ROUNDYS INC
POS AM, 1995-05-12
GROCERIES, GENERAL LINE
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As Filed with the Securities and Exchange Commission on May 12, 1995
                  Registration No. 2-66296
________________________________________________________________________
________________________________________________________________________

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                   _______________________

               POST-EFFECTIVE AMENDMENT NO. 18
                             on
                          Form S-2
                             to
                          Form S-1
                   REGISTRATION STATEMENT
                            Under
                 THE SECURITIES ACT OF 1933
                              
                   _______________________
                              
                       ROUNDY'S, INC.
   (Exact name of Registrant as specified in its charter)

           WISCONSIN                    39-0854535
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification No.)

                     23000 Roundy Drive
                 Pewaukee, Wisconsin  53072
                 Telephone:  (414) 547-7999
(Address, including zip code, and telephone number, including area code, 
of registrant's principal executive offices)
                              
                     Mr. Robert D. Ranus
         Vice President and Chief Financial Officer
                       Roundy's, Inc.
                     23000 Roundy Drive
                     Pewaukee, WI  53072
  (Name, address, including zip code and telephone number, including area 
                        code, of agent for service)
                              
                              
                       With Copies to:
                 Andrew J. Guzikowski, Esq.
                Whyte Hirschboeck Dudek S.C.
            111 East Wisconsin Avenue, Suite 2100
                 Milwaukee, Wisconsin  53202
                 Telephone:  (414) 273-2100

________________________________________________________________________
________________________________________________________________________
                              

     The undersigned Registrant files this Post-Effective Amendment No. 
18 to remove from registration the following securities which remained 
unsold at the completion of the offering to which this registration 
statement relates:

     11,100 shares of Registrant's Class A Common Stock; and

     15,433 shares of Registrant's Class B Common Stock.






                         SIGNATURES
                              

     Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all the
requirements for filing on Form S-2 and has duly caused this
Post-Effective Amendment No. 18 to this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the town of Pewaukee, State of
Wisconsin, on May 12, 1995.


                              ROUNDY'S, INC.


                              By  ROBERT D. RANUS
                                  -------------------------
                                  Robert D. Ranus
                                  Vice President and
                                  Chief Financial Officer

     Pursuant to the requirements of the Securities Act of
1933, as amended, this Post-Effective Amendment No. 18 to
this Registration Statement has been signed this 12th day of
May, 1995 by the following persons in the capacities indicated:

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


GERALD F. LESTINA                       Director, President and
- -----------------                       Chief Executive Officer
Gerald F. Lestina                       


ROBERT D. RANUS                         Director, Vice President and
- -----------------                       Chief Financial Officer and
Robert D. Ranus                         Prinicipal Accounting Officer


ROBERT D. RANUS, ATTORNEY-IN-FACT
- ---------------------------------
Charles R. Bonson                       Director


ROBERT D. RANUS, ATTORNEY-IN-FACT
- ---------------------------------
Gary N. Gundlach                        Director


- ---------------------------------
Lloyd E. Coppersmith                    Director


ROBERT D. RANUS, ATTORNEY-IN-FACT
- ---------------------------------
George C. Kaiser                        Director


ROBERT D. RANUS, ATTORNEY-IN-FACT
- ---------------------------------
Brenton H. Rupple                       Director


ROBERT D. RANUS, ATTORNEY-IN-FACT
- ---------------------------------
Robert E. Bartels                       Director






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