Exhibit 24.2




                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert A. Mariano, Darren W. Karst and Edward G.
Kitz, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to the Registration
Statement on Form S-4 of Roundy's, Inc., Registration No. 333-97623, and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

Dated October 17, 2002__


                                          By: /S/  JOHN R. WILLIS
                                            ____________________________________
                                          Name:  John R. Willis
                                          Title:  Director of Roundy's, Inc.