January 31, 1996

(213) 236-2717
00078-144

VIA ELECTRONIC TRANSMISSION

SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: CERTIFIED GROCERS OF CALIFORNIA, LTD.
FILE NO. 0-10815 -- PRELIMINARY PROXY MATERIAL

Ladies and Gentlemen:

On behalf of the above-named Company, and pursuant to Section 14(a) of the
Securities Exchange Act of 1934 ("Act"), Rule 14a-6(b) thereunder and the EDGAR
filing rules, we transmit for filing the following documents:

1. A preliminary copy of the Company's Notice of Annual Meeting of
Shareholders and Proxy Statement.

2. A preliminary copy of the Company's Proxy for Annual Meeting of
Shareholders.

3. A preliminary copy of the Company's Proxy Regarding Approval of
Loans or Guaranties.

Also, the Company has wired the sum of $125.00 to SEC 910-8739, Mellon Bank,
ABA No. 043000261, CIK No. 0000 320 431 to cover the filing fee pursuant to Rule
14a-6(i) of Section 14a of the Act.

Definitive copies of the foregoing materials are intended to be sent to the
Company's shareholders on February 13, 1996.

Very truly yours,

Neil F. Yeager
of BURKE, WILLIAMS & SORENSEN

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

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

CERTIFIED GROCERS OF CALIFORNIA, LTD.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------

PRELIMINARY COPY

CERTIFIED GROCERS OF CALIFORNIA, LTD.
2601 SOUTH EASTERN AVENUE, LOS ANGELES, CALIFORNIA 90040

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 2, 1996

The Annual Meeting of Shareholders of Certified Grocers of California, Ltd.,
a California corporation, will be held at the Wyndham Garden Hotel, 5757
Telegraph Road, City of Commerce, California, on April 2, 1996 at 9:00 a.m., for
the following purposes:

1. To elect the fifteen members of the Board of Directors for the
ensuing year, twelve by the holders of Class A Shares and three by the
holders of Class B Shares.

2. To transact such other business as may properly come before the
meeting.

The names of the nominees intended to be presented by the Board of Directors
for election as Directors for the ensuing year are set forth in the accompanying
proxy statement.

Only shareholders of record at the close of business on February 6, 1996
will be entitled to vote at the meeting.

All shareholders are cordially invited to attend the meeting in person.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, IT IS REQUESTED THAT YOU
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY RELATING TO THE ANNUAL MEETING AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. YOU MAY REVOKE YOUR PROXY IF YOU
ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES IN PERSON.

BY ORDER OF THE BOARD OF DIRECTORS

DAVID A. WOODWARD, CORPORATE SECRETARY

February 13, 1996

PRELIMINARY COPY

CERTIFIED GROCERS OF CALIFORNIA, LTD.
2601 SOUTH EASTERN AVENUE, LOS ANGELES, CALIFORNIA 90040

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

PROXY STATEMENT
-------------------

INTRODUCTION

This proxy statement is furnished in connection with the solicitation by the
Board of Directors of
Certified Grocers of California, Ltd. (the "Company") of proxies for use (1) at
the Annual Meeting of Shareholders to be held April 2, 1996, or at any
adjournment thereof (see, "SOLICITATION OF PROXIES FOR USE AT ANNUAL MEETING"),
and (2) in connection with the approval of certain loans or guaranties by the
Company or its subsidiaries (see, "SOLICITATION OF PROXIES REGARDING LOANS OR
GUARANTIES"). Separate forms of proxy apply to the Annual Meeting and to the
approval of such loans or guaranties. These separate forms of proxy accompany
this proxy statement.

A shareholder giving a proxy may revoke it at any time before it is
exercised by filing with the Secretary of the Company a written revocation or a
fully executed proxy bearing a later date. A proxy may also be revoked if the
shareholder who has executed it is present at the meeting and elects to vote in
person.

These proxy materials were first mailed to shareholders on or about February
13, 1996. The cost of soliciting the proxies, including the printing, handling
and mailing of the proxies and related material, will be paid by the Company.
Proxies may be solicited by officers and regular employees of the Company by
telephone or in person. These persons will receive no additional compensation
for their services.

SOLICITATION OF PROXIES FOR USE
AT ANNUAL MEETING

OUTSTANDING SHARES AND VOTING RIGHTS

Only the holders of Class A Shares of record and the holders of Class B
Shares of record at the close of business on February 6, 1996 are entitled to
vote at the Annual Meeting. On that date, the Company had outstanding 50,600
Class A Shares and 365,529 Class B Shares.

The Board of Directors of the Company consists of 15 directors, 12 of whom
are to be elected at the Annual Meeting by the holders of the Company's Class A
Shares and 3 of whom are to be elected by the holders of the Company's Class B
Shares.

Each class of shares is entitled to one vote for each share on those matters
with respect to which the class is entitled to vote. However, if any shareholder
gives notice of his intention to cumulate his votes in the election of directors
before any votes have been cast in such election, then all shareholders may
cumulate their votes in the election of directors. Under cumulative voting, each
holder of Class A Shares may give one nominee a number of votes equal to the
number of Class A Shares which the holder is entitled to vote multiplied by the
number of directors to be elected by the holders of Class A Shares (12 at this
meeting) or the holder may distribute such votes among any or all of the
nominees as he sees fit. Similarly, the Class B Shares entitled to be voted may
be voted cumulatively by the holders of such shares for the 3 directors to be
elected by the holders of Class B Shares. Discretionary authority to cumulate
votes is solicited. The proxy holders named on the enclosed form of proxy
relating to the Annual Meeting have no present intention to give notice of their
intention to cumulate votes, but they may elect to do so in the event of a
contested election or any presently unexpected circumstances.

In the election of directors, the nominees receiving the highest number of
affirmative votes of the class of shares entitled to be voted for them, up to
the number of directors to be elected by such class, will be elected. Under the
California Corporations Code, votes against a nominee and votes withheld have no
legal effect.

On all matters coming before the Annual Meeting, other than the election of
directors, each Class A Share is entitled to one vote, and, except as may be
required by California law, each Class B Share has no

vote. California law extends to non-voting shares the right to vote upon certain
matters such as certain amendments to the Articles of Incorporation which affect
the rights of non-voting shares, certain reorganizations in which other
securities are to be issued in exchange for the non-voting securities, and
voluntary dissolution. No such matter is proposed to be submitted by management
at the Annual Meeting and management is not aware that any such matter will be
submitted by any other person.

ELECTION OF DIRECTORS

At the Annual Meeting 15 directors (constituting the entire board) are to be
elected to serve until the next Annual Meeting and until their successors are
elected and qualified. Twelve directors are to be elected by the holders of the
Company's Class A Shares and 3 directors are to be elected by the holders of the
Company's Class B Shares.

The following table sets forth certain information concerning the Board of
Directors' nominees for election. All of the nominees are currently serving as
directors of the Company, except for Mr. Bonfonte and Mr. DeLano. As of the date
of this proxy statement, all nominees have consented to being named herein as
nominees and to serve as directors if elected.

YEAR
AGE AS OF FIRST PRINCIPAL OCCUPATION
NAME 12/31/95 ELECTED DURING LAST 5 YEARS
- ------------------------------ --------- ------- ----------------------------------------

NOMINEES FOR ELECTION
BY CLASS A SHARES
Louis A. Amen 66 1974 President, Super A Foods, Inc.
John Berberian 44 1991 President, Berberian Enterprises, Inc.,
operating Jons Markets
Lyle A. Hughes(1) 58 1987 General Manager, Yucaipa Food Fair,
Inc., operating Calimesa Food Fair
Darioush Khaledi 49 1993 Chairman of the Board and Chief Execu-
tive Officer, K.V. Mart Co., operating
Top Valu Markets and Valu Plus Food
Warehouse
Mark Kidd 45 1992 President, Mar-Val Food Stores, Inc.
Willard R. MacAloney 60 1981 President and Chief Executive Officer,
Mac Ber, Inc., operating Jax Market
Jay McCormack 45 1993 Owner-Operator, Alamo Market;
Co-owner, Glen Avon Market
Morrie Notrica 66 1988 President and Chief Operating Officer,
Joe Notrica, Inc., operating The
Original 32nd Street Market
Michael A. Provenzano 53 1986 President, Pro & Son's, Inc., operating
Southland Market since 1993; formerly
President, Carlton's Market, Inc.
Allan Scharn 60 1988 President, Gelson's Markets
James R. Stump 57 1982 President, Stump's Market, Inc.
Kenneth Young 51 1994 Vice President, Jack Young's Super-
markets; Vice President, Bakersfield
Food City, Inc. dba Young's Markets

YEAR
AGE AS OF FIRST PRINCIPAL OCCUPATION
NAME 12/31/95 ELECTED DURING LAST 5 YEARS
- ------------------------------ --------- ------- ----------------------------------------
NOMINEES FOR ELECTION BY CLASS
B SHARES

Michael Bonfonte(2) 51 -- Chairman, President and Chief Executive
Officer,
Nob Hill General Store, Inc.
Harley DeLano 58 -- President, Cala Co.
Roger K. Hughes(1) 61 1985 Chairman of the Board and Director,
Hughes Markets, Inc.

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

(1) Messrs. Lyle A. Hughes and Roger K. Hughes are unrelated.

(2) Mr. Bonfonte previously served on the Company's Board of Directors from
September 1989 until January 1992.

The proxy holders named on the enclosed form of proxy relating to the Annual
Meeting will vote the proxies received by them for the election of the above
nominees unless such authority is withheld as provided in the proxy. In the
unanticipated event that any nominee should become unavailable for election as a
director, the proxies will be voted for any substitute nominee named by the
present Board of Directors. In their discretion, the proxy holders may cumulate
the votes represented by the proxies received. If additional persons are
nominated for election as directors by persons other than the Board of
Directors, the proxy holders intend to vote all proxies received by them in such
manner in accordance with cumulative voting as will assure the election of as
many of the above nominees as possible, with the specific nominees to be voted
for to be determined by the proxy holders.

SOLICITATION OF PROXIES REGARDING
LOANS OR GUARANTIES

BACKGROUND

The Company and its subsidiaries make available to patrons of the Company,
including patrons holding the Class A Shares and Class B Shares of the Company,
various forms of retail and financial assistance. Among these is assistance in
the form of loans by the Company or its subsidiaries to such patrons, or
guaranties by the Company or its subsidiaries of the obligations of such
patrons. Such loans or guaranties are available to, and the Company presently
intends to enter into loans or guaranties with, qualified patrons for such
purposes as the acquisition of inventory and equipment, the remodeling or
expansion of existing retail locations, the acquisition, leasing or development
of new retail locations, and other general business purposes of such patrons.

It is important to the Company that where such loans or guaranties are made
to shareholding patrons, that they be made upon the security of the Class A
Shares and Class B Shares of such patrons. It is also important to the Company
that those patrons serving as directors of the Company, and those patrons
affiliated with persons serving as directors of the Company, not be precluded
thereby from receiving such loans or guaranties from the Company and its
subsidiaries. However, the California Corporations Code provides that unless
approved by a majority of the shareholders entitled to act thereon (which in the
case of the Company means the holders of Class A Shares), a corporation may not
make any loan of money or property to, or guarantee the obligation of, (1) any
person upon the security of shares of such corporation or its parent if such
corporation's recourse in the event of default is limited to the security for
the loan or guaranty, unless the loan or guaranty is adequately secured without
considering these shares, or (2) any director or officer of such corporation or
its parent.

The enclosed form of proxy regarding loans or guaranties is being solicited
in order to enable the designated proxy holders to vote, consider, act upon and,
in their discretion, approve loans of money or property to, or guaranties of the
obligations of, any patron of the Company upon the security of the Company's
stock, and any director of the Company. By its terms, the enclosed form of proxy
is valid through

April 1, 1997. Until that time, and unless revoked by the person granting it,
the proxy would empower the proxy holders to take the foregoing actions on
behalf of the holders of the shares represented by the proxies at any duly
called shareholders' meeting, or to execute written consents to the taking of
the foregoing actions without a meeting on behalf of the holders of the shares
represented by the proxies.

Proxies are not being solicited with respect to the approval of loans or
guaranties in favor of officers of the Company, and the enclosed form of proxy
does not confer any authority upon the proxy holders with respect to such
matters.

VOTING RIGHTS

The enclosed form of proxy regarding loans or guaranties is being solicited
from the holders of Class A Shares of record at the close of business on
February 6, 1996. On that date, the Company had outstanding 50,600 Class A
Shares. Proxies are not being solicited from the holders of Class B Shares since
loans or guaranties of the type involved do not require the approval of the
holders of such shares.

In voting upon loans or guaranties of the type here involved, Class A Shares
would be entitled to one vote for each share, and there would be no right to
cumulate votes. Approval of such loans or guaranties would require the
affirmative vote of a majority of the Class A Shares represented and voting at a
duly held meeting at which a quorum was present (a quorum being a majority of
the Class A Shares entitled to vote), with the shares owned by the affected
patron or director not being entitled to vote. If approval were to be given by
means of the written consent of shareholders, then such approval would require
the written consent of the holders of a majority of the Class A Shares
outstanding and entitled to vote, with the shares owned by the affected patron
or director not being entitled to vote.

In order for a loan or guaranty to be approved by the proxy holders, such
proxy holders would be required to hold proxies entitled to be voted "In Favor"
(as explained below) representing a majority of the Class A Shares entitled to
vote with respect to such loan or guaranty, with the shares represented by the
proxy of the affected patron or director not being entitled to vote. In
addition, at least two of the proxy holders would have to exercise their
discretion to vote the shares represented by such proxies to approve the loan or
guaranty, and in the case of a loan or guaranty in favor of a director of the
Company, approval would be required by at least two of the proxy holders,
excluding any proxy holder affiliated with the director. Since approval of such
loans or guaranties requires the proxy holders to hold proxies entitled to be
voted "In Favor" representing a majority of the Class A Shares entitled to vote,
the withholding by a shareholder of a proxy or the return of a proxy marked
"Abstain" (as explained below) amounts to a vote by such shareholder against the
approval of such loans or guaranties.

The enclosed form of proxy provides boxes whereby the person giving the
proxy may designate how it is to be exercised and voted. If the box labeled "In
Favor" is marked, the proxy holders will vote, or give written consents with
respect to, the shares represented by the proxy in their discretion respecting
approval of the loans or guaranties; if the box labeled "Against" is marked, the
proxy holders will vote the shares represented by the proxy against the approval
of the loans or guaranties; and, if the box labeled "Abstain" is marked, the
proxy holders will not vote the shares represented by the proxy respecting
approval of the loans or guaranties. If none of the foregoing designations is
made, the proxy holders will vote, or give written consents with respect to, the
shares represented by the proxy in their discretion respecting approval of the
loans or guaranties.

INTEREST OF CERTAIN PERSONS

Inasmuch as the enclosed form of proxy is being solicited in part for the
purpose of enabling the proxy holders to approve loans or guaranties to
directors of the Company, all directors of the Company and all persons nominated
for election as directors of the Company, have a potential interest in the
matter. Patrons serving as directors or nominated for election as directors, and
patrons affiliated with such directors and nominees, have sought loans or
guaranties from the Company and its subsidiaries in the past and may be expected
to do so in the future. In such event, they would have a direct interest in the
approval by the proxy holders of any such loan or guaranty. For a description of
transactions with certain directors, please refer to the sections of this proxy
statement entitled "Compensation Committee Interlocks and Insider Participation"
and "Transactions With Management".

PRINCIPAL STOCKHOLDERS

As of February 6, 1996, 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., Bay
Area Warehouse Stores, Inc. and Ralphs Grocery Company, 777 South Harbor
Boulevard, La Habra, California 90631 (28,620 Class B Shares or approximately
7.83% of the outstanding Class B Shares) (Cala Co. and Bay Area Warehouse
Stores, Inc. are wholly owned by Ralphs Grocery Company which is in turn wholly
owned by The Yucaipa Companies, 10000 Santa Monica Boulevard, Los Angeles,
California 90067); and Hughes Markets, Inc., 14005 Live Oak Avenue, Irwindale,
California 91706 (26,106 Class B Shares or approximately 7.14% of the
outstanding Class B Shares).

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the beneficial ownership of the Company's
Class A Shares and Class B Shares, as of February 6, 1996, by each director and
nominee, or their affiliated companies, and by all directors and nominees, and
their affiliated companies, 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 0.20% 9,718 2.66%
Michael Bonfonte
Nob Hill General Store, Inc.(1)....... 100 0.20% 10,803 2.96%
Harley DeLano
Ralphs Grocery Company(1)(2).......... 100 0.20% 28,620 7.83%
John Berberian
Berberian Enterprises, Inc............ 100 0.20% 7,615 2.08%
Lyle A. Hughes
Yucaipa Trading Co., Inc.(3)(4)....... 100 0.20% 0 --
Roger K. Hughes
Hughes Markets, Inc.(1)(3)............ 100 0.20% 26,106 7.14%
Darioush Khaledi
K. V. Mart Co. ....................... 100 0.20% 13,796 3.77%
Mark Kidd
Mar-Val Food Stores, Inc. ............ 100 0.20% 1,787 0.49%
Willard R. MacAloney
Mac Ber, Inc.......................... 100 0.20% 2,523 0.69%
Jay McCormack
Alamo Market(5)....................... 100 0.20% 732 0.20%
Morrie Notrica
Joe Notrica, Inc. .................... 100 0.20% 8,148 2.23%
Michael A. Provenzano
Pro & Son's, Inc. .................... 100 0.20% 672 0.18%
Allan Scharn
Gelson's Markets(6)................... 100 0.20% 7,123 1.95%
James R. Stump
Stump's Market, Inc. ................. 100 0.20% 1,866 0.51%
Michael A. Webb
SavMax Foods, Inc.(7)................. 100 0.20% 8,410 2.30%
Kenneth Young
Jack Young's Supermarkets(8).......... 100 0.20% 2,660 0.73%
------ --- --------- -----
1,600 3.16% 130,579 35.72%
------ --- --------- -----
------ --- --------- -----

- ------------------------
(1) Elected by holders of Class B Shares.

(2) These Class B Shares are owned by Ralphs Grocery Company and its affiliates,
Cala Co. and Bay Area Warehouse Stores, Inc. Ralphs Grocery Company also
owns an additional 100 Class A Shares.

(3) Messrs. Lyle A. Hughes and Roger K. Hughes are unrelated.

(4) Mr. Lyle Hughes is also affiliated with Yucaipa Food Fair, Inc. which owns
546 Class B Shares (0.15% of the outstanding Class B Shares).

(5) Mr. McCormack also is affiliated with Glen Avon Food, Inc. which owns 100
Class A Shares and 336 Class B Shares (0.01% of the outstanding Class B
Shares) and Yucaipa Trading Co., Inc. which owns 100 Class A Shares and no
Class B Shares.

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

(7) Mr. Webb has not been nominated for election by the Board of Directors.

(8) Mr. Young also is affiliated with Bakersfield Food City, Inc. dba Young's
Markets which owns 100 Class A Shares and 355 Class B Shares. (0.01% of the
outstanding Class B Shares).

BOARD MEETINGS AND COMMITTEES

The Board of Directors of the Company held a total of six meetings during
the fiscal year ended September 2, 1995. 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 Gene Fulton,
Lyle Hughes 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, Roger Hughes, Darioush Khaledi, 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 two 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 and Morrie Notrica 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 two 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, Roger Hughes, Darioush Khaledi, 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.

Except for Mr. MacAloney, 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. As Chairman of the Board,
Mr. MacAloney is an officer under the Bylaws of the Company, although he is not
an employee and does not receive any compensation or expense reimbursement
beyond that to which other directors are entitled.

The Company guarantees annual rent and certain other obligations of Mr.
MacAloney as lessee under a lease of store premises located in La Puente,
California. Annual rent under the lease is $62,487, and the lease term expires
in April 1997. The Company also guarantees annual rent and certain other
obligations of G & M Company, Inc., of which Mr. MacAloney is a shareholder,
under a lease of store premises located in

Santa Fe Springs, California. Annual rent under the lease is $82,544, and the
lease term expires in October 1997. In consideration of its guarantees, the
Company receives a monthly fee from G & M Company, Inc. equal to 5% of the base
monthly rent under each lease.

Grocers Capital Company ("GCC"), a subsidiary, guarantees 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 Darioush Khaledi is a general partner. The
term of the loan is eight years, maturing January 1, 2002, 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 10% of the $2.1 million principal amount of the loan. In
consideration of its guarantee, GCC will receive an annual fee from K.V. Mart
Co. equal to approximately 5% of the guarantee amount.

GCC has guaranteed a portion of a $5,000,000 revolving loan made by NCCB to
K.V. Mart Co. in November 1995. The loan has an initial maturity of two years,
with the outstanding balance then converting to a five year term loan. The loan
bears interest at a floating rate based on the commercial loan rate of NCCB. The
loan is collateralized by certain real and personal property of K.V. Mart Co.
The guaranty of GCC is limited to 10% of the outstanding principal amount of the
loan. In consideration of its guaranty, GCC will receive an annual fee from K.V.
Mart Co. equal to 5% of the guaranty amount.

The Company is proposing to enter into a guaranty of rent and certain other
obligations of K.V. Mart Co. under a lease of store premises to be constructed
in Lynwood, California. The guaranty would be for a term of seven years. Annual
rent under the lease will be $408,000. In consideration of its guaranty, the
Company will receive an annual fee from K.V. Mart Co. equal to 5% of the annual
rent.

In December 1995, GCC purchased 10% of the common stock of K.V. Mart Co. for
a purchase price of approximately $3,000,000. In connection with this purchase,
K.V. Mart Co., GCC, Mr. Khaledi and the other shareholders of K.V. Mart Co.
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 the other shareholders, and rights to have its
common shares included in certain registered public offerings of common stock
which may be made by K.V. Mart Co. In addition, GCC has certain rights, at its
option, to require that K.V. Mart Co. repurchase GCC's shares, and K.V. Mart Co.
has certain rights, at its option, to repurchase GCC's shares. In connection
with these transactions, K.V. Mart Co. entered into a seven year supply
agreement with the Company whereunder K.V. Mart Co. 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 annual rent and certain other obligations of Stump's
Market, Inc., of which director James R. Stump is the President and a
shareholder, as leasee under a lease of store premises located in San Diego,
California. Annual rent under the lease is $26,325, and the lease term expires
in May 1998. The Company also guaranteed annual rent and certain other
obligations of Stump's Market, Inc. as lessee under a lease of store premises at
a second location in San Diego, California. Annual rent under this lease was
$16,350, and the lease term expired in April 1995.

In fiscal 1994, GCC acquired 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 $2.5 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.

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 $32,175, increasing to $34,425
in January of 2000. 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.

The Company leases certain market premises located in Sacramento and
Vallejo, California, and in turn subleases these premises to SavMax. The
Sacramento sublease provides for a term of 20 years and the Vallejo sublease
provides for a term of 10 years. Neither sublease contains options to extend,
although SavMax has the option under each sublease to acquire the Company's
interest under its lease on the condition that the Company is released from all
further liability thereunder. The term of the Sacramento sublease commenced in
September of 1994. The Sacramento premises 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. The term of the Vallejo sublease commenced in
September of 1995 and annual base rent under the sublease is $279,000. In
addition, under each of these subleases, the Company receives monthly an
additional amount equal to 5% of the base monthly rent.

The Company is proposing to lease certain market premises to be constructed
and located in Los Banos, California, which it in turn will sublease to Maxco
Foods, Inc. ("Maxco"), a corporation of which SavMax is a shareholder. The
sublease to Maxco would provide for a term of 20 years, without options to
extend, although Maxco will have 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 rental under the sublease is as follows: $390,000 during
years 1 through 5; $424,125 during years 6 through 10; $461,236 during years 11
through 15; and, $501,594 during years 16 through 20. In addition, the Company
will receive monthly an additional amount equal to 5% of the base monthly rent.
In connection with this transaction, Maxco will enter into a seven year supply
agreement with the Company whereunder Maxco would 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.

With respect to the Los Banos sublease, GCC is proposing to make a seven
year equipment loan in the amount of $1,620,000, a five year inventory loan in
the amount of $675,000 and a five year deposit fund loan in the amount of
$350,000 to Maxco. The equipment and inventory loans will bear interest at prime
plus 3%, and the deposit fund loan will bear interest at prime plus 2%. The
loans will be secured by a security interest in all of the equipment, fixtures
and inventory at the Los Banos store and by personal guarantees. In addition, in
certain events, SavMax is required to assume the obligations of Maxco under the
loans, the sublease of the Los Banos premises and the obligations of Maxco under
its supply agreement with the Company.

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, 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 1995, 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 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 1995.

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 pre-patronage income for the preceding
fiscal year. The amount of the bonus pool is calculated as a percentage of
pre-patronage income, with the percentage varying depending on the level of
pre-patronage 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. Bonuses awarded to the CEO and the named executives are disclosed
in the Summary Compensation Table.

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 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 1995 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 additional retirement benefits to its officers pursuant to an Executive
Salary Protection II, which is described in connection with the Pension Plan
Table.

Members of the Personnel and Executive Compensation Committee:
Darioush Khaledi, Chairman
Louis A. Amen
Willard R. MacAloney
James R. Stump
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
--------------------------------------------------
OTHER
FISCAL ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) COMPENSATION($)
- ------------------------------ ------ ------------ -------- --------------- ---------------

Alfred A. Plamann 1995 322,150 50,000 0 24,290(2)
President & CEO 1994 236,827 0 205 31,431
1993 164,800 0 310 25,419
Donald W. Dill(1) 1995 147,047 0 167 175,169(3)
Senior Vice President 1994 163,366 0 576 38,127
1993 153,346 0 1,016 37,392
Daniel T. Bane(1) 1995 200,000 20,000 195 1,231(4)
Senior Vice President & CFO 1994 21,539 0 0 0
1993 0 0 0 0
Charles J. Pilliter 1995 172,000 15,000 0 13,174(5)
Senior Vice President 1994 167,577 0 127 20,591
1993 151,924 0 188 18,241
Donald G. Grose 1995 147,000 7,500 357 11,232(6)
Senior Vice President 1994 143,760 0 438 31,700
1993 135,116 0 955 30,372

- ------------------------
(1) Mr. Dill retired July 27, 1995 and Mr. Bane joined the Company July 26,
1994.

(2) Consists of a $6,392 Company contribution to the Company's Employees'
Sheltered Savings Plan, and a $17,898 Company contribution to the Company's
Employees' Excess Benefit Plan.

(3) Consists of $162,000 in severance benefits (representing 52 weeks of salary
paid in accordance with the Company's past practices), a $3,466 Company
contribution to the Company's Employees' Sheltered Savings Plan, and a
$9,703 Company contribution to the Company's Employees' Excess Benefit Plan.

(4) Consists of a $385 Company contribution to the Company's Employees'
Sheltered Savings Plan, and a $846 Company contribution to the Company's
Employees' Excess Benefit Plan.

(5) Consists of a $3,467 Company contribution to the Company's Employees'
Sheltered Savings Plan, and a $9,707 Company contribution to the Company's
Employee Excess Benefit Plan.

(6) Consists of a $7,158 Company contribution to the Company's Employees'
Sheltered Savings Plan, and a $4,074 Company contribution to the Company's
Employees' Excess Benefit Plan.

In September 1994, the Board of Directors authorized a new supplemental
executive pension plan (effective January 4, 1995) which provides retirement
income based on each participant's final salary and years of service with the
Company. The plan, called the Company's Executive Salary Protection Plan II

("ESPP II"), provides 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 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.

ESPP II supersedes and replaces the Executive Salary Protection Plan I
("ESPP I"). Under ESPP I, Certified purchased life insurance policies for
certain officers. Upon reaching age 65 (or upon termination, if earlier), the
employee was given the cash surrender value of the policy, plus any additional
income taxes incurred by the employee as a result of such distribution.

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 2, 1995
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 $ 68,024 $ 69,032 $ 70,040 $ 71,653
125,000....................... 32,530 65,060 85,090 86,370 87,650 89,697
150,000....................... 39,052 78,104 89,455 91,007 92,559 95,042
175,000....................... 45,302 87,904 89,455 91,007 92,559 95,042
200,000....................... 51,552 87,904 89,455 91,007 92,559 95,042
225,000....................... 57,802 87,904 89,455 91,007 92,559 95,042
250,000....................... 64,052 87,904 89,455 91,007 92,559 95,042
300,000....................... 76,552 87,904 89,455 91,007 92,559 95,042
350,000....................... 86,352 87,904 89,455 91,007 92,559 95,042
400,000....................... 86,352 87,904 89,455 91,007 92,559 95,042
450,000....................... 86,352 87,904 89,455 91,007 92,559 95,042

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 wage 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. 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
continuous service credited. The ESPP II maximum annual benefit upon retirement
for calendar 1995 shall not exceed $84,800 and will be paid over a 15-year
certain benefit. This maximum benefit will increase annually thereafter at the
rate of 6%. Lesser amounts are payable if the executive retires before age
sixty-five. The maximum annual amount payable by years of service is reflected
within the table at the compensation level of $450,000. As of September 2, 1995,
credited years of service for named officers are: Mr. Plamann, 6 years; Mr.
Bane, 1 year; Mr. Dill, 37 years; Mr. Gross, 14 years; and Mr. Pilliter, 19
years.

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**

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

COMPANY S&P 500 PEER ISSUERS

1990 100 100 100
1991 94.1 122.6 104.9
1992 89.5 128.4 110.8
1993 90.1 143.7 117.8
1994 89.9 147.4 125.9
1995 91.4 174.2 136.6

Assumes $100 invested on August 31, 1990 in
Company common stock, S&P 500 Index and Peer
Issuers common stock

* Total return assumes reinvestment of dividends

** Fiscal years ended August 31, 1991, August 29,
1992, August 28, 1993, September 3, 1994 and
September 2, 1995

TRANSACTIONS WITH MANAGEMENT

All firms with which directors and nominees 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 2, 1995, Ralphs
Grocery Co. and its affiliated companies (including Cala Co. of which nominee
Harley DeLano is the President) accounted for a combined total of approximately
9.5% of consolidated sales. No other firm with which directors or nominees are
affiliated accounted for in excess of 5% of the Company's consolidated sales.

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 fifteen
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 Store, 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 September 1995, the Company entered into a supply agreement with Nob Hill
General Store, Inc. ("Nob Hill"), of which Nominee Michael Bonfonte is the
President. The agreement provides for the purchase by Nob Hill of a substantial
amount of its merchandise requirements in each fiscal year of the Company. The
agreement contains provisions for adjustments in the amount based upon the
number of stores operated by Nob Hill. The agreement has a term of seven years,
subject to earlier termination in certain situations.

Cala Co. (of which nominee Harley DeLano is the President) acquired the
stock of Bell Markets, Inc. in June 1989. The Company guaranteed the payment by
Cala Co. of certain promissory notes in favor of the selling shareholders. The
promissory notes mature in June 1996 and total $8 million; however, the
Company's guaranty obligation is limited to $4 million. In addition, and in
connection with the acquisition, the Company guaranteed the lease obligations of
Bell Markets, Inc. during a 20-year period under a lease relating to two retail
grocery stores located in San Francisco, California. Annual rent under the lease
is $327,019. In the event the Company's guaranty is ever called upon, the
Company has the right to receive an assignment of the lease relating to the
locations. Concurrently with the foregoing transactions, Bell Markets, Inc.
entered into a 5-year agreement to purchase a substantial portion of its
merchandise requirements from the Company.

Grocers General Merchandise Company ("GM"), a subsidiary, and Food 4 Less
GM, Inc. ("F4LGM"), an indirect subsidiary of Ralphs Grocery Company, are
parties to a joint venture agreement. Under the agreement, GM and F4LGM are
partners in a joint venture partnership known as Golden Alliance Distribution
("GAD"). 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.

The Company guarantees certain obligations under a sublease of market
premises located in Pasadena, California, and under which Berberian Enterprises,
Inc., of which Director John Berberian is the President and a shareholder, is
the sublessor. The guaranty is of the obligations of the sublessee to pay
minimum rent, common area costs, real estate taxes and insurance during the
first seven years of the term of the sublease, which commenced in September
1995. Minimum rent under the sublease is $10,000 per month. In consideration of
its guaranty, the Company receives a monthly fee from the sublessee equal to 5%
of the monthly amounts guaranteed.

In February 1996, the Company entered into an employment contract with
Alfred A. Plamann, the Company's President and Chief Executive Officer. The
contract will have a three year term and provides for potential extensions to
the contract if there is mutual agreement. Under the contract, Mr. Plamann will
serve as the Company's President and Chief Executive Officer and will receive a
salary of $365,000, subject to annual review and upward adjustment at the
discretion of the Board of Directors. Mr. Plamann will also be eligible for
annual bonuses at the discretion of the Board of Directors based upon a review
of his performance. The exact formula for future bonuses had not been determined
at the date of the contract and will be added as an amendment to the contract at
a later date. Additionally, Mr. Plamann will receive employee benefits such as
life insurance and Company pension and retirement contributions.

The contract is terminable at any time by the Company, with or without
cause, and will also terminate upon Mr. Plamann's resignation, death or
disability. Except where termination is for cause or is due to Mr. Plamann's
resignation, death or disability, the contract provides that Mr. Plamann will be
entitled to receive his highest base salary during the previous three years,
plus an annual bonus equal to the average of the most recent three annual bonus
payments, throughout the balance of the term of the agreement. Mr. Plamann would
also continue to receive employee benefits such as life insurance and Company
pension and retirement contributions throughout the balance of the term of the
agreement.

On February 1, 1995, GCC made a loan of $69,000 to Corwin J. Karaffa, the
Company's Vice President-Distribution. The loan was for the purpose of assisting
Mr. Karaffa in acquiring a home in connection with his becoming employed by the
Company. The loan bears interest at 8% per annum and is secured by a second deed
of trust on the home. The loan has a term of eight years, with interest only
payable during the first five years.

Certain other transactions involving other directors of the Company are
described in the section of this proxy statement entitled "Compensation
Committee Interlocks and Insider Participation."

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

The firm of Coopers & Lybrand, L.L.P., served as the Company's independent
public accountants for the fiscal year ended September 2, 1995. The Board of
Directors has not yet selected the Company's independent public accountants for
the current fiscal year. Such selection normally occurs in May of each year. A
representative of Coopers & Lybrand is expected to be available at this year's
Annual Meeting to respond to appropriate questions and to make a statement if
such firm desires to do so.

SHAREHOLDER PROPOSALS FOR NEXT YEAR'S ANNUAL MEETING

Under the present rules of the Securities and Exchange Commission (the
"Commission"), 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 16, 1996. 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 Secretary of the Company at the address of the Company's principal executive
office shown on the first page of this proxy statement.

OTHER BUSINESS

The Board of Directors is not aware of any other matters which may be
presented for action at the Annual Meeting. If any matters not referred to in
the form of proxy relating to the Annual Meeting come before the Annual Meeting,
the proxy holders named in such form will vote the shares represented thereby in
accordance with their judgment.

BY ORDER OF THE BOARD OF DIRECTORS

Dated: February 13, 1996
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 2, 1995, 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 PROXY STATEMENT.

P R O X Y
SOLICITED BY THE BOARD OF DIRECTORS OF
CERTIFIED GROCERS OF CALIFORNIA, LTD.
FOR ANNUAL MEETING OF SHAREHOLDERS ON APRIL 2, 1996

The undersigned, revoking any previous proxies respecting the subject matter
hereof, hereby appoints WILLARD R. MACALONEY, ALFRED A. PLAMANN and DAVID A.
WOODWARD attorneys and proxies (each with power to act alone and with power of
substitution) to vote all of the Class A Shares which the undersigned is
entitled to vote and all of the Class B Shares which the undersigned is entitled
to vote, with all powers which the undersigned would possess if personally
present, at the Annual Meeting of Shareholders of Certified Grocers of
California, Ltd., to be held on April 2, 1996, notice of which meeting and the
proxy statement accompanying the same have been received by the undersigned, or
at any adjournment thereof, as follows:

1. ELECTION OF TWELVE DIRECTORS BY CLASS A SHARES.
Nominees: Louis A. Amen, John Berberian, Lyle A. Hughes, Darioush
Khaledi, Mark Kidd, Willard R. MacAloney, Jay McCormack, Morrie Notrica,
Michael A. Provenzano, Allan Scharn, James R. Stump and Kenneth Young

/ / VOTE FOR all nominees listed above, EXCEPT ANY WHOSE NAMES ARE
CROSSED OUT IN THE ABOVE LIST (the Board of Directors favors an
instruction to vote for all nominees).

/ / WITHHOLD AUTHORITY to vote for all nominees listed above.

2. ELECTION OF THREE DIRECTORS BY CLASS B SHARES.
Nominees: Michael Bonfonte, Harley DeLano and Roger K. Hughes

/ / VOTE FOR all nominees listed above, EXCEPT ANY WHOSE NAMES ARE
CROSSED OUT IN THE ABOVE LIST (the Board of Directors favors an
instruction to vote for all nominees).

/ / WITHHOLD AUTHORITY to vote for all nominees listed above.

3. In their discretion, on such other matters as may properly come before
the meeting or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED, BUT IF NO
DIRECTION IS INDICATED IT WILL BE VOTED FOR ITEMS 1 AND 2, AND ACCORDING TO THE
DISCRETION OF THE PROXIES ON ANY OTHER PROPERLY PRESENTED MATTERS.

DATED: --------------, 1996

- -------------------------------------------- --------------------------------------------
Signature Title

PLEASE READ: Execution should be exactly in the name in which the
shares are held; if by a fiduciary, the fiduciary's full title
should be shown; if by a corporation, execution should be in the
corporate name by its chairman of the board, president or a vice
president, or by other officers authorized by resolution of its
board of directors or its bylaws; if by a partnership, execution
should be in the partnership name by an authorized person.

PLEASE COMPLETE, DATE, SIGN AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

P R O X Y
SOLICITED BY THE BOARD OF DIRECTORS OF
CERTIFIED GROCERS OF CALIFORNIA, LTD.
REGARDING APPROVAL OF LOANS OR GUARANTIES

The undersigned, revoking any previous proxies respecting the subject matter
hereof, hereby appoints MARSHALL ITALIANO, ARTHUR REICHER and DAVID A. WOODWARD,
or any two of said persons, as attorneys and proxies (each with power of
substitution) to act for the undersigned, to vote at any duly called
shareholders' meeting, to execute written consents without a meeting or prior
notice, and otherwise to represent all of the Class A Shares of Certified
Grocers of California, Ltd. ("Company") which the undersigned would be entitled
to vote, to consider, act upon and, in said proxies' discretion, approve any
loan of money or property by the Company or any of its subsidiaries to, or any
guaranty by the Company or any of its subsidiaries of the obligations of, the
following:

(1) Any patron of the Company upon the security of the shares of stock of
the Company held by such patron.

(2) Any director of the Company, in which case approval shall be required by
two of the proxy holders, excluding any proxy holder affiliated with the
director.

The shares of stock represented by this proxy shall be voted as follows:

/ / IN FAVOR / / AGAINST / / ABSTAIN

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF "IN FAVOR",
IT WILL BE VOTED IN SAID PROXIES' DISCRETION RESPECTING APPROVAL OF SUCH LOANS
OR GUARANTIES; IF "AGAINST", IT WILL BE VOTED AGAINST SUCH LOANS OR GUARANTIES;
AND, IF "ABSTAIN", IT WILL NOT BE VOTED RESPECTING APPROVAL OF SUCH LOANS OR
GUARANTIES. IF NO DIRECTION IS INDICATED, IT WILL BE VOTED IN SAID PROXIES'
DISCRETION RESPECTING APPROVAL OF SUCH LOANS OR GUARANTIES.

UNLESS REVOKED, THIS PROXY SHALL BE VALID THROUGH APRIL 1, 1997.

DATED: --------------, 1996

- -------------------------------------------- --------------------------------------------
Signature Title

PLEASE COMPLETE, DATE, SIGN AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.