UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended February 25, 1995

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ____________ to ____________

Commission file number: 1-5418

SUPERVALU INC.
(Exact name of registrant as specified in its charter)

Delaware 41-0617000
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

11840 Valley View Road
Eden Prairie, Minnesota 55344
(Address of principal (Zip Code)
executive offices)

Registrant's telephone number, including area code: (612) 828-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
------------------- -----------------------------------------

Common Stock, par value $1.00 New York Stock Exchange
per share
Preferred Share Purchase Rights New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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

[Cover page 1 of 2 pages]

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

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of April 1, 1995 was approximately $1,481,806,646 (based upon the
closing price of Registrant's Common Stock on the New York Stock Exchange on
March 31, 1995).

Number of shares of $1.00 par value Common Stock outstanding as of April 1,
1995: 69,679,964

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of Registrant's Annual Report to Stockholders for the fiscal
year ended February 25, 1995 are incorporated into Parts I, II and IV, as
specifically set forth in said Parts I, II and IV.

2. Portions of Registrant's definitive Proxy Statement filed for
Registrant's 1995 Annual Meeting of Stockholders are incorporated into
Part III, as specifically set forth in said Part III.

[Cover page 2 of 2 pages]

PART I
------

Unless the context indicates otherwise, all references to the "Company,"
"SUPERVALU" or "Registrant" in this Annual Report on Form 10-K relate to
SUPERVALU INC. and its majority-owned subsidiaries.

ITEM 1. BUSINESS
------ --------

GENERAL DEVELOPMENT
-------------------

SUPERVALU INC., a Delaware corporation organized in 1925 as the successor
to two wholesale grocery firms established in the 1870's, has its
principal executive offices at 11840 Valley View Road, Eden Prairie,
Minnesota 55344 (Telephone: 612-828-4000).

The Company is one of the largest food wholesalers and approximately the
12th largest food retailer in the nation. It is primarily engaged in the
business of selling food and nonfood products at wholesale. The Company
supplied approximately 4,600 stores in 48 states as of the close of
fiscal 1995 and approximately 4,350 stores at the close of fiscal 1994.
In addition, the Company also operated at fiscal year-end 296 retail food
supermarkets, discount food superstores, supercenters, combination
stores, limited-assortment and other stores, primarily under the names of
Cub Foods, Shop 'n Save, bigg's, Save-A-Lot, Scott's Foods, Laneco and
Hornbacher's.

While not material to overall operations to date, the Company also serves
a growing military sales operation that serves over 130 military bases
and its international sales operation serves customers in many foreign
countries.

In 1991, SUPERVALU began the implementation of a strategy to focus on its
core food distribution and retailing business segments. The Company
executed the first major step of this strategy in October 1991 with the
sale of 54% of SUPERVALU's interest in ShopKo Stores, Inc. ("ShopKo"),
its discount general merchandise subsidiary, through an initial public
offering. SUPERVALU continues to own a 46% interest in ShopKo which, at
fiscal year end, operated 124 discount department stores in 15 states.

In October 1992, the Company completed the acquisition of Wetterau
Incorporated ("Wetterau"), resulting in a significant expansion of the
geographic market and customer base compared with that previously served
by SUPERVALU food wholesale and retail operations. In fiscal 1994, the
Company completed the integration of Wetterau's administrative and
support services and combined or closed a number of distribution
operations to eliminate inefficiencies and overlap. In fiscal 1995, the
Company closed the Bloomington, Indiana facility acquired from Wetterau
and consolidated its business with the Company's Champaign, Illinois
distribution center. The Company completed the consolidation of its
distribution operations in Pittsburgh, Pennsylvania by combining the
former Wetterau Belle Vernon operations with the Pittsburgh division. In
addition, the Butler, Pennsylvania general merchandise facility was
closed and its business along with the Pittsburgh division's general
merchandise business was transferred to the regional general merchandise
distribution center in Easton, Pennsylvania.

In March 1994, the Company acquired Sweet Life Foods, Inc. ("Sweet
Life"), a privately-owned grocery wholesale distributor serving
Massachusetts, Connecticut, Maine and Eastern New York. This acquisition
further strengthened the Company's New England customer base by adding
280 additional stores as customers. During fiscal 1995, the Company
consolidated distribution volume in the Northeast by transferring its
wholesale grocery business from the Northboro, Massachusetts distribution
facility acquired from Sweet Life to the Company's distribution center in
Andover, Massachusetts.

In fiscal 1995, the administrative operations of two wholesale food
divisions in Anniston, Alabama and Atlanta, Georgia were consolidated
into the Southeast division, with its headquarters in Anniston, Alabama.
In addition, the Company has consolidated its operations from its
warehouse facility in Presque Isle, Maine to Portland, Maine.

In May 1994, the Company acquired the assets of Wetterau Properties Inc.
("WPI"), a publicly owned real estate investment trust which was formed
by Wetterau prior to the Company's acquisition of Wetterau. Most of the
properties owned by WPI had been acquired from and leased back to
Wetterau; the Company was the tenant for all but one of the properties
acquired from WPI in the transaction.

In August 1994, the Company acquired Hyper Shoppes, Inc. ("Hyper
Shoppes"), which operates five bigg's supercenters and two bigg's
discount food superstores in the Cincinnati, Louisville and Denver
markets. Prior to the transaction, SUPERVALU held a minority ownership
interest in Hyper Shoppes and was the principal supplier to the bigg's
stores.

The Company has also made other smaller acquisitions from time to time to
further the growth of its food distribution, retailing and bakery
operations.

In December 1994, the Company announced a change in operating strategy
which included the decision to restructure certain of its operations and
reassess the recoverability of underlying assets. Restructuring and
other charges totaling $244 million were recorded in the third quarter to
provide for the implementation of the plan formulated under the ADVANTAGE
project (described below), and the sale, closure or restructure of
certain retail businesses. The aggregate charges also included the
recognition of certain asset impairments based on the Company's
established process of reviewing intangibles on a periodic recurring
basis. The restructuring plan, which was approved by the Board of
Directors, resulted from a comprehensive review of industry trends and
Company operations, and represents a new business vision for the Company.

Management's objective under the ADVANTAGE project is to fundamentally
change its business processes by improving the effectiveness and
efficiency of the Company's food distribution system thus lowering the
cost of goods to the Company's customers and by enhancing the market
driving support to retailer customers. Management's retail food
objective is to improve retail performance by eliminating certain
operations and assets that do not add shareholder value and focusing its
retail efforts on building retail formats which it believes will produce
the best results in the future. The ADVANTAGE project has three major
initiatives: creation of a transformed logistics network; development of
enhanced market driving capabilities at retail; and adoption of a new
approach to pricing.

Additional description of the Company's business, including the
restructuring charges and the ADVANTAGE project, is contained in the
"Financial Review" portion of the Company's Annual Report to the
Stockholders for fiscal year 1995 (Exhibit 13), pages 16-21, which
description is incorporated herein by reference.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
---------------------------------------------

Financial information about the Company's industry segments for the five
years ended February 25, 1995 is incorporated by reference to page 24 of
the Company's Annual Report to Stockholders for fiscal year 1995 (Exhibit
13).

FOOD DISTRIBUTION OPERATIONS
----------------------------

DESCRIPTION OF FOOD STORES SERVED. SUPERVALU food distribution divisions
sell food and non-food products at wholesale and offer a variety of
retail support services to independently-owned retail food stores. At
February 25, 1995, the Company's 25 food distribution divisions and four
general merchandise divisions were the principal supplier to
approximately 4,600 retail grocery and general merchandise stores,
compared with 4,350 stores served at the end of fiscal 1994. In
connection with the ADVANTAGE project, the Company recently established
six marketing regions to provide purchasing and marketing support for its
retail food and general merchandise customers throughout the country.
The Company's wholesale food divisions have been grouped geographically
under a regional president and support staff. A regional logistics
configuration anchored by a regional distribution facility is also being
established to align food distribution companies geographically by
region.

Retail food stores served by the Company at wholesale range in size from
small convenience stores to 200,000 square foot supercenters. The
Company's wholesale customer base includes single and multiple store
independent operators, affiliated stores, regional chains and Company
owned stores, operating in a variety of formats including limited
assortment stores, discount food stores, conventional and upscale
supermarkets and combination stores.

Retail food stores served by the Company at wholesale offer a wide
variety of groceries, meats, dairy products, frozen foods and fresh
fruits and vegetables. In addition, most stores carry an assortment of
non-food items, including tobacco products, health and beauty aids, paper
products, cleaning supplies, and small household and clothing items. The
number and variety of such non-food items have expanded significantly in
recent years in line with the general industry trend but vary
considerably from store to store. Many stores offer one or more
specialized services, such as delicatessens, food courts, in-store
bakeries, liquor departments, video, pharmacies, housewares and flower
shops.

The Company is constantly endeavoring to strengthen the retail food
stores it serves by assisting in the upgrading and enlarging of existing
stores, establishing new stores, more aggressively merchandising its
stores, developing diverse formats and retail strategies, and assisting
stores to serve markets which are increasingly segmented.

PRODUCTS SUPPLIED. SUPERVALU continues to supply its retail food stores
with an increasing variety and selection of products, including national
and regional brands and the Company's own line of private label product
programs. Such trademarks as SUPER VALU, FLAV-O-RITE, CHATEAU, SHOP 'N
SAVE, SHOPPERS VALUE, IGA, NATURE'S BEST, HOME BEST, BI-RITE, FOODLAND,
PREFERRED SELECTION, SWEET LIFE, WHY PAY MORE, and others accounted for
approximately 9.7 percent of the Company's fiscal 1995 sales to retail
food stores.

Private labels cover a broad range of products including every department
in the store: frozen, dairy, grocery, meats, bakery, deli, general
merchandise and produce. These products are produced to the Company's
specifications by many suppliers, some of whom are the nation's foremost
manufacturers.

In addition to making these products available, SUPERVALU also assumes a
large part of the marketing and merchandising role, conducts private
label sales events, and provides a wide array of in-store promotional and
advertising tools and training expertise to assist the retailer in
conducting private label programs to maximize sales and produce profit
advantage.

Hazelwood Farms Bakeries, Inc., a subsidiary, manufactures frozen dough
and bakery products primarily for the in-store bakery market, and has
customers in all 50 states as well as Canada and Mexico. Its customer
base consists of wholesale food distributors, supermarket chains
(including

company-owned, affiliated and non-affiliated stores), fast food chains
and institutional food service companies.

The Company has no significant long-term purchase obligations and
considers that it has adequate and alternative sources of supply for most
of its purchased products.

DISTRIBUTION AND COSTS OF MERCHANDISE. Deliveries to retail stores are
made from the Company's distribution centers, usually in Company-owned
trucks. In addition, many types of meats, dairy products, bakery and
other products purchased from the Company are delivered directly by
suppliers to retail stores under programs established by the Company.
Wholesale sales are made to the Company's retailers at the applicable
price and fee schedule in effect at the time of sale. In connection with
the ADVANTAGE project, the Company reexamined its pricing structure and
intends to test a new method of pricing. The primary objectives of the
new pricing structure are to reflect the cost of goods from the
manufacturer, charge for the actual cost to serve and pass through all
allowances and promotional monies to the retailer.

The Company seeks to lower its cost of product by regionalizing its food
buying operations and centralizing buying for general merchandise and
health and beauty products to better leverage the buying power of larger
product orders. As part of the ADVANTAGE project, planned "upstream"
facilities will provide regional distribution for slow moving grocery
product, general merchandise and health and beauty care products.
Construction of the Anniston, Alabama prototype "upstream" facility is
underway and is scheduled to become operational in January 1996. A
second facility, a 530,000 square feet distribution facility in Perryman,
Maryland was acquired in November 1994 and will be used both for
relocation of the Company's Maryland division and selected "upstream"
functions. The integration of administrative functions, consolidation
and increased mechanization of facilities, and construction of regional
facilities is also expected to improve operating efficiencies and lower
costs of operations. These actions are intended to reduce the cost of
product to the Company's retailers, thereby enhancing their competitive
position.

SERVICES SUPPLIED. In addition to supplying merchandise, the Company
also offers retail stores a wide variety of support services, including
advertising, promotional and merchandising assistance, store management
assistance, retail operations counseling, computerized inventory control
and ordering services, accounting, bill paying and payroll services
(largely computerized), store layout and equipment planning (including
point-of-sale electronic scanning), cash management, tax counseling,
building design and construction services, financial and budget planning,
assistance in selection and purchasing or leasing of store sites,
consumer and market research and personnel management assistance.
Separate charges are made for most, but not all, of these services.
Certain Company subsidiaries operate as insurance agencies and provide
comprehensive insurance programs to the Company's affiliated retailers.
The Company is currently in the process of analyzing the services to be
supplied and the fees to be charged to independent retailers in
connection with the ADVANTAGE project and its new pricing structure.

The Company may provide financial assistance to retail stores served or
to be served by it, including the acquisition and subleasing of store
properties, the making of direct loans, and providing guarantees or other
forms of financing. In general, loans made by the Company to independent
retailers are secured by liens on inventory and/or equipment, by personal
guarantees and other security. When the Company subleases store
properties to retailers, the rentals are generally as high or higher than
those paid by the Company.

RETAIL FOOD OPERATIONS
----------------------

At fiscal year end, the Company's retail businesses operated a total of
296 retail stores under several formats, including food supermarkets,
discount food superstores, supercenters, combination stores and limited-
assortment stores. These diverse formats enable the Company to operate
in a variety of markets under widely differing competitive circumstances.

At the close of fiscal 1995, the Company's retail stores operated under
the following principal formats:

Cub Foods consists of 114 discount food superstores, 58 of which are
franchised to independent retailers and 56 of which are corporately
operated. Plans for fiscal 1996 include the opening of four corporate
stores and two franchised stores.

Shop 'n Save consists of 27 discount food stores located in Eastern
Missouri and Southern Illinois; one new replacement store and eight
remodeling projects are planned for fiscal 1996.

bigg's consists of five supercenters and two discount food superstores
that operate in the Cincinnati, Louisville and Denver markets. One new
discount food superstore is planned for fiscal 1996. bigg's was acquired
by the Company in August 1994 when the Company acquired Hyper Shoppes,
Inc.

Save-A-Lot is the Company's combined wholesale and retail limited
assortment operation. At fiscal year end there were 472 Save-A-Lot
limited assortment stores of which 106 were corporately operated. Save-
A-Lot projects adding 100 stores in fiscal 1996 including 20 corporately
owned stores.

Scott's Foods is a 17-store group (which includes two Cub Foods stores)
located in the Fort Wayne, Indiana area. One new store and two remodels
are planned for fiscal 1996.

The Company's LANECO division operates a diverse mix of 46 retail outlets
comprised predominantly of supermarkets, supercenters, and discount food
stores. These stores operate mainly under the Laneco, Foodland, Ultra
IGA, and Price Slasher names and formats. The Laneco division is in the
process of a substantial restructuring in which seven stores are being
closed, including all department store retail units. Four stores were
closed in the fourth quarter of fiscal 1995 and the remaining three
stores are in the process of closing. No new stores are planned for
fiscal 1996.

Hornbacher's is a five-store group located in the Fargo, North Dakota
marketplace, with no new stores planned for fiscal 1996.

Other formats operated by the Company include County Market, MAX CLUB,
SUPERVALU, IGA, Foodland, Rite Choice and Twin Valu Foods.

As part of the restructuring plan, the Company is selling or closing
approximately 30 retail stores, including the two Twin Valu supercenters
and the four Laneco stores closed in fiscal 1995.

TRADEMARKS
----------

The Company offers its customers the opportunity to franchise a concept
or license a servicemark. This program helps the customer compete by
providing, as part of the franchise or license program, a complete
business concept, group advertising, private label products and other
benefits. The Company is the franchisor or has the right to license
retailers to use certain

servicemarks such as CUB FOODS, SAVE-A-LOT, COUNTY MARKET, SHOP 'N SAVE,
NEWMARKET, SUPERVALU, IGA, FOODLAND and SUPERVALU FOOD & DRUG. The
Company registers a substantial number of its trademarks/servicemarks in
the United States Patent and Trademark Office, including many of its
private label product trademarks and servicemarks. See "Food Distribution
Operations -- Products Supplied". The Company considers certain of its
trademarks and servicemarks to be of material importance to its business
and actively defends and enforces such trademarks and servicemarks.

COMPETITION
-----------

Since the Company's food business consists principally of supplying
independently owned and operated retail food stores, its success is
dependent upon the ability of those retail store operators to compete
successfully with other retail food stores, and also upon its own ability
to compete successfully with other wholesale distributors. Both the
wholesale and the retail food businesses are highly competitive. At the
wholesale level, the Company competes directly with a number of
wholesalers which supply affiliated and unaffiliated retailers and
indirectly with the warehouse and distribution operations of the large
integrated chains. The Company competes with other wholesale food
distributors in most of its market areas on the basis of product price,
quality and assortment, schedule and reliability of deliveries, the range
and quality of services provided, the location of the store sites and
distribution facilities and its willingness to provide financing to its
customers. See "Food Distribution Operations -- Distribution and Costs
of Merchandise" and "--Services Supplied."

The principal competitive factors that affect the Company's retail
segment are location, price, quality, service and consumer loyalty.
Local, regional, and national food chains, as well as independent food
stores and markets, comprise the principal competition, although the
Company also faces competition from alternative formats including
supercenters and membership warehouse clubs and from convenience stores
and specialty and discount retailers.

EMPLOYEES
---------

At February 25, 1995, the Company had approximately 43,500 employees.
Approximately 18,500 employees are covered by collective bargaining
agreements. During fiscal year 1995, 32 agreements covering 7,500
employees were re-negotiated, with no work stoppages. In fiscal year
1996, 25 contracts covering approximately 6,000 employees will expire.
The Company expects approximately 4,300 positions will be eliminated
under the re-engineering efforts, approximately 2,600 of which in
connection with the ADVANTAGE project and the remainder in connection
with the retail restructuring. The Company believes that it has
generally good relationships with its employees.

INVESTMENT IN SHOPKO
--------------------

Following its initial public offering in October 1991, ShopKo has been
operated as an independent company. The Company's 46% investment in
ShopKo is accounted for by the equity method. The following summary of
ShopKo's business has been prepared from information provided by ShopKo.
Additional information regarding ShopKo is available from the reports and
other documents prepared and filed by ShopKo with the Securities and
Exchange Commission.

As of February 25, 1995, ShopKo operated 124 discount retail stores in 15
states. ShopKo's corporate headquarters is located in Green Bay,
Wisconsin and its stores are located primarily in medium-sized and
smaller cities in the Upper Midwest and in Mountain and Pacific Northwest
states. ShopKo stores carry a wide selection of branded and private
label nondurable "hard line" goods such as housewares, music/videos,
health and beauty aids, toys and sporting goods and "soft line" goods
such as home textiles, men's, women's and children's apparel, shoes,
jewelry,

cosmetics and accessories. ShopKo also provides pharmacy and optical
services in most of its stores. ShopKo's stores average 90,260 square
feet with approximately 83% of the stores greater than 74,000 square
feet. During fiscal 1995, ShopKo opened seven new stores and renovated 32
stores. ShopKo plans to open five new stores and remodel up to 13 stores
in fiscal 1996. The discount general merchandise business is very
competitive. ShopKo competes in most of its markets with a variety of
national discount chains, including Wal-Mart and K Mart, and with
regional discount chains such as Target, and local discount stores,
certain discount specialty retail chains and deep discount drug
operations. Of ShopKo's five directors, two are officers of SUPERVALU.

OTHER INVESTMENTS
-----------------

The Company has ownership interests in business ventures related to its
food distribution and retail segments, which include investments in
Waremart, Inc., Foodland Distributors, and Super-Discount Markets, Inc.
The results of these investments are accounted for using the equity
method. The aggregate carrying amount of these investments is less than
2% of total assets.

ITEM 2. PROPERTIES
------ ----------

The Company's principal executive offices are located in a 180,000 square
foot corporate headquarters facility located in Eden Prairie, Minnesota,
a western suburb of Minneapolis, Minnesota. This headquarters facility
is located on a 140 acre site owned by the Company. In February 1994,
the Company purchased a 240,000 square foot office facility, One
Southwest Crossing, which is located within one mile of its principal
executive offices. At the end of fiscal 1995, One Southwest Crossing was
occupied by third party tenants and certain members of the Company's
headquarters staff. The Company plans to continue to move certain of its
headquarters staff to One Southwest Crossing as the remaining third party
leases expire.

The following table lists the location, use and approximate size of the
Company's principal warehouse, distribution and manufacturing facilities
utilized in the Company's food distribution operations as of February 25,
1995:

Square Square
Footage Footage
Division or Location Use Owned Leased
------------------------- ----------------------------- --------- ---------

Andover, Massachusetts Distribution Center & Offices 454,000
Anniston, Alabama Distribution Center & Offices 497,000
Atlanta, Georgia Distribution Center & Offices 628,000
Atlanta, Georgia Bakery, Warehouse and Offices 104,700
Belle Vernon, Pennsylvania Distribution Center & Offices 713,000
Billings, Montana Distribution Center & Offices 255,000 10,800
Bismarck, North Dakota Distribution Center & Offices 257,000
Buffalo Grove, Illinois Bakery, Warehouse and Offices 47,000
Champaign, Illinois Distribution Center & Offices 820,000 172,000
Charleston, South Carolina General Merchandise Warehouse
and Offices 113,000
Chaska, Minnesota Private Label Manufacturing,
Warehouse and Offices 340,000
Columbus, Ohio Save-A-Lot Distribution Center
and Offices 183,000
Cranston, Rhode Island Distribution Center & Offices 573,000 91,000

Square Square
Footage Footage
Division or Location Use Owned Leased
----------------------------- ----------------------------------- --------- ---------

Cumberland, Rhode Island Distribution Center & Offices 240,000
Denver, Colorado Distribution Center & Offices 721,000
Des Moines, Iowa Distribution Center & Offices 663,000
Desloge, Missouri General Merchandise Warehouse
and Offices 137,000
Fargo, North Dakota Distribution Center & Offices 493,000
Ft. Wayne, Indiana Distribution Center & Offices 1,040,000
Grand Prairie, Texas Save-A-Lot Distribution Center
and Offices 139,000
Great Falls, Montana Distribution Center & Offices 154,000
Green Bay, Wisconsin Distribution Center & Offices 430,000 475,000
Greenville, Kentucky Distribution Center & Offices 309,000
Hammond, Louisiana Distribution Center & Offices 257,000
Hagerstown, Maryland Save-A-Lot Distribution Center
and Offices 100,000
Hazelwood, Missouri Distribution Center & Offices 459,000 310,000
Hazelwood, Missouri Bakery, Warehouse and Offices 228,600
Hazleton, Pennsylvania Bakery, Warehouse and Offices 112,900
Jackson, Tennessee Save-A-Lot Distribution Center
and Offices 144,000
Indianola, Mississippi Distribution Center & Offices 695,000
Keene, New Hampshire Distribution Center & Offices 176,000
Lexington, Kentucky Save-A-Lot Distribution Center
and Offices 293,000
Livonia, Michigan/1/ Foodland Distributors, Distribution
Center 1,275,000
Los Angeles, California General Merchandise Warehouse
and Offices 227,000
Lower Nazareth Township, General Merchandise Warehouse
Pennsylvania (Easton) and Offices 230,000
McMinnville, Oregon Bakery, Warehouse and Offices 110,400
Milton, West Virginia Distribution Center & Offices 6,000 268,000
Minneapolis, Minnesota Distribution Center & Offices 1,594,000
New Stanton, Pennsylvania Distribution Center & Offices 726,000
Perryman, Maryland Distribution Center & Offices 511,000
Pleasant Prairie, Wisconsin Distribution Center & Offices 595,000
Portland, Maine Distribution Center & Offices 194,000
Providence, Rhode Island Distribution Center & Offices 463,000
Quincy, Florida Distribution Center & Offices 772,000
Reading, Pennsylvania Distribution Center & Offices 300,560 311,611
Rochester, New York Bakery, Warehouse and Offices 33,200
Scott City, Missouri Distribution Center & Offices 278,000
Spokane, Washington Distribution Center & Offices 551,000
Suffield, Connecticut Distribution Center & Offices 650,000
Tacoma, Washington Distribution Center & Offices 910,000 113,000

----------------
/1/ Leased by Foodland Distributors in which the Company is a 50% partner.

Square Square
Footage Footage
Division or Location Use Owned Leased
----------------------------- ----------------------------------- --------- ---------

Vinita Park, Missouri Save-A-Lot Distribution Center
and Offices 147,000
Williamsport, Maryland Distribution Center & Offices 274,000
Xenia, Ohio Distribution Center & Offices 511,000 170,000

The Company is in the process of selling its Chaska, Minnesota facility
listed above.

The Company also owns certain additional real estate consisting primarily
of shopping centers and retail store locations, which in the aggregate
are not material to its operations. The Company is also involved in
active negotiation for the sale or closing of certain retail units which
have not been publicly identified at this time.

The Company owns, in addition to merchandise inventories, substantially
all of the trucks and trailers used in making deliveries in its food
operations.

Retail food stores operated by the Company generally have been leased,
usually for a term of 15-25 years plus renewal options. The Company is
increasingly developing and owning its own retail store sites. The
Company also leases properties for subletting to certain affiliated
retailers for periods generally not exceeding 20 years plus renewal
options.

Incorporated by reference hereto is the Note captioned "Leases" of Notes
to Consolidated Financial Statements on pages 32-33 of the Company's
Annual Report to Stockholders for fiscal year 1995 (Exhibit 13) for
information regarding lease commitments for facilities occupied by the
Company. Incorporated by reference hereto is the Note captioned "Debt" of
Notes to Consolidated Financial Statements on page 32 of the Company's
Annual Report to Stockholders for fiscal year 1995 (Exhibit 13) for
information regarding properties held subject to mortgages.

Management of the Company believes the physical facilities and equipment
described above are adequate for the Company's present needs and
businesses.

ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the business of the Registrant.

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

There was no matter submitted during the fourth quarter of fiscal year
1995 to a vote of the security holders of Registrant.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information concerning the executive
officers of the Company as of April 1, 1995.

YEAR OTHER POSITIONS
ELECTED HELD WITH THE
TO PRESENT COMPANY
NAME AGE PRESENT POSITION POSITION 1990-1995
--------------------------------------------------------------------------------

Michael W. Wright 56 Director, 1981
Chairman of the
Board,
President and
Chief Executive
Officer

Laurence L. Anderson 53 Executive Vice 1995 Executive Vice
President; and President,
President and Regional
Chief Operating President -
Officer - Retail Support
Retail Food Companies,
Companies 1992-1995;
Senior Vice
President,
1988-1992

Phillip A. Dabill 52 Executive Vice 1995 Executive Vice
President; and President,
President, Regional
Retail Services President -
and Corporate Retail Support
Strategies Companies,
1992-1995;
Senior Vice
President,
1988-1992

Jeffrey C. Girard 47 Executive Vice 1992 Senior Vice
President, President,
Chief Financial Chief Financial
Officer Officer,
1990-1992

Jeffrey Noddle 48 Executive Vice 1995 Executive Vice
President; and President,
President and Marketing,
Chief Operating 1992-1995;
Officer - Senior Vice
Wholesale Food President,
Companies Marketing,
1988-1992

David L. Boehnen 48 Senior Vice 1991
President, Law
and External
Relations

Gregory C. Heying 46 Senior Vice 1994 Vice President,
President, Distribution,
Distribution 1988-1994

George Z. Lopuch 45 Senior Vice 1992 Vice President,
President, 1989-1992
Strategic
Planning &
Research

H. S. (Skip) Smith III 48 Senior Vice 1994 Vice President,
President, Information
Information Services,
Services 1986-1994

Ronald C. Tortelli 49 Senior Vice 1988
President,
Human Resources

James R. Campbell 54 Vice President, 1993 Senior Vice
Market President,
Development Northeast
Region,
1992-1993;
Minneapolis,
Great Lakes and
former Green
Bay Divisions
President,
1984-1992

George Chirtea 58 Vice President, 1993 Wetterau Senior
Merchandising Vice President,
Marketing, and
First Vice
President
-Retail
Operations,
1992-1993

Isaiah Harris 42 Vice President, 1991 Director,
Controller Internal
Control,
1987-1991

YEAR OTHER POSITIONS
ELECTED HELD WITH THE
TO PRESENT COMPANY
NAME AGE PRESENT POSITION POSITION 1990-1995
--------------------------------------------------------------------------------

John H. Hooley 43 Vice President, 1993 Cub Foods
SUPERVALU; Cub Division
Foods Division President,
President and Chief Operating
Chief Executive Officer,
Officer 1992-1993; Vice
President,
Merchandising,
1991-1992; Cub
Foods Division
Senior Vice
President,
Marketing and
Merchandising,
1989-1991

Michael L. Mulligan 50 Vice President, 1992 Vice President,
Sales Communications,
1985-1992

Jonathan M. Seltzer 45 Vice President, 1991 Director,
Industry & Corporate
Government Planning,
Relations 1989-1991

E. Wayne Shives 53 Vice President, 1993 Vice President,
Employee Labor
Relations Relations,
1988-1993

Kristine K. Sundberg 46 Vice President, 1993
Investor
Relations &
Communications

The term of office of each executive officer is from one annual meeting
of the directors until the next annual meeting of directors or until a
successor for each is elected. There are no arrangements or
understandings between any of the executive officers of the Registrant
and any other person (not an officer or director of the Registrant acting
as such) pursuant to which any of the executive officers were selected as
an officer of the Registrant. There are no immediate family relationships
between or among any of the executive officers of the Company.

Each of the executive officers of the Company has been in the employ of
the Company or its subsidiaries for more than five years, except for
Jeffrey C. Girard, David L. Boehnen, George Chirtea and Kristine K.
Sundberg.

Mr. Girard is Executive Vice President and Chief Financial Officer; from
1983 to 1990 he held positions as Vice President, Senior Vice President,
Executive Vice President and Chief Financial Officer of Supermarkets
General Corporation (a supermarket company, not affiliated with the
Company); he joined the Company and was elected Senior Vice President and
Chief Financial Officer in 1990, and was elected to his present position
in 1992.

Mr. Boehnen is Senior Vice President-Law and External Relations; from
January, 1990 to April, 1991, he was Vice President of Administration of
Supercomputer Systems, Incorporated (a computer company); prior to that
time he was with the Dorsey & Whitney law firm for approximately 18
years, the last 12 as a partner; he joined the Company and was elected to
his present position in April 1991.

Mr. Chirtea is Vice President, Merchandising. Prior to the Company's
acquisition of Wetterau, Mr. Chirtea was Senior Vice President,
Marketing, Wetterau and Wetterau First Vice President, Retail Operations
from 1984 through 1992.

Ms. Sundberg was elected Vice President - Investor Relations and
Communications in November, 1993; from November 1990 through November
1993, she held positions as Director, Public Affairs and Communications
and Director, Communications, with Minnegasco (a public utility providing
natural gas services); prior to that time she was Director, Investor
Relations with Diversified Energies, Inc. (a holding company for
diversified energy services) from 1986 through October 1990.

PART II
-------

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The information called for by Item 5 as to the principal market upon
which the Registrant's Common Stock is traded and as to the approximate
record number of stockholders of the Registrant is hereby incorporated by
reference to the Registrant's Annual Report to the Stockholders for
fiscal year 1995 (Exhibit 13) page 41.

The information called for by Item 5 as to the Registrant's quarterly
dividends and quarterly stock price ranges for the last two fiscal years
is hereby incorporated by reference to the paragraph captioned "Common
Stock Price" in the Financial Review Section of the Registrant's Annual
Report to the Stockholders for fiscal year 1995 (Exhibit 13) page 17.

The information called for by Item 5 as to restrictions on the payment of
dividends by the Registrant is hereby incorporated by reference to the
Note captioned "Debt" of Notes to Consolidated Financial Statements of
the Registrant's Annual Report to the Stockholders for fiscal year 1995
(Exhibit 13) page 32.

ITEM 6. SELECTED FINANCIAL DATA

The information called for by Item 6 is incorporated by reference to the
Registrant's Annual Report to the Stockholders for fiscal year 1995
(Exhibit 13) pages 22-23.

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

The information called for by Item 7 is incorporated by reference to the
Registrant's Annual Report to the Stockholders for fiscal year 1995
(Exhibit 13) pages 16-21.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information called for by Item 8 is incorporated by reference to the
Registrant's Annual Report to the Stockholders for fiscal year 1995
(Exhibit 13) pages 24-38.

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

None.

PART III
--------

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information called for by Item 10, as to (a) Directors of the
Registrant and (b) compliance with Section 16(a) of the Securities and
Exchange Act of 1934, is incorporated by reference to the Registrant's
definitive Proxy Statement dated May 25, 1995 filed with the Securities
and Exchange Commission pursuant to Regulation 14A in connection with the
Registrant's 1995 Annual Meeting of Stockholders at pages 4-5. Certain
information regarding executive officers is included in Part I above.

ITEM 11. EXECUTIVE COMPENSATION

The information called for by Item 11 is incorporated by reference to the
Registrant's definitive Proxy Statement dated May 25, 1995 filed with the
Securities and Exchange Commission pursuant to Regulation 14A in
connection with the Registrant's 1995 Annual Meeting of Stockholders at
pages 7-13.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information called for by Item 12 is incorporated by reference to the
Registrant's definitive Proxy Statement dated May 25, 1995 filed with the
Securities and Exchange Commission pursuant to Regulation 14A in
connection with the Registrant's 1995 Annual Meeting of Stockholders at
pages 2-3.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information called for by Item 13 is incorporated by reference to the
Registrant's definitive Proxy Statement dated May 25, 1995 filed with the
Securities and Exchange Commission pursuant to Regulation 14A in
connection with the Registrant's 1995 Annual Meeting of Stockholders at
page 13.

PART IV
-------

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

Form 10-K

(a) 1. Financial Statements:

The following consolidated financial statements
of SUPERVALU INC. and Subsidiaries
are included in Part II, Item 8 (which
incorporates information by reference to the
Registrant's 1995 Annual Report to Stockholders
(Exhibit 13)):

Independent Auditors' Report
Consolidated balance sheets as of February 25, 1995 and
February 26, 1994.
Consolidated statements of earnings for each
of the three years in the period ended
February 25, 1995

Consolidated statements of cash flows
for each of the three years in the
period ended February 25, 1995
Consolidated statements of stockholders'
equity for each of the three years in
the period ended February 25, 1995
Notes to consolidated financial statements

2. Consolidated Financial Statement Page on this Form 10-K
Schedules for SUPERVALU INC. and ----------------------
Subsidiaries:

Selected Quarterly Financial Data - for
the two years ended February 25, 1995 -
included in Part II, Item 8 (which
incorporates information by reference to
the Registrant's 1995 Annual Report to
Stockholders (Exhibit 13)).

Independent Auditors' report on schedules 22

Schedule VIII - Valuation and qualifying 23
accounts

All other schedules are omitted because they
are not applicable or not required.

3. Exhibits:

(3)(i) Articles of Incorporation. Restated Certificate of
Incorporation is incorporated by reference to Exhibit (3)(i)
to the Registrant's Annual Report on Form 10-K for the year
ended February 26, 1994.

(3)(ii) Bylaws. Bylaws, as amended, is incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-3, Registration No. 33-52422.

(4) Instruments defining the rights of security holders, including
indentures:

a. Indenture dated as of July 1, 1987 between the Registrant and
Bankers Trust Company, as Trustee, relating to certain
outstanding debt securities of the Registrant, is
incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-3, Registration No. 33-
52422.

b. First Supplemental Indenture dated as of August 1, 1990
between the Registrant and Bankers Trust Company, as Trustee,
to Indenture dated as of July 1, 1987 between the Registrant
and Bankers Trust Company, as Trustee, is incorporated by
reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-3, Registration No. 33-52422.

c. Second Supplemental Indenture dated as of October 1, 1992
between the Registrant and Bankers Trust Company, as Trustee,
to Indenture dated as of July 1, 1987 between the Registrant
and Bankers Trust Company, as Trustee, is incorporated by
reference to Exhibit 4.1 to the Registrant's Form 8-K Report
dated November 13, 1992.

d. Letter of Representations dated November 12, 1992 between the
Registrant, Bankers Trust Company, as Trustee, and The
Depository Trust Company relating to certain outstanding debt
securities of the Registrant, is incorporated by reference to
Exhibit 4.5 to the Registrant's Form 8-K Report dated
November 13, 1992.

e. Four-year Revolving Credit Agreement dated as of October 26,
1992 among the Registrant, the Banks named therein, Citibank,
N.A., as Agent, Bankers Trust Company, Pittsburgh National
Bank and Nationsbank of North Carolina, N.A., as Co-Agents,
and First Bank National Association, as Lead Manager, is
incorporated by reference to Exhibit 4.16 to the Registrant's
Registration Statement on Form S-3, Registration No. 33-
52422.

f. Rights Agreement dated as of April 12, 1989 between the
Registrant and Norwest Bank Minnesota, N.A., as Rights Agent,
is incorporated by reference to Exhibit 1 to the Registrant's
Form 8-K Report dated April 19, 1989.

Pursuant to Instruction 4(iii) of Item 601(b) of Regulation S-K,
copies of certain instruments defining the rights of holders of
certain long-term debt of the Registrant and its subsidiaries
are not filed and, in lieu thereof, the Registrant agrees to
furnish copies thereof to the Securities and Exchange Commission
upon request.

(10) Material Contracts. The following exhibits are management
contracts, compensatory plans or arrangements required to be
filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K:

a. SUPERVALU INC. 1993 Stock Plan, as amended.

b. SUPERVALU INC. 1976 Executive Employees Stock Option Plan, as
amended, is incorporated by reference to Exhibit (10)b. to
Registrant's Annual Report on Form 10-K for the year ended
February 23, 1991.

c. SUPERVALU INC. 1978 Stock Appreciation Rights Plan, as
amended, is incorporated by reference to Exhibit (10)c. to
Registrant's Annual Report on Form 10-K for the year ended
February 25, 1989.

d. Executive Incentive Bonus Plan is incorporated by reference
to Exhibit (10)e. to Registrant's Quarterly Report on Form
10-Q for the quarter ended September 10, 1994.

e. Directors Deferred Compensation Plan, as amended, is
incorporated by reference to Exhibit (10)e. to the
Registrant's Annual Report on Form 10-K for the year ended
February 27, 1988.

f. SUPERVALU INC. 1983 Employee Stock Option Plan, as amended.

g. SUPERVALU INC. 1989 Stock Appreciation Rights Plan is
incorporated by reference to Exhibit (10)g. to Registrant's
Annual Report on Form 10-K for the year ended February 25,
1989.

h. SUPERVALU INC. ERISA Excess Plan Restatement is incorporated
by reference to Exhibit (10)h. to Registrant's Annual Report
on Form 10-K for the year ended February 24, 1990.

i. SUPERVALU INC. Deferred Compensation Plan is incorporated by
reference to Exhibit (10)i. to Registrant's Annual Report on
Form 10-K for the year ended February 23, 1991.

j. SUPERVALU INC. Executive Deferred Compensation Plan as
amended and Executive Deferred Compensation Plan II are
incorporated by reference to Exhibit (10)j. to Registrant's
Annual Report on Form 10-K for the year ended February 25,
1989.

k. Form of Agreement used in connection with Registrant's
Executive Post-Retirement Survivor Benefit Program, is
incorporated by reference to Exhibit (10)j. to Registrant's
Annual Report on Form 10-K for the year ended February 27,
1988.

l. Forms of Change of Control Severance Agreements entered into
with certain officers of the Registrant are incorporated by
reference to Exhibit (10)l. to Registrant's Annual Report on
Form 10-K for the year ended February 27, 1993.

m. SUPERVALU INC. Agreement and Plans Trust dated as of November
14, 1988 is incorporated by reference to Exhibit (10)n. to
Registrant's Annual Report on Form 10-K for the year ended
February 25, 1989.

n. First Amendment (dated May 7, 1991) to SUPERVALU INC.
Agreement and Plans Trust dated as of November 14, 1988, is
incorporated by reference to Exhibit (10)o. to Registrant's
Annual Report on Form 10-K for the year ended February 23,
1991.

o. SUPERVALU INC. Directors Retirement Program, as amended, is
incorporated by reference to Exhibit (10)q. to the
Registrant's Annual Report on Form 10-K for the year ended
February 26, 1994.

p. Supplemental Executive Retirement Plan is incorporated by
reference to Exhibit (10)r. to Registrant's Form 10-K Report
for the year ended February 24, 1990.

q. SUPERVALU INC. Long-Term Incentive Plan is incorporated by
reference to Exhibit (10)s. to Registrant's Form 10-K Report
for the year ended February 29, 1992.

r. SUPERVALU INC. Bonus Plan for Designated Corporate Officers
is incorporated by reference to Exhibit (10)t. to
Registrant's Annual Report on Form 10-K for the year ended
February 26, 1994.

s. Consulting Agreement dated April 19, 1995 between SUPERVALU
INC. and Gordy Hippen.

(12) Ratio of Earnings to Fixed Charges.

(13) Portions of 1995 Annual Report to Stockholders of Registrant.

(21) Subsidiaries of the Registrant.

(23) Consent of Independent Auditors.

(24) Power of Attorney.

(27) Financial Data Schedule.

(b) Reports on Form 8-K:

No report on Form 8-K was filed during the fourth fiscal quarter of the
fiscal year ended February 25, 1995.

SIGNATURES
----------

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

SUPERVALU INC.
(Registrant)

DATE: May 25, 1995 By: /s/ Michael W. Wright
--------------------------
Michael W. Wright
Chairman of the Board;
President and Chief
Executive Officer

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

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Michael W. Wright Chairman of the Board; President; May 25, 1995
---------------------------- Chief Executive Officer; and
Michael W. Wright Director (principal executive
officer)

/s/ Jeffrey C. Girard Executive Vice President and May 25, 1995
---------------------------- Chief Financial Officer (principal
Jeffrey C. Girard financial officer)

/s/ Isaiah Harris Vice President and Controller May 25, 1995
---------------------------- (principal accounting officer)
Isaiah Harris

/s/ Herman Cain* Director
----------------------------
Herman Cain

/s/ Stephen I. D'Agostino* Director
----------------------------
Stephen I. D'Agostino

/s/ Edwin C. Gage* Director
----------------------------
Edwin C. Gage

/s/ Vernon H. Heath* Director
----------------------------
Vernon H. Heath

/s/ William A. Hodder* Director
----------------------------
William A. Hodder

/s/ Garnett L. Keith, Jr.* Director
----------------------------
Garnett L. Keith, Jr.

/s/ Richard L. Knowlton* Director
----------------------------
Richard L. Knowlton

/s/ Richard D. McCormick* Director
----------------------------
Richard D. McCormick

/s/ Harriet Perlmutter* Director
----------------------------
Harriet Perlmutter

/s/ Carole F. St. Mark* Director
----------------------------
Carole F. St. Mark

/s/ Winston R. Wallin* Director
----------------------------
Winston R. Wallin

*Executed this 25th day of May, 1995, on behalf of the indicated Directors
by Michael W. Wright, duly appointed Attorney-in-Fact.

/s/ Michael W. Wright
---------------------
Michael W. Wright
Attorney-in-Fact

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders

SUPERVALU INC.

Eden Prairie, Minnesota

We have audited the consolidated financial statements of SUPERVALU INC. (the
Company) and subsidiaries as of February 25, 1995 and February 26, 1994 and for
each of the three years in the period ended February 25, 1995 and have issued
our report thereon dated April 10, 1995, such financial statements and report
are included in your 1995 Annual Report to Stockholders and are incorporated
herein by reference. Our audits also included the financial statement schedule
of SUPERVALU INC. and subsidiaries, listed in Item 14. This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion based on our audits. In our opinion, such financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

DELOITTE & TOUCHE LLP

Minneapolis, Minnesota

April 10, 1995

SUPERVALU INC. and Subsidiaries

SCHEDULE VIII - Valuation and Qualifying Accounts

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------------------------------- ----------- ----------------------------- ---------- -----------
(1) (2)
Balance at Charged Balance at
beginning to costs Charged to end
Description of year and expenses other accounts Deductions of year
-------------------------------- ----------- ------------ -------------- ---------- -----------

Allowance for doubtful accounts:
Year ended:
February 25, 1995 $33,820,000 1,627,000 423,000 (A) 6,602,000 (B) $29,268,000
February 26, 1994 38,593,000 7,165,000 -- (A) 11,938,000 (B) 33,820,000
February 27, 1993 11,636,000 7,867,000 27,020,000 (A) 7,930,000 (B) 38,593,000

(A) Beginning account balances of companies acquired.

(B) Balance consists of accounts determined to be uncollectible and
charged against reserves, net of collection on accounts previously
charged off.

EXHIBIT INDEX
-------------

SUPERVALU INC.
ANNUAL REPORT ON FORM 10-K

EXHIBIT NUMBER EXHIBIT
-------------- -------

*(3)(i) Restated Certificate of Incorporation.

*(3)(ii) Bylaws, as amended.

*(4)a. Indenture dated as of July 1, 1987 between the Registrant
and Bankers Trust Company, as Trustee, relating to certain
outstanding debt securities of the Registrant.

*(4)b. First Supplemental Indenture dated as of August 1, 1990
between the Registrant and Bankers Trust Company, as Trustee,
to Indenture dated as of July 1, 1987 between the Registrant
and Bankers Trust Company, as Trustee.

*(4)c. Second Supplemental Indenture dated as of October 1, 1992
between the Registrant and Bankers Trust Company, as Trustee,
to Indenture dated as of July 1, 1987 between the Registrant
and Bankers Trust Company, as Trustee.

*(4)d. Letter of Representations dated November 12, 1992 between the
Registrant, Bankers Trust Company, as Trustee, and The
Depository Trust Company relating to certain outstanding debt
securities of the Registrant.

*(4)e. Four-year Revolving Credit Agreement dated as of October 26,
1992 among the Registrant, the Banks named therein, Citibank,
N.A., as Agent, Bankers Trust Company, Pittsburgh National
Bank and Nationsbank of North Carolina, N.A., as Co-Agents,
and First Bank National Association, as Lead Manager.

*(4)f. Rights Agreement dated as of April 12, 1989 between the
Registrant and Norwest Bank Minnesota, N.A., as Rights Agent.

(10)a. SUPERVALU INC. 1993 Stock Plan, as amended.

*(10)b. SUPERVALU INC. 1976 Executive Employees Stock Option Plan,
as amended.

*(10)c. SUPERVALU INC. 1978 Stock Appreciation Rights Plan, as
amended.

*(10)d. Executive Incentive Bonus Plan.

*(10)e. Directors Deferred Compensation Plan, as amended.

(10)f. SUPERVALU INC. 1983 Employee Stock Option Plan, as amended.

*(10)g. SUPERVALU INC. 1989 Stock Appreciation Rights Plan.

*(10)h. SUPERVALU INC. ERISA Excess Plan Restatement.

*(10)i. SUPERVALU INC. Deferred Compensation Plan.

(1 of 2)

*(10)j. SUPERVALU INC. Executive Deferred Compensation Plan as
amended and Executive Deferred Compensation Plan II.

*(10)k. Form of Agreement used in connection with Registrant's
Executive Post-Retirement Survivor Benefit Program.

*(10)l. Forms of Change of Control Severance Agreements entered into
with certain officers of the Registrant.

*(10)m. SUPERVALU INC. Agreement and Plans Trust dated as of
November 14, 1988.

*(10)n. First Amendment (dated May 7, 1991) to SUPERVALU INC.
Agreement and Plans Trust dated as of November 14, 1988.

*(10)o. SUPERVALU INC. Directors Retirement Program, as amended.

*(10)p. Supplemental Executive Retirement Plan

*(10)q. SUPERVALU INC. Long-Term Incentive Plan

*(10)r. SUPERVALU INC. Bonus Plan for Designated Corporate Officers.

(10)s. Consulting Agreement dated April 19, 1995 between SUPERVALU
INC. and Gordy Hippen.