Company renegotiates its leases prior to committing to a 
major store remodel.  The leases generally provide for minimum rental 
amounts, with contingent rental payments based on a percentage of gross 
sales, plus real estate tax payments and reimbursement of executory costs.  
The Company owns most of the equipment, furniture and fixtures at its retail 
and administrative locations and has made leasehold improvements at most 
locations.

Because of the opportunity to better control occupancy expenses, the Company 
is more interested in owning future store locations.  As of March 20, 1996, 
the Company owned the real estate at five of its store facilities in 
operation, three of which were part of small shopping centers owned by the 
Company. The real estate operations of these centers are currently 
insignificant to the Company's results of operations. During 1995, the 
Company sold one of the centers it previously operated and the others are for 
sale.  The Company retained ownership of its store building and pad in the 
center that was sold, and intends to do so in the other centers to be sold as 
well.

The Company has entered into option agreements and purchased real estate 
within its existing market areas where it plans to locate stores in the 
future or sell the real estate.  These store locations are in the entitlement 
process or subject to other contingencies.

The Company opened a 41,000 square foot replacement store in the Northgate 
area on March 20, 1996.  The Company has begun construction of a 66,000 
square foot replacement store on the 8.8 acres of real estate that it 
acquired in 1991, adjacent to the University Village Shopping Center where 
the Company currently operates a 31,000 square foot store.  Additionally, the 
Company has commenced construction of a new 45,000 square foot store in the 
First Hill area of Seattle.  The Company has completed two store remodels in 
1996 and several others are planned.  In addition, the Company has secured a 
number of other sites that are still in the entitlement process or subject to 
other contingencies and is actively pursuing other new store locations and 
acquisition opportunities.  See "Item 13 - Certain Relationships and Related 
Transactions."

                                        9

<PAGE>


ITEM 3  - LEGAL PROCEEDINGS

On December 20, 1995, the Federal District Court in Seattle, Washington, 
dismissed the class action lawsuit that had been filed in the United States 
District Court for the District of Washington against the Company and three 
of its officers.  The lawsuit, which had been filed on May 31, 1995, alleged 
violations of federal securities laws and a breach of fiduciary duties in 
connection with the Company's recapitalization completed in March 1995 (see 
"Item 1 - Business").  In dismissing the lawsuit, the court held that the 
plaintiff did not establish any violation of federal securities laws.  In 
addition, the court dismissed without prejudice the plaintiff's state law 
claim for breach of fiduciary duties.

The Company is currently involved in a number of other legal proceedings 
which have arisen in the ordinary course of business.  Management believes 
these proceedings will not, in the aggregate, have a material impact on the 
Company's operations or financial condition.

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

No matters were submitted during the fourth quarter of fiscal 1995 to a vote 
of shareholders through the solicitation of proxies or otherwise.

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company are as follows:

    NAME                    AGE     POSITION
    ----                    ---     --------

    Stuart M. Sloan          52     Chairman, Chief Executive
                                    Officer and Director
         
    Dan Kourkoumelis         45     President, Chief Operating
                                    Officer and Director
         
    Marc W. Evanger          41     Vice President, Chief 
                                    Financial Officer and
                                    Secretary/Treasurer

Stuart M. Sloan became a director of the Company in 1985 and has been 
Chairman since June 1986.  Mr. Sloan served as Chief Executive Officer of the 
Company from June 1986 to February 1987 and has been Chief Executive Officer 
since April 1991.  Mr. Sloan is the founder and a principal of Sloan Capital 
Companies, a private investment company.  See "Item 13-Certain Relationships 
and Related Transactions."  Mr. Sloan served as President of Egghead, Inc. 
from February 1989 until July 1990, as Chief Executive Officer from February 
1989 until April 1991 and as

                                        10

<PAGE>

Chairman from January 1990 to September 1992.  Mr. Sloan serves as a director 
of Anixter International, Inc. and Cucina! Cucina!, Inc.

Dan Kourkoumelis became a director of the Company in April 1991.  He joined 
the Company as a courtesy clerk in 1967 and his experience includes several 
ranks of store management and executive positions.  Mr. Kourkoumelis was 
appointed Executive Vice President in 1983, Chief Operating Officer in 1987 
and President in 1989.  Mr. Kourkoumelis is a member of the Board of 
Directors of the Western Association of Food Chains and Washington State Food 
Dealers Association and serves as a director of Associated Grocers, 
Incorporated, Expeditors International of Washington, Inc. and Shurgard 
Storage Centers, Inc.

Marc W. Evanger joined QFC in 1984 as Controller.  From 1978 to 1984, he was 
employed by Price Waterhouse as a Certified Public Accountant in audit, 
consulting, corporate tax planning and merger assignments.  His prior 
experience included three years with QFC as a retail clerk.  He was appointed 
Vice President in March 1986, Chief Financial Officer in February 1987 and 
Corporate Secretary and Treasurer in February 1988.

                                     PART II


ITEM 5  - MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED
          SHAREHOLDER MATTERS

(a)  MARKET INFORMATION

The common stock of the Company is traded on The Nasdaq National Market under 
the symbol "QFCI".  Presented below are quarterly closing sale price ranges 
for QFC's common stock.  The quotations reflect inter-dealer prices, without 
retail mark-up, mark-down or commission and may not necessarily reflect 
actual transactions.

<TABLE>
<CAPTION>

                    Fiscal Year Ended      Fiscal Year Ended
                         12/30/95               12/31/94
                    -----------------      -----------------
                       High     Low           High     Low
                     -------  -------      --------  -------
    <S>              <C>      <C>           <C>      <C>
    First Quarter    $24 1/2  $21 1/4       $25 1/4  $21 3/4
    Second Quarter    22 1/4   19            24       19 1/2
    Third Quarter     26 3/4   19 1/2        24 3/4   21 1/2
    Fourth Quarter    22 1/2   19 1/2        24 1/4   19    

</TABLE>

(b)  HOLDERS

The Company had approximately 2,500 shareholders of record as of March 20, 
1996.

                                        11


<PAGE>
(c)      DIVIDENDS

         In February 1995, a cash dividend of $.05 per share, or $1.0 
million, was paid to shareholders. During 1994, the Company paid quarterly 
cash dividends of $.05 per share for an annual rate of $.20 per share, or 
$3.9 million.

         The payment of dividends has been discontinued.  The credit facility 
entered into in March 1995 prohibits the payment of dividends prior to 1997.  
Beginning in 1997, the credit facility permits the payment of dividends 
subject to the Company achieving specified amounts of earnings, but the 
resumption of dividends at that time or any future time will be dependent on 
various factors which the Board of Directors will evaluate at that time, 
principally including whether the Company will have sufficient excess cash on 
hand at that time after providing for its operating needs, servicing debt and 
reserving an appropriate amount of funds for the Company's expansion 
opportunities.  There can be no assurances when or whether the Board might 
decide to resume paying dividends on the Common Stock.

ITEM 6  - SELECTED FINANCIAL DATA

The section entitled "Five Year Summary of Selected Financial Data" on page 
25 of the Company's Annual Report to Shareholders for the fiscal year ended 
December 30, 1995 is incorporated herein by reference.

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

The section entitled "Financial Review" on pages 26 through 31 of the 
Company's Annual Report to Shareholders for the fiscal year ended December 
30, 1995 is incorporated herein by reference.

ITEM 8  - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following financial statements and supplementary data of the Registrant, 
and the independent auditors' report on such financial statements, included 
on pages 32 through 48 of the Annual Report to Shareholders for the fiscal 
year ended December 30, 1995 are incorporated herein by reference:

     Statements of Earnings for the three years
       ended December 30, 1995.

     Statements of Shareholders' Equity for the 
       three years ended December 30, 1995.

     Balance Sheets as of December 30, 1995 and
       December 31, 1994.

                                      12

<PAGE>

     Statements of Cash Flows for the three years
       ended December 30, 1995.

     Notes to Financial Statements including 
       supplementary data entitled "Selected
       Quarterly Financial Data (Unaudited)."

     Independent Auditors' Report.

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

There has been no change in independent auditors during the past two fiscal 
years, and there has been no disagreement with the Company's independent 
auditors on any matter of accounting principles or practices or financial 
statement disclosure.

                                   PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information regarding directors of the Company contained under the 
caption "Election of Directors" in the Company's definitive Proxy Statement 
to be filed with the Securities and Exchange Commission (the "Proxy 
Statement") in March 1996 is incorporated by reference into this Item 10.  
The information regarding executive officers of the Company contained under 
the caption "Executive Officers of the Registrant" in Part I hereof is also 
incorporated by reference into this Item 10.

ITEM 11 - EXECUTIVE COMPENSATION

The information regarding executive compensation contained under the caption 
"Executive Compensation" in the Proxy Statement to be filed with the 
Securities and Exchange Commission in March 1996 is incorporated by reference 
into this Item 11.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

The information regarding security ownership of certain beneficial owners and 
management contained under the caption "Voting Securities and Principal 
Holders" in the Proxy Statement to be filed with the Securities and Exchange 
Commission in March 1996 is incorporated by reference into this Item 12.

                                      13

<PAGE>

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information regarding certain relationships and related transactions 
contained under the captions "Compensation Committee Interlocks and Insider 
Participation" and "Certain Relationships and Related Transactions" in the 
Proxy Statement to be filed with the Securities and Exchange Commission in 
March 1996 is incorporated by reference into this Item 13.

                                   PART IV

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

(a)  FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND EXHIBITS

     1.   FINANCIAL STATEMENTS

          The financial statements of the Registrant listed in Item 8 on page 
          12 hereof are incorporated by reference from the Annual Report to 
          Shareholders for the fiscal year ended December 30, 1995.

     2.   FINANCIAL STATEMENT SCHEDULES

          None required.

     3.   EXHIBITS

          A list of the exhibits required to be filed as part of this report 
          is set forth in the Index to Exhibits on page 17 hereof.  The Index 
          to Exhibits indicates each management contract, compensatory plan, 
          or arrangement required to be filed as an exhibit to this report.

(b)   REPORTS ON FORM 8-K

          There were no reports on Form 8-K filed during the quarter ended 
          December 30, 1995.

                                      14

<PAGE>

SIGNATURES

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

                                       QUALITY FOOD CENTERS, INC.


                                          /s/ MARC W. EVANGER
                                       -------------------------------
                                       Marc W. Evanger, Vice President
                                         and Chief Financial Officer,
                                         and Secretary/Treasurer

Date:  March 20, 1996

         Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
Registrant and in the capacities indicated on March 20, 1996.

         Signature                  Capacity
         ---------                  --------

/s/ STUART M. SLOAN               Chairman, Chief Executive
----------------------------      Officer and Director         
Stuart M. Sloan                   (Principal Executive Officer)


/s/ MARC W. EVANGER               Vice President and Chief
----------------------------      Financial Officer,       
Marc W. Evanger                   Secretary/Treasurer      
                                  (Principal Financial and 
                                  Accounting Officer)      

/s/ JOHN W. CREIGHTON, JR.        Director
----------------------------
John W. Creighton, Jr.    

/s/ JOEL FRIEDLAND                Director
----------------------------
Joel Friedland

/s/ DAN KOURKOUMELIS              Director
----------------------------
Dan Kourkoumelis

/s/ FRED B. MCLAREN               Director
----------------------------
Fred B. McLaren

/s/ MAURICE F. OLSON              Director
----------------------------
Maurice F. Olson

/s/ RONALD A. WEINSTEIN           Director
----------------------------
Ronald A. Weinstein

/s/ SAMUEL ZELL                   Director
----------------------------
Samuel Zell


                                      15

<PAGE>


                        INDEPENDENT AUDITORS' CONSENT


Board of Directors
  and Shareholders
Quality Food Centers, Inc.
Bellevue, Washington


We consent to the incorporation by reference in Registration Statements No. 
33-32878, 33-34073, 33-38736, 33-69512, and 33-69514 of Quality Food Centers, 
Inc. on Forms S-8 of our report dated March 20, 1996, incorporated by reference 
in this Annual Report on Form 10-K of Quality Food Centers, Inc. for the year 
ended December 30, 1995.

/s/  Deloitte & Touche LLP
----------------------------
Seattle, Washington
March 27, 1996

                                      16

<PAGE>
                          QUALITY FOOD CENTERS, INC.

                           Index to Exhibits Filed
                            with the Annual Report
                             on Form 10-K for the
                     Fiscal Year Ended December 30, 1995

EXHIBIT
NUMBER                      DESCRIPTION
-------                     -----------

3.1      Articles of Incorporation of the Company (Incorporated by reference 
         to Exhibit 3.1 to the Company's Form 10-K filed March 29, 1991.)

3.2      Amended and Restated Bylaws of the Company. (Filed herewith.)

10.1     Executive Supplemental Retirement Plan Participant Agreement, dated 
         July 3, 1984, between Quality Food Centers, Inc. and Ruth F. Cook, 
         under which Quality Food Centers, Inc. undertakes to pay certain 
         retirement benefits to Mrs. Cook, one of the Company's former 
         officers.  (Incorporated by reference to Exhibit 10.7 to the 
         Company's Registration Statement on Form S-1, No. 33-9663, filed 
         October 22, 1986.)*

10.2     Quality Food Centers, Inc. Amended and Restated 1987 Incentive Stock 
         Option Plan.  (Incorporated by reference to the Company's 1993 Form 
         10-K filed March 24, 1994.)*

10.3     Form of Stock Option Agreement under Quality Food Centers, Inc. 1987 
         Incentive Stock Option Plan. (Incorporated by reference to Exhibit 
         10.29 to the Company's Registration Statement on Form S-1, No. 
         33-12474, filed March 9, 1987.)*

10.4     Amended and Restated 1990 Employee Stock Purchase Plan.  
         (Incorporated by reference to Exhibit 10.1 to the Company's 
         Registration Statement on Form S-8, No. 33-69512, filed September 
         28, 1993.)*

10.5     Director's Nonqualified Stock Option Plan.  (Incorporated by 
         reference to Exhibit 10.1 to the Company's Registration Statement 
         on Form S-8, No. 33-38736, filed January 25, 1991.)*

                                      17

<PAGE>

EXHIBIT
NUMBER                      DESCRIPTION
-------                     -----------
10.6     Amended and Restated Management Agreement, dated August 17, 1986, 
         between Sloan Capital Companies and Quality Food Centers, Inc., 
         under which the Company has engaged Sloan Capital Companies to 
         perform management services through June 18, 1996.  (Incorporated 
         by reference to Exhibit 10.12 to the Company's Form 10-K filed 
         March 25, 1993.)*

10.7     Quality Food Centers, Inc. 1993 Executive Stock Option Plan.  
         (Incorporated by reference to Exhibit 10.1 to the Company's
         Registration Statement on Form S-8, No. 33-69514, filed September 28,
         1993.)*

10.8     Shopping Center Lease, dated June 17, 1987 between Quality Food 
         Centers, Inc. and University Village, Inc.  (Incorporated by 
         reference to Exhibit 10.15 to the Company's Form 10-K filed March 
         24, 1994.)

10.8a    First Amendment to Shopping Center Lease, dated August 15, 1993, 
         between Quality Food Centers, Inc. and University Village, Inc.  
         (Incorporated by reference to Exhibit 10.15a to the Company's Form 
         10-K filed March 24, 1994.)

10.8b    Declaration of Restrictions and Easements, dated August 15, 1993, 
         between Quality Food Centers, Inc. and University Village, Inc.  
         (Incorporated by reference to Exhibit 10.15b to the Company's Form 
         10-K filed March 24, 1994.)

10.8c   Development Agreement, dated August 25, 1993, among Quality Food 
         Centers, Inc., U Village Land Limited Partnership and U Village 
         Imp. Limited Partnership.  (Incorporated by reference to Exhibit 
         10.15c to the Company's Form 10-K filed March 24, 1994.)

10.8d    Franchise Agreement, dated August 25, 1993, between Quality Food 
         Centers, Inc., and University Village, Inc.  (Incorporated by 
         reference to Exhibit 10.15d to the Company's Form 10-K filed March 
         24, 1994.)

10.8e    Tenant Estoppel Certificate, dated as of August 9, 1993, from 
         Quality Food Centers, Inc. to Principal Mutual Life Insurance 
         Company, U Village Land Limited Partnership and U Village Imp. 
         Limited Partnership. (Incorporated by reference to Exhibit 10.15e 
         to the Company's Form 10-K filed March 24, 1994.)

                                      18

<PAGE>

EXHIBIT
NUMBER                      DESCRIPTION
-------                     -----------

10.8f    Subordination, Forbearance and Attornment Agreement, dated as of 
         August 9, 1993, among Quality Food Centers, Inc., Principal Mutual 
         Life Insurance Company, U Village Land Limited Partnership and U 
         Village Imp. Limited Partnership.  (Incorporated by reference to 
         Exhibit 10.15f to the Company's Form 10-K filed March 24, 1994.)

10.9     Agreement and Plan of Merger between the Company and Olson's Food 
         Stores, Inc., dated as of December 23, 1994.  (Incorporated by 
         reference to Exhibit 2.1 to the Company's Form 8-K filed December 
         30, 1994.)

10.9a    First Amendment to Agreement and Plan of Merger between the Company 
         and Olson's Food Stores, Inc., dated as of February 17, 1995.  
         (Incorporated by reference to Exhibit 10.15a to the Company's Form 
         10-K filed March 31, 1995.)

10.9b    Second Amendment to Agreement and Plan of Merger between the Company 
         and Olson's Food Stores, Inc., dated as of March 1, 1995.  
         (Incorporated by reference to Exhibit 10.15b to the Company's Form 
         10-K filed March 31, 1995.)

10.9c    Indemnification and Escrow Agreement between the Company and Maurice 
         F. Olson, dated as of March 1, 1995.  (Incorporated by reference to 
         Exhibit 10.15c to the Company's Form 10-K filed March 31, 1995.)

10.9d    Right of First Refusal among the Company and Signature Bakery LLC, 
         North Snohomish Enterprises, Inc., and Olson's Management Group 
         LLC, dated as of March 1, 1995.  (Incorporated by reference to 
         Exhibit 10.15d to the Company's Form 10-K filed March 31, 1995.)

10.9e    Investors Rights Agreement between the Company and Maurice F. Olson, 
         Charles M. Olson and Maurice S. Olson, Jr., dated as of March 1, 
         1995.  (Incorporated by reference to Exhibit 10.15e to the Company's 
         Form 10-K filed March 31, 1995.)

10.9f    Noncompetition Agreement between the Company and Maurice F. Olson 
         dated as of March 1, 1995. (Incorporated by reference to Exhibit 
         10.15f to the Company's Form 10-K filed March 31, 1995.)*

                                      19

<PAGE>

EXHIBIT
NUMBER                      DESCRIPTION
-------                     -----------

10.10    Credit Agreement arranged by B A Securities, Inc. among the Company, 
         Bank of America National Trust and Savings Association, as Agent, 
         Seattle First National Bank, Bank of America Illinois, as Issuing 
         Lender and the Other Financial Institutions Party hereto, dated 
         March 15, 1995. (Incorporated by reference to Exhibit (b)(2) to the 
         Company's Schedule 13E-4 Amendment 2 filed March 28, 1995.)

10.11    Recapitalization and Stock Purchase and Sale Agreement among the 
         Company, Zell/Chilmark Fund L.P., and Stuart M. Sloan dated as of 
         January 14, 1995.  (Incorporated by reference to Exhibit (c)(2) to 
         the Company's Schedule 13E-4 filed on January 19, 1995).

10.12    Standstill Agreement between the Company and Zell/Chilmark Fund L.P. 
         dated as of January 14, 1995. (Incorporated by reference to Exhibit 
         (c)(4) to the Company's Schedule 13E-4 filed on January 19, 1995).

10.13    Standstill Agreement between the Company and Stuart M. Sloan dated 
         as of January 14, 1995. (Incorporated by reference to Exhibit 
         (c)(5) to the Company's Schedule 13E-4 filed on January 19, 1995).

11       Statement re computation of per share earnings.  (Filed herewith.)

13       Selected Financial Data, Management's Discussion and Analysis of 
         Financial Condition and Results of Operations, and Financial 
         Statements and Supplementary Data from the Company's Annual Report 
         to Shareholders for the year ended December 30, 1995.  (Filed 
         herewith.)

23       Independent Auditor's Consent to incorporation by reference of its 
         report on financial statements in Registration Statements on Form 
         S-8.  (The consent appears on page 16 of this Annual Report on Form 
         10-K.)

27       Financial Data Schedule  (Filed herewith.)

---------------------------
*        Management contract, compensatory plan or arrangement required to be 
         filed as an exhibit to this report.

                                      20