SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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CERTIFIED GROCERS OF CALIFORNIA, LTD.
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(Name of Registrant as Specified In Its Charter)

CERTIFIED GROCERS OF CALIFORNIA, LTD.
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(Name of Person(s) Filing Proxy Statement)

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CERTIFIED GROCERS OF CALIFORNIA, LTD.

STATEMENT REGARDING ADVISORY BALLOT

The enclosed Advisory Ballot is solicited by the Nominating Committee of the
Board of Directors of Certified Grocers of California, Ltd. (the "Company").
This Statement, and the enclosed Advisory Ballot and Candidates' Statements,
were first mailed to shareholders on or about January 3, 1995. The address of
the principal executive office of the Company is 2601 South Eastern Avenue, Los
Angeles, California 90040.

FUNCTION AND PURPOSE OF THE ADVISORY BALLOT

At the Company's Annual Meeting of Shareholders, presently scheduled for
March 14, 1995, the 15 members of the Company's Board of Directors will be
elected. Twelve directors will be elected by the holders of the Company's Class
A Shares, and three directors will be elected by the holders of the Company's
Class B Shares.

In connection with the Annual Meeting, the Board of Directors will solicit
proxies. However, the enclosed Advisory Ballot is not a proxy, and at this time
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

Pursuant to the Company's Bylaws, the Board of Directors annually appoints a
Nominating Committee to select the 15 persons who will be nominated by the Board
of Directors for election by the shareholders to the Board of Directors. The
enclosed Advisory Ballot is being solicited by the Nominating Committee from the
holders of the Company's Class A Shares to assist the Nominating Committee in
selecting the 12 persons who will be submitted as nominees for election as
directors by the holders of such shares. This Advisory Ballot is not being used
by the Nominating Committee in connection with its selection of the three
persons who will be submitted as nominees for election as directors by the
holders of the Company's Class B Shares.

The Advisory Ballot contains the names of 21 persons, 15 of whom are
incumbent directors and four of whom have been designated as representing
Northern California shareholders. Of the four representing Northern California
shareholders, the Nominating Committee will nominate for election at least two
of these persons whether or not they are among the 12 persons receiving the
highest number of votes on the Advisory Ballot. The two to be nominated will be
those receiving the highest number of votes from among the four persons
designated in the Advisory Ballot as representing Northern California
shareholders. With this exception, it is the policy of the Nominating Committee
to abide by the results of the vote on the Advisory Ballot and to select as
nominees for election to the Board of Directors the 12 persons receiving the
highest number of votes. However, such results are advisory only and are not
binding on the Nominating Committee, and the Nominating Committee may in its
discretion disregard the results, in whole or in part, in making its selection
of nominees.

The Nominating Committee will consider the recommendations of shareholders
concerning persons to be included in the Advisory Ballot, and concerning persons
to be nominated for election by the holders of the Company's Class B Shares. The
Company's Bylaws require that a director be either an employee of the Company, a
shareholder, or that the director be a member of a partnership which is a
shareholder, or an employee of a corporation which is a shareholder. Persons
recommended to the Nominating Committee can be considered ONLY if they satisfy
these requirements. All recommendations must be in writing and must be submitted
to the Nominating Committee on or before September 1 of each year.
Recommendations should be submitted to the Nominating Committee at the address
of the Company's principal executive office set forth above.

ADVISORY BALLOT VOTING RIGHTS AND SOLICITATION

As of December 16, 1994, the Company had outstanding 48,700 Class A Shares
held 100 shares each by 487 shareholders. If you were the holder of record of
Class A Shares on that date, you may vote on the enclosed Advisory Ballot. Set
forth below are the persons named in the Advisory Ballot, all of whom have
consented to being named in the Advisory Ballot. Incumbent directors are denoted
by an asterisk and persons designated as representing Northern California
shareholders are denoted by the parenthetical letter "N".

Louis A. Amen* Willard R. MacAloney*
John Berberian* Jay McCormack*
Del Clegg, Jr. (N) Louis Melillo
William C. Evans* (N) Morrie Notrica*
John Fujieki, Jr. Michael A. Provenzano*
Gene A. Fulton* Edward J. Quijada
Lyle A. Hughes* Allan Scharn*
Darioush Khaledi* Farid (Mike) Shalabi
Mark Kidd* (N) James R. Stump*
Leonard R. Leum* Kenneth Young* (N)
Richard L. London

In voting on the Advisory Ballot, you are entitled to cast one vote each for
up to 12 of the persons named in the Advisory Ballot. While you may vote for
fewer than 12 of the persons named in the Advisory Ballot, if you vote for more
than 12 of the persons named, your Advisory Ballot will be invalidated. In
addition, if you cast more than one vote for any person named in the Advisory
Ballot, only one vote will be counted for that person and the additional votes
will be disregarded.

The return envelope accompanying the enclosed Advisory Ballot is marked with
a control number. THE ADVISORY BALLOT WILL NOT BE VALID UNLESS IT IS RETURNED IN
THE ENVELOPE PROVIDED AND THE CONTROL NUMBER IS LEGIBLE. TO BE VALID, THE
ADVISORY BALLOT MUST BE RECEIVED ON OR BEFORE JANUARY 20, 1995.

The Company's independent accountants, Coopers & Lybrand, L.L.P., will
tabulate the vote on the Advisory Ballot.

The cost of soliciting the Advisory Ballots, consisting of the preparation,
printing, handling, mailing and tabulation of the Advisory Ballots, this
Statement and related material, will be paid by the Company.

PRINCIPAL STOCKHOLDERS

As of December 16, 1994, no person is known by the Company to own
beneficially more than five percent (5%) of the outstanding Class A Shares of
the Company, and the only shareholders known by the Company to own beneficially
more than 5% of the outstanding Class B Shares of the Company are Cala Co.,
Alpha Beta Company and Bay Area Warehouse Stores, Inc. 777 South Harbor
Boulevard, La Habra, California 90631 (35,313 Class B Shares or approximately
9.09% of the outstanding Class B Shares) (Cala Co., Alpha Beta Company and Bay
Area Warehouse Stores, Inc. are wholly owned by Food 4 Less Supermarkets, Inc.
which has the same address and is in turn wholly owned by The Yucaipa Companies,
250 West First Street, Suite 202, Claremont, California 91711); and Hughes
Markets, Inc., 14005 Live Oak Avenue, Irwindale, California 91706 (30,346 Class
B Shares or approximately 7.82% of the outstanding Class B Shares).

SECURITY OWNERSHIP AND OTHER INFORMATION CONCERNING
MANAGEMENT AND PERSONS NAMED IN THE ADVISORY BALLOT

The following table sets forth the beneficial ownership of the Company's
Class A Shares and Class B Shares, as of December 16, 1994, by each director or
his affiliated company, including the directors elected by the holders of the
Company's Class B Shares, by each person or his affiliated company named in the
Advisory Ballot who is not a director, and by all directors and such persons as
a group. No officer of the Company owns shares of any class of the Company's
stock.

SHARES OWNED
------------------------------------------------
CLASS A SHARES CLASS B SHARES
-------------------- -------------------------
NAME AND NO. % OF TOTAL NO. % OF TOTAL
AFFILIATED COMPANY SHARES OUTSTANDING SHARES OUTSTANDING
---------------------------------------- ------ ----------- ----------- -----------

Louis A. Amen
Super A Foods, Inc..................... 100 0.21% 9,850 2.67%
John Berberian
Berberian Enterprises, Inc............ 100 0.21% 7,615 2.06%
Del Clegg, Jr.
Alpine Colony Enterprises, Inc........ 100 0.21% 746 0.20%
William C. Evans
Twain Harte Market, Inc. ............. 100 0.21% 298 0.08%
John Fujieki, Jr.
Star Markets, Ltd..................... 100 0.21% 8,380 2.27%
Gene A. Fulton
Jensen's Complete Shopping, Inc. ..... 100 0.21% 1,555 0.42%
Lyle A. Hughes
Yucaipa Food Fair, Inc.(1)............ 100 0.21% 694 0.19%
Roger K. Hughes
Hughes Markets, Inc.(1)(2)............ 100 0.21% 30,346 8.23%
Darioush Khaledi
K. V. Mart Co. ....................... 100 0.21% 11,646 3.16%
Mark Kidd
Mar-Val Food Stores, Inc. ............ 100 0.21% 1,675 0.45%
Leonard R. Leum
Pioneer Foods, Inc. .................. 100 0.21% 3,181 0.86%
Richard L. London
Major Market, Inc. ................... 100 0.21% 1,491 0.40%
Willard R. MacAloney
Mac Ber, Inc.......................... 100 0.21% 2,523 0.68%
Jay McCormack
Alamo Market(3)....................... 100 0.21% 732 0.20%
Louis Melillo
Louis Foods, Inc...................... 100 0.21% 855 0.23%
Morrie Notrica
Joe Notrica, Inc. .................... 100 0.21% 7,542 2.04%
Michael A. Provenzano
Pro & Son's, Inc. .................... 100 0.21% 672 0.18%
Edward J. Quijada
Tresierras Brothers Corporation....... 100 0.21% 2,623 0.71%
Allan Scharn
Gelson's Markets(4)................... 100 0.21% 7,485 2.03%
Farid (Mike) Shalabi
R-Ranch Markets, Inc.................. 100 0.21% 1,868 0.51%

James R. Stump
Stump's Market, Inc. ................. 100 0.21% 1,866 0.51%
Michael A. Webb
SavMax Foods, Inc.(2)................. 100 0.21% 8,410 2.28%
Kenneth Young
Jack Young's Supermarkets(5).......... 100 0.21% 2,649 0.12%
------ --- ----------- -----
2,300 4.72% 114,702 31.10%
------ --- ----------- -----
------ --- ----------- -----
<FN>
- ------------------------
(1) Messrs. Lyle A. Hughes and Roger K. Hughes are unrelated.

(2) Elected by holders of Class B Shares.

(3) Mr. McCormack also is affiliated with Glen Avon Food, Inc. which owns 100
Class A Shares.

(4) These shares are owned by Arden Mayfair, Inc., the parent company of
Gelson's Markets.

(5) Mr. Young also is affiliated with Bakersfield Food City, Inc. dba Young's
Markets which owns 100 Class A Shares and 343 Class B Shares. (0.09% of the
outstanding Class B Shares).

During fiscal 1994, directors Jay McCormack and Kenneth Young each failed to
file timely with the Securities and Exchange Commission one report respecting
his beneficial ownership of Class A Shares, as required by Section 16(a) of the
Securities Exchange Act of 1934. In each case, the late filing related to a
single transaction for which such filing was required.

The following table sets forth the present directors of the Company,
including the directors elected by the holders of the Company's Class B Shares,
the year such directors were first elected to the Board of Directors, those
persons named in the Advisory Ballot who are not directors of the Company, and
certain other information.

YEAR
AGE AS OF FIRST PRINCIPAL OCCUPATION
NAME 12/31/94 ELECTED DURING LAST 5 YEARS
- ------------------------------ --------- ------- ---------------------------------------------

Louis A. Amen 65 1974 President, Super A Foods, Inc.
John Berberian 43 1991 President, Berberian Enterprises, Inc.,
operating Jons Markets
Del Clegg, Jr. 38 -- Vice President and General Manager, Alpine
Colony Enterprises, Inc., operating Cookie
Crock Market
William C. Evans 62 1994 President, Twain Harte Market, Inc.
John Fujieki, Jr. 45 -- Senior Vice President of Star Markets, Ltd.
since 1992; formerly Vice President/Special
Projects of Star Markets, Ltd.
Gene A. Fulton 55 1994 President-Owner, Jensen's Complete Shopping,
Inc., operating Jensen's Finest Foods
Lyle A. Hughes (1) 57 1987 General Manager, Yucaipa Food Fair, Inc.,
operating Calimesa Food Fair
Roger K. Hughes (1)(2) 60 1985 Chairman of the Board and Director, Hughes
Markets, Inc.
Darioush Khaledi 48 1993 Chairman of the Board and Chief Executive
Officer, K. V. Mart Co., operating Top Valu
Markets and Valu Plus Food Warehouse
Mark Kidd 44 1992 President, Mar-Val Food Stores, Inc.

YEAR
AGE AS OF FIRST PRINCIPAL OCCUPATION
NAME 12/31/94 ELECTED DURING LAST 5 YEARS
- ------------------------------ --------- ------- ---------------------------------------------

Leonard R. Leum 68 1974 President, Pioneer Foods, Inc., operating
Pioneer Supermarkets
Richard L. London 59 -- President and Chief Executive Officer, Major
Market, Inc.
Willard R. MacAloney 59 1981 President and Chief Executive Officer, Mac
Ber, Inc., operating Jax Market
Jay McCormack 44 1993 Owner-Operator, Alamo Market; Co-owner, Glen
Avon Market
Louis Melillo 68 -- President-Owner, Louis Foods Supermarket;
President-Owner Fiesta Farms Market
Morrie Notrica 65 1988 President and Chief Operating Officer, Joe
Notrica, Inc., operating The Original 32nd
Street Market
Michael A. Provenzano 52 1986 President, Pro & Son's, Inc., operating
Southland Market; formerly President,
Carlton's Market, Inc.
Edward J. Quijada 47 -- Executive Vice President, Tresierras Brothers
Corporation
Allan Scharn 59 1988 President, Gelson's Markets
Farid (Mike) Shalabi 34 -- President and Chief Executive Officer,
R-Ranch Markets, Inc.
James R. Stump 56 1982 President, Stump's Market, Inc.
Michael A. Webb (2) 37 1992 President and Chief Executive Officer, SavMax
Foods, Inc.
Kenneth Young 50 1994 Vice President, Jack Young's Supermarkets;
Vice President, Bakersfield Food City, Inc.
dba Young's Markets
<FN>
- ------------------------
(1) Messrs. Lyle A. Hughes and Roger K. Hughes are unrelated.

(2) Elected by holders of Class B Shares.

BOARD MEETINGS AND COMMITTEES

The Board of Directors of the Company held a total of ten meetings during
the fiscal year ended September 3, 1994. Each incumbent director who was in
office during such year attended more than 75% of the aggregate of the total
number of meetings of the board and the total number of meetings held by those
committees of the board on which he served.

The Company has an Audit Committee which presently consists of Lyle Hughes,
Leonard R. Leum and Kenneth Young, who are directors of the Company. Willard R.
MacAloney, Chairman of the Board of Directors, is an ex-officio member of the
Committee. This Committee, which met two times during the Company's last fiscal
year, is primarily responsible for approving and reviewing the services
performed by the Company's independent auditors, reviewing the annual results of
their audit, and reviewing the Company's accounting practices and system of
internal accounting controls.

The Company has a Personnel and Executive Compensation Committee which
presently consists of Louis A. Amen, Darioush Khaledi, Leonard R. Leum, James R.
Stump and Michael A. Webb, who are directors of the Company. Willard R.
MacAloney, Chairman of the Board of Directors, is an ex-officio member of this
Committee. This Committee, which met five times during the Company's last fiscal
year, is responsible for reviewing salaries and other compensation arrangements
of all officers and for making recommendations to the Board of Directors
concerning such matters.

The Company has a Nominating Committee which presently consists of Gene A.
Fulton, Mark Kidd, Jay McCormack, Morrie Notrica and James R. Stump who are
directors of the Company. Willard R. MacAloney, Chairman of the Board of
Directors, and Alfred A. Plamann, President and CEO, are ex-officio members of
this Committee. This Committee, which met four times during the Company's last
fiscal year, is responsible for selecting nominees to be submitted by the Board
of Directors to the shareholders for election to the Board of Directors.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

As noted under the caption "Board Meetings and Committees", the Company's
Personnel and Executive Compensation Committee (presently consisting of
Directors Louis A. Amen, Darioush Khaledi, Leonard R. Leum, James R. Stump,
Michael A. Webb, and ex-officio member and Chairman of the Board, Willard R.
MacAloney) is responsible for reviewing salaries and other compensation
arrangements of the officers of the Company and for making recommendations to
the Board of Directors concerning such matters.

No member of the Personnel and Executive Compensation Committee is, or has
been at any time in the past, an officer or employee of the Company or any of
its subsidiaries.

REPORT OF PERSONNEL AND EXECUTIVE COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION

The principal components of the Company's executive compensation program
consist of an annual salary which is set on a calendar year basis, an annual
cash bonus the payment of which is dependent upon Company performance during the
preceding fiscal year, and certain pension, retirement and life insurance
benefits.

SALARY

In determining officer salaries, including that of the Chief Executive
Officer (CEO), the Personnel and Executive Compensation Committee's policy is to
set salaries at levels which recognize officer performance, are commensurate
with the responsibilities assigned to the various officer positions, and will
enable the Company to attract and retain highly qualified executives for its
officer positions.

In considering officer salaries for calendar year 1994, the Committee took
note of the on-going cost reduction efforts implemented by the officer group
under the direction of the CEO. These efforts were undertaken in response to the
significant volume declines experienced by the Company as a result of a
reduction in purchases by certain large retailers who commenced
self-distribution programs or were acquired by chains already engaged in
self-distribution. These efforts resulted in the consolidation of Company
operations into fewer facilities, the disposition of certain unprofitable
operations and substantial savings in payroll expenses through significant
reductions in the number of employees.

The Committee's procedure in approving officers' salaries, including that of
the CEO, involves meeting in closed session and without the CEO or other
management personnel being present. In addition to the considerations mentioned
above, this process, which is subjective in nature, centers on the Committee's
consideration of the CEO's evaluation of each individual officer based on the
CEO's perception of their performance in accordance with individual officer
responsibilities as defined by personal and organizational goals and objectives,
the relative value and importance of individual officer contribution toward
organizational success, relative levels of officer responsibilities and changes
in the scope of officer responsibilities, and officer accomplishments and
contributions during the preceding fiscal year. The Committee also reviews and
discusses the salary recommendations made by the CEO for each officer. These
recommendations do not include any recommendation as to the CEO's salary, and
the Committee sets the CEO's salary based on its assessment of his performance
in light of the foregoing policies and considerations. The salaries as approved
by the Committee are submitted to the Board of Directors, which made no changes
in the salaries submitted for 1994.

ANNUAL BONUSES

In recognition of the relationship between Company performance and
enhancement of shareholder value, Company officers may be awarded annual cash
bonuses. Bonuses are paid from a bonus pool which is created if the Company has
achieved an established minimum level of net income for the preceding fiscal
year. The amount of the bonus pool is calculated as a percentage of net income,
with the percentage varying depending on the level of net income as a percentage
of net sales. Amounts in the bonus pool are allocated among the Company's
officers by the CEO, subject to the approval of the Board of Directors. The CEO
does not participate in the bonus pool. However, a bonus may be awarded to the
CEO in an amount determined by the Board of Directors based on its evaluation of
the CEO's performance during the preceding fiscal year.

As disclosed in the Summary Compensation Table, no bonuses have been awarded
to the CEO and the named executives during the periods reported, and no bonuses
have been awarded to the other officers of the Company during those periods.

BENEFITS

Consistent with the objective of attracting and retaining qualified
executives, the compensation program includes the provision of pension benefits
to Company employees, including officers, under the Company's defined benefit
pension plan, which is described in connection with the Pension Plan Table. In
addition, Company employees, including officers, may defer income from their
earnings through voluntary contributions to the Company's Employees' Sheltered
Savings Plan adopted pursuant to Section 401(k) of the Internal Revenue Code and
the Company's Employees' Excess Benefit and Supplemental Deferred

Compensation Plan, which is a nonqualified plan. In the case of those officers
who elect to defer income under these plans, the Company makes additional
contributions for their benefit. The amount of these additional contributions
made during fiscal year 1994 for the benefit of the CEO and the other named
executive officers is set forth in the footnotes to the Summary Compensation
Table. The Company also provides life insurance benefits to its officers
pursuant to an Executive Salary Protection Plan Life Insurance Agreement.
Premiums paid by the Company to provide this benefit to the CEO and the other
named executive officers are also set forth in the footnotes to the Summary
Compensation Table.

Personnel and Executive Compensation Committee Members
Paul H. Gerrard, Chairman
Louis A. Amen
George G. Golleher
Darioush Khaledi
Leonard R. Leum
Willard R. MacAloney
Michael A. Webb

EXECUTIVE OFFICER COMPENSATION

The following table sets forth information respecting the compensation paid
during the Company's last three fiscal years to the President and Chief
Executive Officer (CEO) and to certain other executive officers of the Company.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
-----------------------------------------------
FISCAL OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION (1) YEAR SALARY ($)(2) BONUS ($) COMPENSATION ($) COMPENSATION ($)
- ----------------------------------- ------ ------------ -------- --------------- ------------------

Everett W. Dingwell II 1994 342,500 0 1,121 41,745(3)
Corporate Chairman 1993 311,539 0 1,411 39,424
1992 275,000 0 213 49,993
Alfred A. Plamann 1994 236,827 0 205 31,431(4)
President & CEO 1993 164,808 0 310 25,419
1992 157,500 0 212 22,508
Donald W. Dill 1994 163,366 0 576 38,127(5)
Senior Vice President 1993 153,346 0 1,016 37,392
1992 147,500 0 411 40,113
Gerald F. Friedler, 1994 209,471 0 260 28,927(6)
Senior Vice President 1993 200,000 0 787 37,809
1992 200,000 0 35 26,095
Donald G. Grose 1994 143,760 0 438 31,700(7)
Senior Vice President 1993 135,116 0 955 30,372
1992 129,000 0 187 30,956
Charles J. Pilliter 1994 167,577 0 127 20,591(8)
Senior Vice President 1993 151,924 0 188 18,240
1992 142,524 0 0 16,854
<FN>
- ------------------------
(1) Mr. Dingwell held the position of President and CEO from January 1990 until
January 31, 1994. Mr. Friedler resigned effective September 4, 1994.

(2) It should be noted that while the table presents salary information on a
fiscal year basis, salary is paid by the Company on a calendar year basis.
Thus, salary information with respect to any given fiscal year reflects
salary attributable to portions of two calendar year salary periods of the
Company.

(3) Consists of an $7,217 Company contribution to the Company's Employees'
Sheltered Savings Plan, a $20,206 Company contribution to the Company's
Employees' Excess Benefit and Supplemental Deferred Compensation Plan, and
$14,322 of insurance premiums paid by the Company pursuant to an Executive
Salary Protection Plan Life Insurance Agreement with the officer.

(4) Consists of an $14,507 Company contribution to the Company's Employees'
Sheltered Savings Plan, a $4,062 Company contribution to the Company's
Employees' Excess Benefit and Supplemental Deferred Compensation Plan, and
$12,862 of insurance premiums paid by the Company pursuant to an Executive
Salary Protection Plan Life Insurance Agreement with the officer.

(5) Consists of an $9,810 Company contribution to the Company's Employees'
Sheltered Savings Plan, a $2,700 Company contribution to the Company's
Employees' Excess Benefit and Supplemental Deferred Compensation Plan, and
$25,617 of insurance premiums paid by the Company pursuant to an Executive
Salary Protection Plan Life Insurance Agreement with the officer.

(6) Consists of an $14,520 Company contribution to the Company's Employees'
Sheltered Savings Plan, a $2,669 Company contribution to the Company's
Employees' Excess Benefit and Supplemental Deferred Compensation Plan, and
$11,738 of insurance premiums paid by the Company pursuant to an Executive
Salary Protection Plan Life Insurance Agreement with the officer.

(7) Consists of an $7,172 Company contribution to the Company's Employees'
Sheltered Savings Plan, a $3,754 Company contribution to the Company's
Employees' Excess Benefit and Supplemental Deferred Compensation Plan, and
$20,774 of insurance premiums paid by the Company pursuant to an Executive
Salary Protection Plan Life Insurance Agreement with the officer.

(8) Consists of an $11,531 Company contribution to the Company's Employees'
Sheltered Savings Plan, and $9,060 of insurance premiums paid by the
Company pursuant to an Executive Salary Protection Plan Life Insurance
Agreement with the officer.

In September 1994, the Board of Directors of Certified authorized a
modification in the Company's Executive Salary Protection Plan ("ESPP"), which
provided an in-service death benefit and post-termination retirement income to
the Company officers as a select group of employees. The amended plan, called
the Company's Executive Salary Protection Plan ("ESPP II"), will provide an
in-service death benefit, but will also provide additional post-termination
retirement income based on each participant's final salary and years of service
with the Company. The funding of this benefit will be facilitated through the
purchase of life insurance policies, the premiums of which will be paid by the
Company and participant contributions. The cost to the Company is anticipated to
approximate the cost of the prior plan. The Company also has a defined benefit
pension plan covering its non-union and executive employees. Benefits under the
defined benefit plan are equal to credited service times the sum of .95% of
earnings up to the covered compensation amount, plus 1.45% of earnings in excess
of the covered compensation amount. The covered compensation is based on IRS
Tables. Benefits are subject to deduction for Social Security attributable to
the covered compensation.

The following table sets forth the estimated annual benefits under the
defined benefit plan and the ESPP II plan which qualifying officers with
selected years of service would receive if they had retired on September 3, 1994
at the age of 65.

PENSION PLAN TABLE

YEARS OF SERVICE
----------------------------------------------------------
REMUNERATION 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 33 YEARS
- -------------------------------------------------- -------- -------- -------- -------- -------- --------

$100,000......................................... $26,008 $52,016 $67,989 $69,032 $69,982 $ 71,576
125,000......................................... 32,530 65,060 85,055 86,369 87,591 89,620
150,000......................................... 39,052 78,103 102,120 103,706 105,200 107,664
175,000......................................... 45,302 90,603 110,801 119,956 121,450 123,914
200,000......................................... 51,552 100,688 110,801 121,376 131,335 140,164
225,000......................................... 57,802 100,688 110,801 121,376 131,335 147,763
250,000......................................... 64,052 100,688 110,801 121,376 131,335 147,763
300,000......................................... 76,552 100,688 110,801 121,376 131,335 147,763
350,000......................................... 89,052 100,688 110,801 121,376 131,335 147,763
400,000......................................... 90,344 100,688 110,801 121,376 131,335 147,763
450,000......................................... 90,344 100,688 110,801 121,376 131,335 147,763

The Company's ESPP II is designed to provide a retirement benefit up to 65%
of a participant's final compensation, based on a formula which considers an
executive's final compensation and years of service. Remuneration under ESPP II
is based upon an executive's highest annual base wages during the previous three
completed years, which includes his or her annual salary as determined by the
Board of Directors plus an automobile allowance with a 4% annual increase. The
benefit is subject to an offset of the annual benefit which would be received
from the defined benefit plan, calculated as a single life annuity at age
sixty-two (62). To qualify for participation in the benefit, the executive must
complete three years of service as an officer elected by the Board of Directors
of the Company. Executives will vest at a rate of 5% per year with all years of
service credited. The ESPP II annual benefit upon retirement shall not exceed
$80,000 and will be paid over a 15-year certain benefit. Lesser amounts are
payable if the executive retires before age sixty-five (65). The maximum annual
amount payable by years of service is reflected within the table at the
compensation level of $450,000. As of September 3, 1994, credited years of
service for named officers are: Mr. Dingwell, 26 years; Mr. Plamann, 5 years;
Mr. Dill, 36 years; Mr. Grose, 13 years; and Mr. Pilliter, 18 years. Mr.
Friedler, due to his resignation during September 1994, is not vested in the
ESPP II.

DIRECTOR COMPENSATION

Each director receives a fee of $300 for each regular board meeting
attended, $100 for each committee meeting attended and $100 for attendance at
each board meeting of a subsidiary of the Company on which the director serves.
In addition, directors are reimbursed for Company related expenses.

CUMULATIVE TOTAL SHAREHOLDER RETURN

The following graph sets forth the five year cumulative total shareholder
return on the Company's common stock as compared to the cumulative total return
for the same period of the S&P 500 Index and Peer Issuers consisting of Spartan
Stores, Inc. and Roundy's, Inc. Like the Company, Spartan Stores and Roundy's
are retailer-owned wholesale grocery distributors. While Spartan Stores pays a
dividend on its stock, the Company and Roundy's do not. The shares of the
Company and the Peer Issuers are not traded on any exchange and there is no
established public market for such shares. The price of the Company's shares
during each of its fiscal years is the book value of such shares as of the end
of the prior fiscal year.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG THE COMPANY, S&P 500 INDEX AND PEER ISSUERS**

[CHART]

COMPANY PEER ISSUERS S&P 500
----------- ------------ ----------

1989............................................. 100.0 100.0 100.0
1990............................................. 103.1 106.9 91.8
1991............................................. 97.0 112.1 112.5
1992............................................. 92.3 118.4 117.8
1993............................................. 92.9 125.9 131.9
1994............................................. 92.6 134.5 135.3

Assumes $100 invested on August 31, 1989 in Company
common stock, S&P 500 Index and Peer Issuers common
stock
* Total return assumes reinvestment of dividends
** Fiscal years ended September 1, 1990, August 31,
1991, August 29, 1992, August 28, 1993 and
September 3, 1994

TRANSACTIONS WITH MANAGEMENT AND PERSONS
NAMED IN THE ADVISORY BALLOT

All directors of the Company and all persons named in the Advisory Ballot
who are not directors (or the firms with which such directors and persons are
affiliated) purchase groceries, related products and store equipment from the
Company or its subsidiaries in the ordinary course of business at prices and on
terms available to patrons generally. During the fiscal year ended September 3,
1994, no director of the Company or person named in the Advisory Ballot who is
not a director (nor the firms with which such directors and persons are
affiliated) accounted for in excess of 5% of the Company's consolidated sales.

In fiscal 1994, Grocers Capital Company ("GCC"), a subsidiary, acquired an
additional 25,000 shares of preferred stock of SavMax Foods, Inc. ("SavMax"), of
which director Michael A. Webb is the President and a shareholder. The purchase
price was $100 per share. At the time, GCC owned 40,000 shares of preferred
stock of SavMax which it acquired in fiscal 1992. As part of the new purchase of
preferred stock, the annual cumulative dividend on the 65,000 shares of
preferred stock owned by GCC was increased from $8.25 per share to $8.50 per
share, payable quarterly. Mandatory partial redemption of this stock at a price
of $100 per share began in 1994 and will continue annually thereafter for eight
years, at which time the stock is to be completely retired. GCC also purchased
from Mr. Webb and another member of his immediate family, 10% of the common
stock of SavMax for a price of $2.3 million. In connection with this purchase,
Mr. Webb, SavMax and GCC agreed that GCC will have certain preemptive rights to
acquire additional common shares, rights to have its common shares included
proportionately in any transfer of common shares by Mr. Webb, and rights to have
its common shares included in certain registered public offerings of common
stock which may be made by SavMax. In addition, GCC has certain rights, at its
option, to require that SavMax repurchase GCC's shares, and SavMax has certain
rights, at its option, to repurchase GCC's shares. In connection with these
transactions, SavMax entered into a seven year supply agreement with the

Company (to replace an existing supply agreement) whereunder SavMax is required
to purchase a substantial portion of its merchandise requirements from the
Company. The supply agreement is subject to earlier termination in certain
situations.

The Company guarantees certain obligations of SavMax under three leases of
market premises located in Sacramento, San Jose and San Leandro, California.
Each of these guaranties relates to the obligation of SavMax to pay base rent,
common area maintenance charges, real estate taxes and insurance during the
initial 20 year terms of these leases. However, the guaranties are such that the
Company's obligation under each of them is limited to an amount equal to sixty
monthly payments (which need not be consecutive) of the obligations guaranteed.
Base rent is $40,482 per month under the Sacramento lease and $56,756 per month
under the San Jose lease, in each case subject to a 7 1/2% increase at the end
of each five years. Base rent is $42,454 per month under the San Leandro lease,
subject to a 10% increase at the end of each five years. In consideration of
these guaranties, the Company receives a monthly fee from SavMax equal to 5% of
the base monthly rent under these leases.

During fiscal year 1993, the Company leased certain market premises to be
constructed and located in Sacramento, California, and in turn subleased the
premises to SavMax. The sublease to SavMax provides for a term of twenty years,
without options to extend, although SavMax has the option to acquire the
Company's interest under its lease on the condition that the Company is released
from all further liability thereunder. The premises will consist of
approximately 50,000 square feet and annual base rent under the sublease is at
the following per square foot rates: $8.00 during years 1 and 2; $8.40 during
years 3 through 5; $8.82 during years 6 through 10; $9.26 during years 11
through 15; and, $9.72 during years 16 through 20. In addition, the Company
receives monthly an additional amount equal to 5% of the base monthly rent.

The Company guarantees certain obligations of SavMax under two leases of
market premises located in Ceres and Vacaville, California. The leases have
initial terms expiring in January 2005 and April 2007, respectively. Base
monthly rent under the Ceres lease is presently $29,970, increasing to $32,175
and $34,425 in January of 1995 and 2000, respectively. Base monthly rent under
the Vacaville lease is presently $29,167, increasing by $25,000 per year in
April of 1997 and 2002. In consideration of these guaranties, the Company will
receive a monthly fee from SavMax equal to 5% of the base monthly rent under
these leases.

In fiscal 1993, GCC acquired one hundred fifty (150) shares of preferred
stock and three hundred thousand (300,000) shares of common stock of Major
Market, Inc. ("MMI"), of which nominee Richard L. London is the President and a
shareholder, for a price of approximately $1.5 million. GCC is finalizing an
agreement with MMI whereunder MMI will repurchase all of the preferred stock and
two hundred eighty-two thousand six hundred (282,600) shares of the common stock
for a price of $2.7 million, of which $2,580,000 will be represented by a
seven-year promissory note from MMI to GCC. The promissory note will bear
interest at prime plus two percent, adjusted quarterly, and will be secured by
the assets of MMI. As additional security, GCC will receive a guarantee from Mr.
London and a pledge of his shares in MMI. In connection with this repurchase,
Mr. London, MMI, GCC and certain other shareholders of MMI will agree that GCC
will have certain preemptive rights to acquire additional common shares, rights
to have its common shares included proportionately in any transfer of common
shares by Mr. London, and rights to have its common shares included in certain
registered public offerings of common stock which may be made by MMI. In
addition, GCC will have certain rights, at its option, to require that MMI
repurchase GCC's shares, and MMI will have certain rights, at its option, to
repurchase GCC's shares. In connection with these transactions, MMI will enter
into a seven-year supply agreement with the Company (to replace an existing
supply agreement) whereunder MMI will be required to purchase a substantial
portion of its merchandise requirements from the Company. The supply agreement
will be subject to earlier termination in certain situations.

The Company is presently negotiating a lease of certain market premises to
be constructed and located in Los Angeles, California, and which the Company
proposes to sublease to R-Ranch Markets, Inc., of which nominee Farid (Mike)
Shalabi is the President and a shareholder. The term of the lease will be
fifteen years, with four five-year options to extend. The premises are expected
to contain approximately 20,000 square feet. Base rent during the initial term
will be $9.00 per square foot, increasing by 15% during the first option

period and 5% during each of the three remaining option periods. In connection
with its proposed sublease of the premises to R-Ranch Markets, the Company would
receive monthly an additional rent equal to 5% of the base monthly rent.

In September 1992, the Company guaranteed the obligations of Mar-Val Food
Stores, Inc., of which Director Mark Kidd is the President and a shareholder,
under a lease of market premises located in Valley Springs, California. The
guarantee is of the obligations of Mar-Val Food Stores, Inc. to pay base rent,
common area costs, real estate taxes and insurance during the initial 15 year
term of the lease. Base rent under the lease is $10,080 per month. The Company's
total obligation under the guarantee, however, is limited to the sum of
$736,800. In consideration of its guarantee, the Company receives a monthly fee
from Mar-Val Food Stores, Inc. equal to 5% of the base monthly rent under the
lease.

The Company leases its produce warehouse to Joe Notrica, Inc., of which
director Morrie Notrica is the President and a shareholder. The lease is for a
term of five years expiring in November 1998 and contains an option to extend
for an additional five year period. Monthly rent during the initial term is
$24,000. If the option to extend is exercised, rent during the option period
will be the lesser of fair rental value or the monthly rent during the initial
term as adjusted to reflect the change in the Customer Price Index during the
initial term.

In fiscal 1994, GCC guaranteed a portion of a loan made by National Consumer
Cooperative Bank ("NCCB") to K.V. Mart Co., of which director Darioush Khaledi
is the President and a shareholder, and KV Property Company, of which director
Mr. Khaledi is a general partner. The term of the loan is eight years and the
loan bears interest at a floating rate based on the commercial loan base rate of
NCCB. The loan is collateralized by certain real and personal property. The
guarantee by GCC is limited to $210,000 of the principal amount of the loan. In
consideration of its guarantee, GCC will receive an annual fee from K.V. Mart
Co. equal to 5% of the guarantee amount.

Grocers General Merchandise Company (GGMC), a subsidiary of the Company, and
Food 4 Less GM, Inc. (F4LGM), an indirect subsidiary of Food 4 Less
Supermarkets, Inc., are parties to a joint venture agreement. Under the
agreement, GGMC and F4LGM are partners in a joint venture partnership known as
Golden Alliance Distribution. The partnership was formed for the purpose of
providing for the shared use of the Company's general merchandise warehouse
located in Fresno, California, and each of the partners has entered into a
supply agreement with Golden Alliance Distribution providing for the purchase of
general merchandise products from Golden Alliance Distribution.

SHAREHOLDER PROPOSALS FOR NEXT YEAR'S ANNUAL MEETING

Under the present rules of the Securities and Exchange Commission (the
"Commission"), and in view of the presently anticipated date of the Company's
Proxy Statement for this year's Annual Meeting of Shareholders, the deadline for
shareholders to submit proposals to be considered for inclusion in the Company's
Proxy Statement for next year's Annual Meeting of Shareholders is expected to be
October 9, 1995. Such proposals may be included in next year's Proxy Statement
if they comply with certain rules and

regulations promulgated by the Commission. Such proposals should be submitted to
the Corporate Secretary of the Company at the address of the Company's principal
executive office shown on the first page of this Statement.

BY ORDER OF THE NOMINATING
COMMITTEE OF THE BOARD OF
DIRECTORS
Dated: January 3, 1995

DAVID A. WOODWARD, CORPORATE SECRETARY

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K TO THE SECURITIES AND
EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED SEPTEMBER 3, 1994, EXCLUDING
EXHIBITS, MAY BE OBTAINED WITHOUT CHARGE BY WRITING TO THE CORPORATE SECRETARY
OF THE COMPANY AT THE ADDRESS OF THE COMPANY'S PRINCIPAL EXECUTIVE OFFICE SHOWN
ON THE FIRST PAGE OF THIS STATEMENT.

ADVISORY BALLOT
Mark up to 12 names, but not more than 12.

The parenthetical letter "N" designates representatives for Northern
California shareholders.

/ / Louis A. Amen / / Willard "Bill" MacAloney
(Incumbent) (Incumbent)

/ / John Berberian / / Jay McCormack
(Incumbent) (Incumbent)

/ / Del Clegg, Jr. (N) / / Louis Melillo

/ / William C. Evans (N) / / Morrie Notrica
(Incumbent) (Incumbent)

/ / John Fujieki, Jr. / / Michael A. Provenzano
(Incumbent)

/ / Gene A. Fulton / / Edward J. Quijada
(Incumbent)

/ / Lyle A. Hughes / / Allan Scharn
(Incumbent) (Incumbent)

/ / Darioush Khaledi / / Farid (Mike) Shalabi
(Incumbent)

/ / Mark Kidd (N) / / Jim Stump
(Incumbent) (Incumbent)

/ / Leonard R. Leum / / Kenneth Young (N)
(Incumbent) (Incumbent)

/ / Richard L. London

IMPORTANT!

This ballot is not a proxy. At this time we are not asking you for a proxy,
and request that you not send us a proxy.

This ballot is not valid unless returned in the envelope provided. It must be
received by January 20, 1995.

CERTIFIED GROCERS OF CALIFORNIA, LTD.

Candidates' Statements
- --------------------------------------------------------------------------------

[PHOTO]

LOUIS A. AMEN
(Incumbent)
Super A Foods, Inc.
Los Angeles & Orange Counties

For the past 20 years, Mr. Amen has served on the board of directors of
Certified Grocers. Currently, Mr. Amen is a member of the Finance,
Administrative, Marketing, Real Estate, and Personnel and Executive Compensation
Committees. In addition, Mr. Amen serves as a director on the following Cergro
subsidiaries: Grocers General Merchandise Company, Grocers Specialty Company,
and Springfield Insurance Company, Ltd. Mr. Amen is a director and past chairman
of California Grocers Association.
Mr. Amen is the owner-operator of Super A Foods with 10 stores. He has
been actively involved in the food industry for over 50 years and a Certified
member of 42 years.

[PHOTO]

JOHN BERBERIAN
(Incumbent)
Berberian Enterprises, Inc.
dba
Jons Markets
Los Angeles

Mr. Berberian is currently a member of Cergro's board of directors where
he serves on the Real Estate and Retail Development Committees. Mr. Berberian
also serves as chairman of the board of Grocers Specialty Company and is a
director of Grocers General Merchandise Company, both Cergro subsidiaries.
Mr. Berberian is the owner and president of Jons Markers which operates
ten successful independent stores. Because it is a family-owned chain, Mr.
Berberian has acquired experience in all phases of retail operation.
Since 1977 when he opened his first store, Mr. Berberian has been an
active member of Cergro and has worked closely with them. As Jons Markets grew
to ten stores in a relatively short time, Mr. Berberian has learned how valuable
Cergro is to its members and is sensitive to the many problems facing
independents today.
Mr. Berberian believes that his past experience as a Cergro board member
will enable him to make a positive contribution to the Cergro membership.

[PHOTO]

DEL CLEGG, JR.
Alpine Colony Enterprises, Inc.
dba
Cookie Crock Market
Cambria

Mr. Clegg is the vice president and general manager of Alpine Colony
Enterprises, Inc., dba Cookie Crock Market. His 22 years of experience in the
industry has given him hands on knowledge of all phases of daily store
operations, including all aspects of financial planning and new store
development, leading to a 21-fold increase in sales in 14 years. He has been a
Certified member for 14 years and has served on several Certified Steering
Committees. He works with GEC, a subsidiary of Certified, and software
manufacturers as a test site for new technology. He also serves on the board of
NCGA.
Being a member of the southern division before transferring to the
northern division at its inception, he feels he would be able to create stronger
unity between north and south to benefit Certified as a whole. Mr. Clegg
believes in Certified's future and realizes that independents must stick
together and utilize the opportunities provided by Certified in order to
maintain and enhance the industry as we know it.

[PHOTO]

WILLIAM (CHUCK) EVANS
(Incumbent)
Twain Harte Market, Inc.
Twain Harte

Mr. Evans is president and co-owner with his wife of Twain Harte Market in
Twain Harte, California. He started in the grocery industry in 1946 with Purity
Stores. After four years in the U.S.A.F., he worked with Safeway Stores,
managing for 20 years.
In 1979, he and his wife purchased a small 4,000 sq. ft. grocery store in
Twain Harte. In 1982, they opened a new 20,000 sq. ft. market in a new shopping
center in that same city.
Mr. Evans is very involved in community organizations. He has been the
past president of the Rotary Club and the Chamber of Commerce. He currently
serves on the board of El Capitan National Bank and is financial chairman for
Outreach, through Young Life International, to high-school-age people in Russia.
Mr. Evans is very active in the grocery industry, and has been selected as
an Outstanding Independent Grocer for nine years straight by Progressive Grocers
Magazine. He currently serves as a director on the boards of NCGA and CGA.
Mr. Evans states, "I'm excited about what is happening at Certified. Many
good changes are going on, and I hope I continue to be a part of that."
Mr. Evans is currently a member of Certified's board of directors and
serves on the Retail Development Committee. He also serves as a director of
Grocers Capital Company and Grocers Specialty Company, both Certified
subsidiaries.

CANDIDATES' STATEMENTS
- --------------------------------------------------------------------------------

[PHOTO]

JOHN T. FUJIEKI, JR.
Star Markets, Ltd.
Honolulu, Hawaii

Mr. Fujieki is senior vice president of Star Markets, Ltd., headquartered
in Honolulu, Hawaii. Star Markets is a successful family-run business that has
been in operation in Hawaii since 1927. Currently, there are nine Star Markets
stores.
Mr. Fujieki began working in the family business at the age of 12. While
attending Chaminade College in Hawaii, Mr. Fujieki worked full time in the
family business. Hands-on experience has earned him the respect of many
employees and business peers. He has a deep understanding of the grocery
business through visits to many retailers across the country and in the Pacific
Region. Mr. Fujieki has served on the board of Certified's wholly-owned
subsidiary, Hawaiian Grocery Stores, Limited.
Mr. Fujieki believes that he can contribute a new, fresh, global approach
to the industry, and will strive to find new ways to expand business
opportunities.

[PHOTO]

GENE FULTON
(Incumbent)
Jensen's Complete Shopping, Inc.
dba
Jensen's Finest Foods
Blue Jay

Mr. Fulton currently serves as a member of Certified's board of directors.
He is also a member of the Nominating Committee and is a director of Grocers and
Merchants Insurance Service, Springfield Insurance Company, Grocers General
Merchandise Company, and Grocers Specialty Company.
Mr. Fulton started his grocery industry career in 1957 as a box boy,
advancing to the post of general manager in 1971. Ten years later, he purchased
the original Jensen's Finest Foods in Blue Jay.
As president of Jensen's Finest Foods, Mr. Fulton now operates markets in
Blue Jay, Palm Desert, and Palm Springs. He also operates convenience stores in
Lake Arrowhead and Rancho Mirage, dba Jensen's Minute Shoppe.
He is active in community affairs and is a firm believer that the
independent has a strong future in California. He feels that times such as these
are truly tough for all of us, and it is imperative that we keep our product
costs as low as possible. This is his number one goal. Mr. Fulton welcomes your
ideas and support.

[PHOTO]

LYLE A. HUGHES
(Incumbent)
Yucaipa Food Fair, Inc.
dba
Calimesa Food Fair
Calimesa

At present, Mr. Hughes is a Certified board member and serves on the
Audit, Finance, and Retail Development Committees. He serves as chairman of
Grocers Equipment Company and is a director of Grocers Specialty Company, both
Certified subsidiaries.
Mr. Hughes has worked in the grocery industry for the past 41 years and is
now a partner-owner and general manager of Calimesa Food Fair in Calimesa,
California. He is also chairman of the Inland BIG Ad Group and a strong
supporter of Certified, with purchases from all departments.
Mr. Hughes feels there is a definite future for independent operators
provided Certified is able to remain strong and continues to be a low-cost
supplier of product. He also believes Certified must foster a climate in which
current and new operations can thrive and grow. With your help he will work
toward these goals.

[PHOTO]

DARIOUSH KHALEDI
(Incumbent)
K.V. Mart Co.
dba
Top Valu Markets &
Valu Plus Food Warehouses
Los Angeles and Orange Counties

Mr. Khaledi, chairman and chief executive officer of K.V. Mart Co., opened
the first Top Valu Market in Torrance in 1977, and has been a member of
Certified Grocers from that time forward. He now operates nine Top Valu Markets
and four Valu Plus Food Warehouse Markets.
Mr. Khaledi was elected to the board for a third time last year and, as a
director, plays a major role in the re-engineering of Certified Grocers. He is
an active member of the Finance, Personnel and Executive Compensation, and the
Retail Development Committees, as well as a director of Grocers Equipment
Company and Grocers Capital Company.
Mr. Khaledi was honored five times by the Progressive Grocers Magazine,
and serves on the board of directors for the Food Marketing Institute,
California Grocers Association, and the Food Industry Insurance Association. He
maintains a high visibility in the industry and is very involved in industry
issues, at the local, state, and national levels.
Mr. Khaledi graduated with a masters degree in civil engineering from
Tehran Polytechnic in 1968, and graduated from the University of Southern
California's Effective Management Program in 1981.

CANDIDATES' STATEMENTS
- --------------------------------------------------------------------------------

[PHOTO]

MARK KIDD
(Incumbent)
Mar-Val Food Stores, Inc.
Central Valley

Mr. Kidd is the owner and president of Mar-Val Food Stores, a family-run
company in the Central Valley.
Mr. Kidd is presently a director on the Certified board and serves as a
member of the Retail Development and Nominating Committees. He is the chairman
of both the Grocers and Merchants Insurance Service and Springfield Insurance
Company, and a director of Grocers Equipment Company. He is actively involved in
all aspects of the grocery industry. Mr. Kidd has been involved in the grocery
business for 27 years, beginning in his high school years. He then went on to
graduate from Brigham Young University, returning to California to begin to
build the company business.
Mr. Kidd has served on the Northern California Grocers Association board
of directors, becoming chairman in 1984. He has served on the board of directors
of both California Grocers Association and National Grocers Association. He is
active in his community and church affairs. Mr. Kidd feels that independent
grocers need to work together in combating the competition of the major chains.
Mr. Kidd welcomes your ideas and asks for your support.

[PHOTO]

LEONARD R. LEUM
(Incumbent)
Pioneer Foods, Inc.
Los Angeles

Mr. Leum is past chairman of the Certified board of directors and has
represented the membership as a director for the past 20 years. He is currently
chairman of the Audit Committee and serves as a director of both the Personnel
and Executive Compensation and Finance Committees. Mr. Leum also serves as the
Chairman of Grocers Capital Company, a subsidiary of Certified.
Mr. Leum has been actively engaged in the retail food industry since 1940,
and a Certified member since 1966.
Because of his active role in the management of his company, Mr. Leum is
acutely aware of problems and concerns facing independent operators served by
Certified. As a board member, he has concentrated his efforts on those concerns.
Mr. Leum is past chairman of the board of the California Grocers
Association, and a past director, past chairman, and past president of the
Southern California Grocers Association.

[PHOTO]

RICHARD L. LONDON
Major Market, Inc.
San Diego County

As president and chief executive officer of Major Market, Mr. London put
together an aggressive, talented team and started the highly successful company
six years ago in North San Diego County. Currently they have two high volume
stores, one in Fallbrook and the other in Escondido. Extensive expansion plans
are scheduled concentrating on North San Diego County.
The Escondido store was designed by Mr. London and features a full service
French bakery, food service "court" complete with Chinese and Mexican kitchens
and a barbecue mesquite grill. The store is unique in concept and design, form
the fresh fruits and vegetables, to the fresh service seafood and butcher shop.
Beginning his grocery career with Vons Companies in 1952, Mr. London
progressed through the ranks to senior vice president in 1983, third in command
of approximately 180 stores. He served on the board of directors and the
executive, real estate, and store planning committees while at Vons. He
currently serves on the board of directors for Major Market.
He was recently elected to serve on the board of directors for California
Grocers Association.
Mr. London is considered a visionary in the grocery industry with a long
history of successes. As Certified moves further into the challenging '90s, his
commitment to excellence and innovative contributions will be invaluable assets
to the entire Certified organization.

[PHOTO]

WILLARD "BILL" MacALONEY
(Incumbent)
Mac Ber, Inc.
dba
Jax Markets
Los Angeles and Orange Counties

For the past 13 years, Mr. MacAloney has served on the board of directors
of Certified Grocers. Currently, he chairs the Certified board of directors and,
as chairman, he is an ex-officio member of all board committees and ex-officio
director of all Certified subsidiaries. Mr. MacAloney utilizes Certified's many
programs to help fuel the success of Jax Markets.
In addition to his Certified responsibilities and the operation of his
four successful Jax Markets, Mr. MacAloney is a board member of the Food
Marketing Institute (FMI) of Washington, D.C., California Grocers Association
(CGA) and Western Association of Food Chains (WAFC).
Mr. MacAloney believes (1) the board of directors should be the driving
force in establishing Certified's future for the success of the independents and
(2) a strong co-op is fundamental to the survival of independent grocers in our
changing marketplace. Mr. MacAloney is accustomed to getting results even
through the most difficult times and feels that this is the time to have board
members who can do the same.

CANDIDATES' STATEMENTS
- --------------------------------------------------------------------------------

[PHOTO]

JAY McCORMACK
(Incumbent)
Alamo Market, 29 Palms
Glen Avon Market, Glen Avon

Mr. McCormack is the owner-operator of Alamo Market since 1986, and
co-owner of Glen Avon Market, which opened in 1993. He worked for Certified
Grocers from 1975 to 1986, acquiring a working knowledge of the co-op and its
members.
Mr. McCormack has served you on Certified's board since July 1992, chairs
the Retail Development Committee, serves on the Finance and Nominating
Committees, and is a director of Grocers Equipment Company and Hawaiian Grocery
Stores.
Mr. McCormack believes the board is ultimately responsible for the
successful operation of Certified Grocers. He believes the company should focus
on 3 major objectives:
1. Provide retailers with competitively priced merchandise which permits
strong retail margins;
2. Maximize the re-engineering benefit to reduce operating costs and;
3. Increase sales through aggressive marketing to current and prospective
members.
Mr. McCormack welcomes the opportunity to serve you. Please call him with
comments or concerns at (619) 367-7216.

[PHOTO]

LOUIS MELILLO
Louis Foods, Inc.
Pasadena

Mr. Melillo began his grocery career in a family store outside Boston at a
very young age. His move to California brought him to Boys Markets, and a
clerk's job. His many years and positions brought him to the top position of
executive vice president. In 1979 he left the corporate world to become an
independent store owner.
During his many years in the grocery industry, Mr. Melillo was heavily
involved in Food Industry Associations, and was elected chairman on the board of
the Southern California Grocers Association (1978-1979).
Prior to opening his own store, he taught marketing and management classes
for many years at the UCLA School of Business.
Mr. Melillo has been through the many cycles of the grocery business. He
has a strong commitment to Certified, and believes that his contribution can
strengthen Certified's and its member's future. He enjoys challenges and knows
how to survive throughout the toughest times, and competition. He believes that
to remain strong through the tough times is insurance for a successful future.

[PHOTO]

MORRIE NOTRICA
(Incumbent)
Joe Notrica, Inc.
dba
The Original 32nd Street Market
Los Angeles County

Mr. Notrica is president and sole operating officer of one of the largest
independent markets in Los Angeles. Under his direction, The Original 32nd
Street Market has expanded from 1,800 to 50,000 square feet and is still
growing. In addition, he has opened four more stores.
In his more than 43 years in the food industry, Mr. Notrica has been
active in every phase of the business from the buying of produce and other
department commodities, to the complex areas of accounting, payroll and other
corporate functions. He is an innovator whose 16 checkstand scanning registers
have attracted interest from retailers as far away as New Zealand, Japan, and
Finland.
Mr. Notrica has received resolutions from the Los Angeles City Council and
the California State Assembly for his civic affairs activity. He has also
received the Progressive Grocers Merchandising Award for 1985-1986 and the
Mexican American Grocers Association Retailer of the Year Award for 1987. A
member of the Certified board of directors, he serves on the Nominating and
Retail Development Committees, and the boards of Grocers and Merchants Insurance
Service, Grocers General Merchandise Company, Grocers Specialty Company,
Hawaiian Grocery Stores, and the Springfield Insurance Companies. He is also a
director of California Grocers Association, a member of the Public Affairs
Assembly of the Food Marketing Institute, and serves on the board of directors
for the Mexican American Grocers Association. He believes that the retail food
industry is a "people business" and he's involved.

[PHOTO]

MICHAEL A. PROVENZANO
(Incumbent)
Pro & Son's, Inc.
dba
Southland Market
Ontario

Mr. Provenzano has worked for 36 years in the grocery industry. He is a
graduate of Cal Poly Pomona, where he majored in business. He received a food
industry scholarship to USC, and was nominated to the roster of Outstanding
Young Men of America.
Mr. Provenzano serves as director on the Finance and Retail Development
Committees, as well as the subsidiary boards for Grocers and Merchants Insurance
Service, Grocers Specialty Company, and the Springfield Insurance Companies. He
is past chairman of the California Grocers Association and was just again
selected to serve as director on that board. Representing the independents, he
serves as a committee member to the Food Marketing Institute (FMI).
Mr. Provenzano purchased Southland Market in 1979. In 1987 he was voted
one of the top independents across the United States.
As an independent, he recognizes the needs of retail operators in our
changing marketplace and will offer his best efforts to represent you on the
board. He welcomes your questions. You may call him at 909/984-8711.

CANDIDATES' STATEMENTS
- --------------------------------------------------------------------------------

[PHOTO]

EDWARD J. QUIJADA
Tresierras Brothers Corporation
San Fernando and Santa Clarita Valleys

Mr. Quijada is the executive vice president of Tresierras Brothers
Corporation, a family-run company serving the communities surrounding its four
supermarkets and bakery for 50 years.
Mr. Quijada has over 22 years of management experience, including 16 years
with the Space and Defense division of TRW Inc., a high technology firm in
Redondo Beach. While at TRW he held management positions of increasing
responsibility, culminating with a position as assistant division manager of
procurement and material. He's currently a supply corps captain (06) in the
United States Naval Reserve with over 34 years of service. He is now the deputy
commander of Naval Reserve Logistics Task Force Pacific, a high visibility
contingency response unit in San Diego.
Mr. Quijada has served on the board of directors of Valley Pride
Development Corporation, Loyola Marymount University's Mexican-American Alumni
Association, and TRW's Career Opportunities for Youth, Inc. He holds a bachelors
and masters degree in business administration from Loyola Marymount University.
This experience and education, plus his active role in all aspects of the
management of his company, bring a UNIQUE and FRESH PERSPECTIVE to the problems
and concerns of independent operators. Mr. Quijada's campaign slogan is "WE NEED
NEW BLOOD" on the Certified board of directors.

[PHOTO]

ALLAN SCHARN
(Incumbent)
Gelson's Markets
Mayfair Markets
Encino

Mr. Scharn is currently a member of Certified's board of directors, and is
chairman of Grocers General Merchandise Company, one of Certified's
subsidiaries.
Following six years with Serber's Foods, a three-store independent grocer,
Mr. Scharn joined Gelson's Markets in 1960 as a grocery clerk. He has
subsequently served as assistant manager, grocery manager, store manager,
grocery, frozen food and general merchandise buyer, vice president and general
manager and is currently, president of Gelson's Markets.
Mr. Scharn believes that the independent food retailer's survival and
ability to grow in the competitive Pacific marketplace can be assured only if we
position Certified to professionally, equitably, and competitively provide
services and resources by all its members.

[PHOTO]

FARID (MIKE) SHALABI
R-Ranch Markets, Inc.
Los Angeles and Orange Counties

Mr. Shalabi is currently a successful businessman involved in the
ownership and personal operation of several independent grocery stores,
warehouses, and a real estate investment company.
Mr. Shalabi's solemn pledge is to extend his utmost abilities and
expertise for the betterment of Certified Grocers and its independent grocers
membership. He is eager and willing to devote his energies and acumen to make a
better business climate for his independent grocer fellow operators. As part of
his due diligence, he plans to participate in upgrading the current Certified
system of purchasing, service fees, and delivery fee structure to a greater
degree.
Mr. Shalabi is president of the Modern Independent Grocers Group.
Your vote for Mike Shalabi is a vote for first-class leadership and
confidence in the future.

[PHOTO]

JIM STUMP
(Incumbent)
Stump's Market, Inc.
San Diego

Currently, Mr. Stump is a member of Certified's board of directors and
serves on the Personnel and Executive Compensation, Finance, and Retail
Development Committees. He is the chairman of the Nominating Committee and a
director for Grocers Equipment Company and Hawaiian Grocery Stores, both
Certified subsidiaries.
Mr. Stump has worked in the grocery industry for 40 years, 22 of them with
a chain operation where he rose to the post of district manager responsible for
22 stores. He has spent the past 18 years developing and operating his own
stores. He is president of Stump's Market, Inc., San Diego.
Mr. Stump believes, because of his experience in both chain-store and
single-store operations, he can relate to the problems and opportunities of
each. He feels strongly that areas as large as San Diego and Imperial Counties
should have representation on the board.

CANDIDATES' STATEMENTS
- --------------------------------------------------------------------------------

[PHOTO]

KENNETH YOUNG
(Incumbent)
Jack Young's Supermarkets
dba
Young's Markets
Visalia

Mr. Young is vice president and a stockholder of Young's Markets, a
family-run company that has been a member of Certified Grocers since 1950 (44
years). Young's Markets operates six supermarkets located in Visalia and
Bakersfield. Mr. Young has been involved in food retailing since 1960 and is
experienced in all phases of the business including operation, purchasing,
advertising, personnel, accounting, data processing, and real estate.
Mr. Young holds a masters degree in accounting from UCLA and a B.S. degree
from USC's Food Distribution Program (1967-1968). Mr. Young was a supporter of
Future Business Leaders of America in high school and is now a professional
member of FBLA. He is married and has a son and a daughter (twins) 17 years old.
Mr. Young currently serves as a member of Certified's board of directors
and is a director of the Audit and Finance Committees.
Mr. Young feels that an aggressive, efficient wholesaler is tantamount to
the survival of the independent operators and vice versa. He states, "The
wholesaler must provide products and services at competitive prices. Independent
operators must support their wholesaler to maintain or increase the wholesaler's
sales volume so that the wholesaler can operate more efficiently. A co-op must
be run like any other business; it must be run efficiently as possible to
produce profits for its members."

January 3, 1995

Dear Certified Shareholder:

A Nominating Committee has been appointed by the Board of Directors of Certified
Grocers of California, Ltd., to select nominees for election as Directors for
the 1995 Board of Directors.

The enclosed Advisory Ballot is being solicited by the Nominating Committee from
the holders of Certified's Class A shares. This is being done to assist the
Nominating Committee in selecting the 12 persons who will be nominated by the
Board of Directors for election by the holders of the Class A shares. In
selecting candidates for the Advisory Ballot, the Nominating Committee has
reviewed names suggested by shareholders, as well as those provided by
Certified's management. The individuals appearing on the Advisory Ballot have
been contacted to determine their willingness to have their names placed on the
Advisory Ballot and each has consented.

The Nominating Committee and the Board of Directors, in recognition that member
patrons in Northern California represent 30% of Certified's sales, took action
in 1992 to ensure that there will be representation of Northern California
shareholders among those nominated for election to the Board of Directors.
Accordingly, the Nominating Committee will place in nomination for election to
the Board of Directors a minimum of two (2) names from the candidates
representing Northern California on the Advisory Ballot.

We are also enclosing an information statement regarding the Advisory Ballot as
well as individual statements by each of the persons named in the Advisory
Ballot. You should carefully review these materials before voting on Advisory
Ballot.

The Advisory Ballot contains the names of 21 persons, 15 of whom are incumbent
Directors. In addition, 4 persons represent Northern California, 3 of whom are
incumbents. As the holder of Class A shares of Certified, you are entitled to
vote for up to 12 names on the Advisory Ballot -- one vote for each name
selected. While you may vote for fewer than 12 of the persons named in the
Advisory Ballot, your Advisory Ballot will be invalidated if you vote for more
than 12 of the named persons. In addition, if you cast more than one vote for
any such person named in the Advisory Ballot, only one vote will be counted for
that person and the additional votes will be disregarded.

Coopers & Lybrand, L.L.P., an independent outside auditing firm, will tally the
votes.

To assure accuracy and accountability, Coopers & Lybrand, L.L.P. has requested
that the control number appearing on the enclosed return envelope not be
removed.

THE ADVISORY BALLOT WILL NOT BE VALID UNLESS IT IS RETURNED IN THE ENVELOPE
PROVIDED AND THE CONTROL NUMBER IS LEGIBLE.

The Advisory Ballot is your opportunity to express your choice for nominees for
election as Directors by the holders of Certified's Class A shares. YOUR VOTE IS
VERY IMPORTANT, and we urge you to please vote your preference and return your
Advisory Ballot so it is received by Coopers & Lybrand, L.L.P., on or before
JANUARY 20, 1995.

THE NOMINATING COMMITTEE
Jim Stump, Chairman
Gene Fulton
Mark Kidd
Jay McCormack
Morrie Notrica
Bill MacAloney (Ex-Officio Member)
Alfred A. Plamann (Ex-Officio Member)

PLEASE NOTE: The Advisory Ballot is not a proxy, and at this time we are not
asking you for a proxy and you are requested not to send us a proxy.

[Cookie Crock [Photo]
Super Market Logo]

DON'T FORGET
TO VOTE
CERTIFIED'S
ADVISORY BALLOT

Voice your choice for Certified's Board of Directors.

Thanks for your support,
DEL CLEGG, JR.

[Cookie Crock [Photo]
Super Market Logo]

December, 1994

DEAR FELLOW CERGRO MEMBER:

I co-own and operate the Cookie Crock Supermarket in San Luis Obispo County on
the Central California Coast. We compete with Lucky's, Albertson's, and Vons. I
am seeking a position on the Board of Directors because of my strong belief that
Certified's future will continue to depend upon the destiny of the independent
grocer.

Certified's great strength is in its collective buying power and in its ability
to move mass amounts of merchandise from the manufacturer to the consumer. This
is equally true whether from the perspective of the independent grocer or from
that of a multiple store chain. My special location (half way between Los
Angeles and San Francisco) and my 14 years with Certified makes me an
appropriate liaison between Northern and Southern Divisions.

Although I feel communication is one of my strongest traits, my service to the
Board would also be built upon my ability to put together coalitions of
differing interests for the advancement of all. I feel strongly that serving the
customer, whomever they may be, is the number one priority to enable our
industry to continue being successful in the years to come.

Please cast your vote on the 1995 Advisory Ballot and accept my offer to serve
you, the customer of Certified Grocers.

Respectfully submitted,

DEL CLEGG, JR.
Vice President

[Star Market]

John T. Fujieki is senior vice president of Star Markets, Ltd. headquartered in
Honolulu, Hawaii. Star Markets is a very successful family run business that has
been in operation in the 50th state since 1927. There are nine stores. Six
stores are located on the island of Oahu, two stores are on Maui and one store
on the island of Kauai.

John began working in the family business at the age of twelve. He worked his
way through Chaminade College in Hawaii and then began working full time in the
family business. Training, discipline and learning through a hands-on experience
has earned John the respect of many employees and business peers. He has a deep
understanding of the grocery business through visits to many retailers across
the country and in the Pacific Region. Many current store operations at Star
Markets emulate the best of management and marketing techniques from around the
world.

"MY REASON TO SERVE ON THE BOARD OF DIRECTORS OF CERTIFIED GROCERS IS TO
CONTRIBUTE A NEW, FRESH GLOBAL APPROACH TO OUR INDUSTRY. I ALSO OFFER YOU MY
EXPERIENCE AS A MEMBER OF THE BOARD OF DIRECTORS OF CERTIFIED'S WHOLLY OWNED
SUBSIDIARY, HAWAIIAN GROCERY STORES, INC.

PLEASE CAST YOUR VOTE FOR ME AND I WILL STRIVE TO FIND NEW WAYS TO MAKE OUR
BUSINESS MORE BENEFICIAL TO US ALL."

Elect John T. Fujieki to the board of directors of Certified Grocers.

Over 60 years ago, Tsunejiro Fujieki and his wife Mika had a dream of starting a
family business. What's come of their efforts has turned out to be bigger than
anyone in the family could have imagined.

It began as a simple meat market in 1929, in a modest building on Cooke Street,
with Mika doing the butchering and Tsunejiro manning the front. Theirs was a
neighborly shop, with friendly service and great deals on quality products.
After closing time, the Fujiekis would often stay and work into the night to
ensure a pleasant shop for the customers the next day.

Eventually this first Star Market expanded to include groceries, and the Fujieki
sons began to help out after school. Soon their little store turned out to be a
giant success, and the Fujiekis called a family council to discuss the future of
the business.

The Fujiekis retired in 1939, and their sons Richard, John, and George took
over. Having had eight years' experience with their parents, the sons knew how
the retail grocery business worked. In 1940, they opened a second market on
South Beretania Street; five years later, they opened a third, at Liliha and
School Streets. Each of the sons managed one store.

In 1948 the brothers began to modernize and enlarge their markets, and by 1949
the chain was four modern markets strong, each offering a complete line of
groceries, fresh fruits and vegetables, meats, fish, liquors, frozen foods, and
household merchandise. Business had tripled by then, and staff had increased to
25.

Time came again to pull the family together and discuss the future. The brothers
realized that the medium-sized markets would quickly become obsolete, and made
plans accordingly.

Six years and four hundred thousand dollars later, John and George opened the
first Star supermarket. On the corner of Beretania and King Streets, the
building offered 13,500 square feet of selling space and remains one of
Honolulu's top supermarkets today. The brothers opened a second supermarket at
Kamehameha Shopping Center in 1959, the largest supermarket on the islands with
20,000 feet of selling space, air conditioning, a public address system and
other modern features. About a year later, they purchased four supermarkets from
Western Super, at the Waialae Shopping Center, Kaimuki, Kailua, and Halawa,
bringing the total up to nine supermarkets.

The Fujieki family continues to stay at the forefront of technical developments
and supermarket trends. In 1980 they computerized their data processing, and in
1982 they added grocery scanners. Star Markets today offers service delis,
in-store bakeries, and even reusable canvas grocery bags for the
environmentally-concerned.

And yet, with so much growth, George, John, Richard, and Raymond Fujieki still
believe in the same values of service and neighborliness that their parents
believed in. Now, even as the fourth largest food chain in Hawaii, Star Markets
hasn't forgotten its mom-and-pop roots.

[Louis Foods Logo]

Mr. Melillo began his grocery career in a family store outside of Boston, at a
very young age. His move to California brought him to Boys Market, and a clerks
job. His many years and many positions brought him to the top position of
Executive Vice President. In 1979 he left the Corporate world to become an
Independent store owner.

During his many years in the Grocery Industry Mr. Melillo was heavily involved
in Food Industry Associations, and was elected Chairman of the Board of the
Southern California Grocers Association (1978-1979).

Prior to opening his own store Mr. Melillo taught Marketing, and Management
classes for many years, at the UCLA School of Business.

Mr. Melillo has been through the many cycles of the Grocery Business. He has a
strong commitment to Certified, and believes that his contribution can
strengthen Certified's future, as well as the members. He enjoys challenges and
knows how to survive throughout the toughest times, and competition. To remain
strong through the tough times is insurance for a successful future.

I Hope I can count on your vote.

Sincerely,

Louis C. Melillo
President

[Tresierras Brothers Corporation Logo]
P.O. Box 9202 Sylmar, California 91392
13712 Foothill Boulevard Sylmar, California 91342
(818) 362-0433
- --------------------------------------------------------------------------------

Fellow Certified Member:

I am the Executive Vice President of Tresierras Bros. Corporation which has just
celebrated its 50th anniversary. My responsibilities include managing all
aspects of this expanding family run business of four supermarkets and a bakery.

Tresierras Bros. Corporation has always been a loyal member of Certified.
Excellence is needed from Certified for us to remain competitive and profitable.
Although I believe good progress has been made this past year to improve and
streamline Certified's operation by reducing head count by approximately 1,000
employees, I know much remains to be done. For example, Certified's Cross Dock
program implemented this year is a step in the right direction, however, it does
not go far enough to satisfy the independent operator's needs because the item
selection is too limited. Without some new leadership and ideas on the Board, I
question whether necessary further major improvements will be realized.

I am confident my unique background and perspective can help make a difference
in making Certified a stronger, more efficient and effective organization. I
firmly believe what we need on the Board are fresh ideas and new ways of looking
at problems and concerns.

I bring over 22 years of management experience including 16 years with TRW, Inc.
Space and Electronics and 24 years of U.S. Navy experience. I am currently a
Naval Reserve Supply Corps Captain (06) and am the Deputy Commander of the
Logistics Task Force Pacific. Both at TRW and with the Navy, I have extensive
experience in implementing Total Quality Management (TQM). In fact, I have also
been successful utilizing TQM approaches at Tresierras Bros. Corporation.

My campaign slogan is "we need new blood" on the Board of Directors for
Certified Grocers of California, Ltd. If you agree, then I solicit your support
to vote for me.

Very Truly Yours,

Edward J. Quijada
Executive Vice President

[R Ranch Market Logo]
R-RANCH MARKET, INC. R-RANCH MARKET, INC.
2521 W. McFadden 4040 W. Washington
Santa Ana, CA 92704 Los Angeles, CA 90016
(714) 541-4355 (213) 732-9153
FAX (714) 541-2310 FAX (213) 732-6648

Name Date:
COMPANY
Address
City, State, ZIP

(Salutation):

It is with the greatest of pleasure that I ask you, as a fellow Independent
Grocer, for your vote to place me on the Board of Directors of Certified Grocers
of California.

When elected, I give you my solemn promise to extend all of my considerable
energy, business expertise and acumen, to improve the status and procedures of
our fine CERGRO organization and better your business environment.

In particular, and among other changes, my objective is to improve arrangements
with upgrading the current Certified system of purchasing, service fees, and
delivery fee structure to a greater degree.

I pledge that your vote for me, Mike Shalabi, is a vote for first class
leadership and to advance the future success of your business.

I have confidence in your recognition.

Cordially,

Farid (Mike) Shalabi, President/CEO
R-Ranch Markets, Inc. & Affiliates

[JONS Markets Logo]
Corporate Offices: 5315 Santa Monica Boulevard, Los Angeles,
California 90029 (213) 460-4646
FAX (213) 962-3002]

JOHN BERBERIAN

Fellow Certified Member:

As you already know, I am campaigning for re-election to Cergro's Board of
Directors. I began in the retail grocery industry in 1977 and have developed my
company into a successful eleven-store supermarket chain.

Over the past few years, I have made significant contributions toward several
positive modifications at Certified in response to your overwhelming concerns. I
am and will continue to be actively involved with Cergro's policies and programs
that will benefit all of us as members to enable ourselves to stay competitive
during these difficult economic times. I believe that with your support and my
past experience as a Board member, we can help keep Cergro a strong wholesaler.
Therefore, if you support a strong Certified organization then I respectfully
request that you vote for my re-election to the Board of Directors of Certified
Grocers of California, Ltd.

Thank you.

Sincerely,

John Berberian
President

[JONS Markets Logo]
Corporate Offices: 5315 Santa Monica Boulevard, Los Angeles,
California 90029 (213) 460-4646
FAX (213) 962-3002]

JOHN BERBERIAN

Fellow Certified Member:

I am currently a member of Certified Grocers' Board of Directors and serve on
the Finance Committee and Retail Development Committee. I am also a member of
the Board of Directors of Grocers Equipment Company, Grocers General Merchandise
Company and Chairman of the Board of Grocers Specialty Company.

I started in the grocery business almost two decades ago by purchasing my first
store in Los Angeles. With plenty of hard work and determination I have been
able to develop a chain to the current level of eleven stores. I have been and
still am a strong supporter of Cergro's policies and programs which have made it
possible for Independent persons like myself to expand and compete.

Additionally, I plan to remain in the grocery business well into the distant
future. Therefore I, like yourself, have concerns about the future of Certified
and the Independents in the California marketplace. Last year I worked
diligently to make some serious and positive changes in order to enable
Certified to maintain itself as a viable wholesaler.

If re-elected to the Board I promise to continue to help maintain Certified as a
strong wholesaler especially during these challenging economic times, I feel
that with a strong organization we will be able to compete in this market.

If you concur that Certified has the potential to become a stronger organization
then I solicit you to support me for the Board of Directors of Certified Grocers
of California, Ltd.

Sincerely,

John Berberian
President

Kenneth Young
Young's Markets
1313 S. Mooney Blvd.
Visalia, CA 93277

Dear Member:

As a member of Cergro, you are the reason for Certified Grocers' existence. The
Board of Directors should always remember that the members are number one. The
Board is there to serve its members.

I am running for re-election to the Board of Directors of Cergro representing
Northern California.

My first term serving on the Board of Directors of Certified has been exciting
for me as well as for Certified. Certified has a new President and CEO. Many
programs have been put in place to reduce costs and increase efficiency and
accountability. Certified is planning for the future, which looks bright.
Certified is on the right track to becoming an aggressive, efficient wholesaler.

I feel that an aggressive, efficient wholesaler is tantamount to the survival of
the independent operators.

As a member of the Board of Directors of Cergro, I will always work for you
because you are the reason that Certified Grocers exists. If you have any
questions or suggestions, please call me at (209) 625-9252.

I thank you for your support.

Sincerely,

Kenneth Young
Vice President

P.S. Please vote and send in your advisory ballot. You do not have to cast all
12 votes. Just vote for people that you know and people that you feel that
would do a good job. You can send in your ballot even if you only vote for
one person.