SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                              _____________________

                                    FORM 10-Q

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

        For the quarterly period ended July 12, 1997

                                       OR

   __   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 0-549

                           SCHULTZ SAV-O STORES, INC.     
             (Exact Name of Registrant as Specified in its Charter)

                WISCONSIN                        39-0600405      
     (State or other jurisdiction          (I.R.S. Employer
   of incorporation of organization)       Identification No.)

            2215 UNION AVENUE                   53082-0419
          SHEBOYGAN, WISCONSIN                  (Zip Code)
          (Address of principal
          executive offices)

                           Registrant's telephone number
                         including area code 920-457-4433


               Former name, former address and former fiscal year,
                          if changed since last report

        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 (of for such shorter
   period that the registrant was required to file such reports), and (2) has
   been subject to the filing requirements for the past 90 days.  Yes X  No 

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

        Indicate by check mark whether the registrant has filed all reports
   required to be filed by Section 12, 13 or 15(d) of the Securities Exchange
   Act of 1934 subsequent to the distribution of securities under a plan
   confirmed by a court.  Yes        No      

   APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares
   outstanding of each of the issuer's classes of common stock, as of the
   latest practicable date.

        As of August 14, 1997, 4,549,261 shares of Common Stock, $0.05 par
   value, were issued and outstanding.

   
                           SCHULTZ SAV-O STORES, INC.

                               FORM 10-Q INDEX
                                                                      PAGE 
                                                                     NUMBER

        PART I   FINANCIAL INFORMATION

        Item 1.   Financial Statements

        Unaudited Consolidated Balance Sheets                           3

        Unaudited Consolidated Statements of Earnings                   4

        Unaudited Consolidated Statements of Cash Flows                 5

        Notes to Unaudited Consolidated Financial Statements            6

        Item 2.   Management's Discussion and Analysis
                  of Financial Condition and Results of
                  Operations                                            8

        PART II   OTHER INFORMATION                                    10

        Item 6.   Exhibits and Reports on Form 8-K                     11

        SIGNATURES                                                     11

   
                         PART I   FINANCIAL INFORMATION

   Item 1.  Financial Statements

                           SCHULTZ SAV-O STORES, INC.

                      UNAUDITED CONSOLIDATED BALANCE SHEETS

                                                 July 12,      December 28,
                    Assets                        1997              1996
   Current assets:
        Cash and equivalents                 $ 29,059,000      $ 27,531,000 
        Receivables                            10,354,000         5,676,000 
        Inventories                            19,837,000        22,316,000 
        Other current assets                    4,174,000         3,367,000 
        Deferred income taxes                   3,824,000         3,824,000 
                                             ------------      ------------
        Total current assets                   67,248,000        62,714,000 

   Noncurrent receivable under 
    capital subleases                           7,949,000         8,239,000 

   Property under capital leases, net           2,918,000         3,073,000 

   Other noncurrent assets                      2,079,000         2,402,000 

   Property and equipment, net                 20,166,000        21,544,000 
                                             ------------      ------------

   Total Assets                              $100,360,000      $ 97,972,000 
                                             ============       ===========

            Liabilities and Shareholders' Investment
   Current liabilities:
        Accounts payable                     $ 21,987,000      $ 20,332,000 
        Accrued salaries and benefits           4,361,000         4,189,000 
        Accrued insurance                       3,417,000         3,328,000 
        Retail repositioning reserve            1,490,000           852,000 
        Other accrued liabilities               3,051,000         3,692,000 
        Current obligations under 
          capital leases                          734,000           702,000 
        Current maturities of long-term debt      315,000           345,000 
                                             ------------      ------------
        Total current liabilities              35,355,000        33,440,000 

   Long-term obligations under capital leases  11,959,000        12,368,000 

   Long-term debt                               3,208,000         3,375,000 

   Deferred income taxes                        1,754,000         1,754,000 

   Shareholders' investment:
        Common stock                              292,000           292,000 
        Additional paid-in capital             13,428,000        13,331,000 
        Retained earnings                      48,108,000        45,654,000 
        Treasury stock                        (13,744,000)      (12,242,000)
                                             ------------      ------------
          Total shareholders' investment       48,084,000        47,035,000 
                                             ------------      ------------
          Total Liabilities and 
          Shareholders' Investment           $100,360,000       $97,972,000 
                                             ============       ===========

   
                           SCHULTZ SAV-O STORES, INC.

                  UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS

                            For the 12-weeks ended    For the 28-weeks ended+


                           July 12,       July 13,     July 12,     July 13,
                               1997           1996         1997         1996

   Net sales           $109,844,000   $105,544,000 $248,670,000 $239,623,000 

   Costs and expenses:
     Cost of products
      sold               92,647,000     88,539,000  209,396,000  201,087,000 
     Operating and 
     administrative 
     expenses            14,364,000     14,414,000   33,864,000   33,831,000 
                        -----------    -----------  -----------  -----------
   Operating income       2,833,000      2,591,000    5,410,000    4,705,000 


   Interest expense        (195,000)      (200,000)    (458,000)    (468,000)
   Interest income          274,000        172,000      540,000      376,000 
                        -----------    -----------  -----------  -----------

   Earnings before 
   income taxes           2,912,000      2,563,000    5,492,000    4,613,000 

   Provision for 
   income taxes           1,121,000        987,000    2,114,000    1,776,000 
                        -----------    -----------  -----------  -----------

   Net earnings        $  1,791,000   $  1,576,000 $  3,378,000 $  2,837,000 
                        ===========    ===========  ===========  ===========

   Net earnings 
    per share - 
    primary and 
    fully diluted      $       0.37   $       0.33 $       0.70 $       0.59 
                        ===========    ===========  ===========  ===========

   Cash dividends 
    paid per share 
    of common stock    $       0.10   $       0.08 $       0.20 $       0.16 
                        ===========    ===========  ===========  ===========

   Weighted average 
   common shares 
   outstanding            4,799,000      4.752,000    4,830,000    4.770,000 
                        ===========    ===========  ===========  ===========

   
                           SCHULTZ SAV-O STORES, INC.

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                   For the 28-weeks ended
                                                   July 12,       July 13,
                                                     1997           1996
   CASH FLOWS FROM OPERATING ACTIVITIES:
        Net earnings                              $ 3,378,000    $ 2,837,000 

        Adjustments to reconcile net earnings 
         to net cash flows from operating 
         activities
        Depreciation and amortization               2,193,000      2,393,000 

        Changes in assets and liabilities
          Receivables                              (4,678,000)    (2,282,000)
          Inventories                               2,479,000      1,604,000 
          Other current assets                       (518,000)       594,000 
          Accounts payable                          1,818,000        (67,000)
          Accrued liabilities                         325,000        858,000 
                                                   ----------     ----------
            Net cash flows from 
             operating activities                   4,997,000      5,937,000 
                                                   ----------     ----------
   CASH FLOWS FROM INVESTING ACTIVITIES:
        Expenditures for property and equipment      (887,000)    (1,473,000)
        Receipt of principal amounts under 
         capital sublease agreements                  271,000        311,000 
        Proceeds from asset sales                     117,000            -      
                                                   ----------     ----------
            Net cash flows from 
             investing activities                    (499,000)    (1,162,000)
                                                   ----------     ----------
   CASH FLOWS FROM FINANCING ACTIVITIES:
        Payment for acquisition of treasury stock  (1,666,000)    (1,377,000)
        Payment of cash dividends                    (924,000)      (742,000)
        Principal payments under capital 
         lease obligations                           (377,000)      (418,000)
        Principal payments on long-term debt         (167,000)      (195,000)
        Proceeds from exercise of stock options       164,000            -      
                                                   ----------     ----------
            Net cash flows from financing 
             activities                            (2,970,000)    (2,732,000)
                                                   ----------     ----------
   CASH AND EQUIVALENTS:
        Net increase                                1,528,000      2,043,000 
        Balance, beginning of period               27,531,000     21,593,000 
                                                   ----------     ----------
        Balance, end of period                    $29,059,000    $23,636,000
                                                  ===========    ===========
   SUPPLEMENTAL CASH FLOW DISCLOSURES:
        Interest paid                             $   491,000    $   505,000 
        Income taxes paid                           2,997,000      1,357,000 

   
                           SCHULTZ SAV-O STORES, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

   (1)  Basis of Presentation

   The financial statements included herein have been prepared by the
   Company, without audit. Certain information and footnote disclosures
   normally included in financial statements prepared in accordance with
   generally accepted accounting principles have been condensed or omitted,
   although the Company believes that the disclosures are adequate to make
   the information presented not misleading. The interim financial statements
   furnished with this report reflect all adjustments of a normal recurring
   nature, which are, in the opinion of management, necessary for a fair
   statement of the results for the interim periods presented. It is
   suggested that these financial statements be read in conjunction with the
   audited financial statements and the notes thereto included in the
   Company's 1996 annual report to shareholders, as incorporated by reference
   in the Company's Form 10-K for the fiscal year ended December 28, 1996.

   (2)  Interest Expense

   Interest expense consists of the following:

                              For the 12-weeks ended  For the 28-weeks ended
                                   July 12,  July 13,   July 12,   July 13,
                                     1997       1996       1997      1996
   Interest expense:
      Long-term debt               $80,000    $88,000   $190,000   $208,000
      Imputed - capital leases     115,000    112,000    268,000    260,000
                                  --------   --------   --------   --------
   Interest expense               $195,000   $200,000   $458,000   $468,000
                                  ========   ========   ========   ========

   (3)  Other Current Assets

   Other current assets consist of following:      July 12,    December 28,
                                                     1997          1996
   Property held for resale                      $2,250,000     $  940,000
   Retail systems for resale and other assets       530,000      1,308,000
   Prepaid expenses                                 871,000        615,000
   Receivable under capital subleases               523,000        504,000
                                                 ----------     ----------
   Other current assets                          $4,174,000     $3,367,000
                                                 ==========     ==========

   (4)  Earnings per Share

   In the first quarter of 1997, the Financial Accounting Standards Board
   (FASB) issued the Statement of Financial Accounting Standards (SFAS) No.
   128, "Earnings per Share," which is effective for fiscal years ending
   after December 15, 1997.  The Company does not anticipate that the
   adoption of this statement will have any material impact on its
   consolidated financial statements.

   (5)  Reclassification

   Certain 1996 amounts previously reported have been reclassified to conform
   to the 1997 presentation.

   Item 2.  Management's Discussion and Analysis of
        Financial Condition and Results of Operations

   Special Note Regarding Forward-Looking Statements

   Certain matters discussed in this Form 10-Q are "forward-looking
   statements" intended to qualify for the safe harbors from liability
   established by the Private Securities Litigation Reform Act of 1995. 
   These forward-looking statements can generally be identified as such
   because the context of the statement will include words such as the
   Company "believes," "anticipates," "expects" or words of similar import. 
   Similarly, statements that describe the Company's future plans,
   objectives, strategies or goals are also forward-looking statements.  Such
   forward-looking statements are subject to certain risks and uncertainties
   which are described in close proximity to such statements and which could
   cause actual results to differ materially from those currently
   anticipated.  Shareholders, potential investors and other readers are
   urged to consider these factors carefully in evaluating the forward-
   looking statements and are cautioned not to place undue reliance on such
   forward-looking statements.  The forward-looking statements made herein
   are only made as of the date of this report and the Company undertakes no
   obligation to publicly update such forward-looking statements to reflect
   subsequent events or circumstances.

   Results of Operations

   Selected costs and results as a percent of net sales:

   ------------------------------------------------------------------------
                             For the 12-weeks ended  For the 28-weeks ended
                                July 12,  July 13,      July 12,  July 13,
                                  1997      1996          1997      1996
   Cost of products sold         84.34%    83.89%        84.21%    83.92%
   Operating and 
    administrative expenses      13.08     13.66         13.62     14.12
   Earnings before income taxes   2.65      2.43          2.21      1.93
   Net earnings                   1.63      1.49          1.36      1.18

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

   Net Sales

   Net sales for the 12- and 28-week periods ended July 12, 1997 were
   $109,844,000 and $248,670,000, respectively, compared to $105,544,000 and
   $239,623,000 in the same periods ended July 13, 1996, respectively.  The
   increases of $4,300,000 and $9,047,000, or 4.07% and 3.78%, were due
   primarily to the Company's continuing emphasis on wholesale business
   volume, coupled with increases in same store franchise and corporate
   retail sales.  The increased wholesale business volume resulted mainly
   from the continuing roll-out and success of the Piggly Wiggly Preferred
   Club electronic card marketing program.  The Company also added a new
   franchise retail supermarket in Milton, Wisconsin which was previously
   served by a wholesale competitor.  Additionally, the Company completed
   five major Wisconsin franchise facility projects in Hubertus, Edgerton,
   Lodi, Plymouth and DePere since July 1996.  These completed projects
   resulted in an aggregate of nearly 90,000 additional retail store square
   footage or an increase of 150% at the five stores.  In addition to the
   increased wholesale volume, corporate retail operations have shown notable
   performance improvements in sales and gross margin at nearly all stores. 
   As of July 12, 1997, the Company had 70 franchise and 16 corporate
   supermarkets compared to 67 franchise and 18 corporate supermarkets at
   July 13, 1996.

   Consistent with the Company's business strategy to expand its wholesale
   business volume, the Company expects that the level of its wholesale sales
   will continue to modestly increase relative to its total sales for the
   remainder of 1997.  Since the end of the 1997 second quarter, the Company
   has completed a franchise retail expansion project in Manitowoc,
   Wisconsin.  This facility project increased the aggregate square footage
   by nearly 50%.  Currently, there are expansion or renovation projects at
   eight retail operations in various phases of planning or construction. 
   These projects involve one franchise remodeling, three franchise
   expansions, one new market franchise, one new market corporate and two
   replacement franchise stores.  Additionally, the Company continues to
   implement the Piggly Wiggly Preferred Club electronic card marketing
   program designed to increase sales without negatively impacting retail
   store gross margin, by rewarding current customers and attracting new
   customers through the offering of "clipless coupons" on weekly advertised
   specials and "automatic" savings on monthly store specials.  As of July
   12, 1997, there were 81 franchise and corporate supermarkets on the card
   marketing program with the remainder scheduled to be fully operational by
   September 1997.

   Cost of Products Sold

   Cost of products sold, as a percent of sales, increased by 0.45% and
   0.29%, respectively, to 84.34% and 84.21% for both the 12- and 28-week
   periods ended July 12, 1997, compared to the same periods in 1996.  The
   respective increases of $4,108,000 and $8,309,000 were the result of a
   reduction in the amount of higher margin retail sales compared to lower
   margin wholesale sales.  The Company expects that its sales mix trend
   resulting from its greater emphasis on lower margin wholesale sales
   compared to higher margin retail sales will continue throughout 1997. 
   This continuing emphasis is expected to result in a nominal decrease in
   gross margin for the remainder of 1997.

   Operating and Administrative Expenses

   Operating and administrative expenses, as a percent of sales, amounted to
   13.08% and 13.62% for the 12- and 28-week periods ended July 12, 1997,
   compared to 13.66% and 14.12% for the same period in 1996.  While the
   ratio of operating and administrative expenses relative to sales for both
   periods decreased nominally, total operating and administrative expenses
   for both the 12- and 28-week periods ended July 12, 1997 were consistent
   with last year's prior periods.  Due to increased sales, certain variable
   expenses such as wages and salaries and benefits also increased.  These
   increased variable expenses, however, were principally offset by the
   elimination of certain operating expenses resulting from the closure of
   two smaller, outdated and underperforming corporate stores in September
   and October 1996, respectively.

   Net Earnings 

   The effective income tax rate for both the 12- and 28-week periods ended
   July 12, 1997 was 38.5%, unchanged from the rate for the same periods in
   1996.  The provision for income taxes during the 12- and 28-week periods
   ended July 12, 1997 was $1,121,000 and $2,114,000, compared to $987,000
   and $1,776,000 for the same periods in 1996.  With improvements in sales
   and productivity, the Company's net earnings-to-sales ratio for the 12-
   and 28-week periods ended July 12, 1997 improved to 1.63% and 1.36%,
   respectively, compared to 1.49% and 1.18% for the same periods in 1996.

   As a result of the foregoing, net earnings for the 12- and 28-weeks ended
   July 12, 1997 totaled $1,791,000 and $3,378,000 compared to $1,576,000 and
   $2,837,000 for the same periods in 1996, or increases of 13.6% and 19.1%,
   respectively.  Net earnings per share for the 12- and 28-week periods
   ended July 12, 1997 increased 12.1% to $0.37 compared with $0.33 in 1996 ,
   and 18.6% to $0.70 compared with $0.59 in 1996.

   During the second quarter of 1997, the Company recorded a pretax charge to
   operations of $700,000 for projected expenses to terminate a
   noncompetitive franchise operation in Plover, Wisconsin.  The Company
   expects the closure of this franchise store to occur during the third
   quarter of 1997.  Additionally, on June 27, 1997, the Company discontinued
   its Springtime bottling operations and entered into arrangements with
   independent private label vendors for future productions.  A charge to
   operations of $275,000 was recorded in the first quarter of 1997 when
   management made the decision to terminate the bottling operations.  The
   effect of these charges during the first half of 1997 was equivalent to
   $0.12 per share.

   Certain Company corporate and franchise retail supermarkets continue to be
   underperforming or noncompetitive in their respective marketplaces and, as
   a result, continue to incur operating losses.  In order to further improve
   the Company's results of operations, the Company continues to evaluate
   various business alternatives relating to these operations, including, but
   not limited to, selling these corporate stores and converting them into
   franchise supermarkets, closing the stores or implementing other
   operational changes.  Similar to prior fiscal years, implementation of
   these actions will likely result in the Company incurring certain
   repositioning charges involving the termination costs of replaced, closed
   or sold stores.  While these repositioning charges may decrease the
   Company's reported net earnings for the period or periods in which the
   actions are taken, the Company believes that such actions will improve the
   Company's long-term profitability.

   Liquidity and Capital Resources

   The primary source of liquidity for the 28-week period ended July 12, 1997
   was cash generated from operating activities.  Cash provided by operating
   activities was $4,997,000, a decrease of $940,000 over the prior year 28-
   week period ended July 13, 1996 cash inflow of $5,937,000.  The decrease
   in cash flows from operating activities was due primarily to three
   factors: (a)  the Company's receivable balance increased over the same
   period in 1996 due to an increase in short-term financing to franchise
   operators for the purchase of various equipment;  (b)  because of higher
   earnings, the Company has been required to pay substantial estimated tax
   payments during the first half of 1997; and (c)  the Company incurred land
   acquisition and building constructions costs for the new market corporate
   store slated to be open in October 1997.  The cash flow from operations
   has enabled the Company to internally fund its capital expenditures and
   cash dividends.

   Net cash outflow from investing activities for the 28-week period ended
   July 12, 1997 totaled $499,000, compared to $1,162,000 during the same
   period in 1996.  The change was due primarily to a substantial decrease in
   capital expenditures for business system hardware and software during the
   first half of 1997, compared to the same period in 1996.  The Company has
   a 1997 capital budget of $5,200,000, of which approximately $4,313,000
   remain for future expenditures.  The Company anticipates financing these
   needs from internally generated capital.

   Net cash outflow from financing activities for the 28-week period ended
   July 12, 1997 was $2,970,000, compared to $2,732,000 during the same
   period in 1996.  The increase in cash outflows was due principally to the
   increase in common stock repurchased by the Company during the first half
   of 1997, compared to the first half of 1996.  At July 12, 1997, the
   Company had repurchased nearly 100,000 shares at an aggregate cost of
   approximately $1,670,000.  Additionally, cash dividends paid during the
   first half of 1997 totaled $924,000 or $0.20 per share, an increase of
   $182,000 or 25% from the same period a year ago.

   The Company's Board of Directors declared a three-for-two stock split in
   the form of a 50% stock dividend and simultaneously increased the amount
   of regular quarterly cash dividends by 5% to $0.07 per share on a post-
   stock split basis.  The Company's regular quarterly cash dividend prior to
   the announced stock split was $0.10 per share on a pre-stock split basis. 
   Both the stock dividend and cash dividend will be paid on September 5,
   1997 to shareholders of record on August 20, 1997.  Fractional shares
   otherwise issuable pursuant to the stock split will be paid in cash.  The
   cash dividend will be paid on a post-stock split basis.  Prior to the
   announced stock split, the Company had 4,549,261 shares outstanding. 
   After the three-for-two split, the Company will have approximately
   6,824,000 shares outstanding.

   In summary, cash and equivalents increased $1,528,000 during the first
   half of 1997, compared to an increase of $2,043,000 during the same period
   in 1996.  Due to the Company's significant cash and other liquid assets,
   its consistent ability to generate cash flows from operations and
   availability of external financing, the Company foresees no difficulty in
   providing financing necessary to fund its capital commitments and working
   capital needs for the foreseeable future.

                          PART II     OTHER INFORMATION

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

   The Company's 1997 annual meeting of shareholders was held on Wednesday,
   May 14, 1997.  At the meeting, the shareholders re-elected Howard C.
   Dickelman and Michael R. Houser to the Company's Board of Directors for
   three-year terms expiring at the Company's 2000 annual meeting of
   shareholders and until their successors are duly qualified and elected. 
   As of the March 26, 1997 recorded date for the annual meeting, 4,623,098
   shares of Common Stock were outstanding and eligible to vote.  Of these
   4,014,640 shares of Common Stock voted at the meeting in person or by
   proxy, the following votes were recorded for each nominee:

                                   For                 Withheld

   Name                     Votes    Percentage    Votes     Percentage

   Howard C. Dickelman    4,000,391    99.6%       14,249       0.4%

   Michael R. Houser      4,003,715    99.7%       10,925       0.3%

   The tabulation of votes for the election of directors resulted in no
   broker non-votes or abstentions.

   Of the 4,014,640 shares of Common Stock voted at the meeting in person or
   by proxy, the following votes were recorded for approval of the
   ratification of Arthur Andersen LLP as the Company's 1997 independent
   public accountants:

             For                    Against                Abstained
        Votes   Percentage     Votes    Percentage     Votes    Percentage

      3,992,861   99.5%        8,245       0.2%        13,534      0.3%

   No other matters were brought before the meeting for a shareholder vote.


   Item 6.   Exhibits and Reports on Form 8-K

       (a)   Exhibits.

        Exhibit 27   Financial Data Schedule.

   (b)  No reports of Form 8-K were filed by the Company during the first

   half of fiscal 1997.

   
                                   SIGNATURES

   Pursuant to the requirements 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.

                                 SCHULTZ SAV-O STORES, INC.
                                 (Registrant)


       August 14, 1997           /s/ John H. Dahly
        (Date)                   John H. Dahly, Executive Vice President,
                                 Chief Financial Officer and Treasurer

   

                                  EXHIBIT INDEX

   Exhibit No.         Description

     27           Financial Data Schedule