CERTIFIED GROCERS OF CALIFORNIA LTD, S-2/A, 1998-06-30

CERTIFIED GROCERS OF CALIFORNIA LTD
S-2/A, 1998-06-30
GROCERIES, GENERAL LINE

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1998

REGISTRATION NO. 333-51931
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 1

FORM S-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CERTIFIED GROCERS OF CALIFORNIA, LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
CALIFORNIA 95-0615250
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OR ORGANIZATION)
</TABLE>

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2601 S. EASTERN AVENUE
LOS ANGELES, CALIFORNIA 90040
(213) 723-7476
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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ROBERT M. LING, JR., GENERAL COUNSEL
CERTIFIED GROCERS OF CALIFORNIA, LTD.
2601 S. EASTERN AVENUE
LOS ANGELES, CALIFORNIA 90040
(213) 723-7476
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

COPY TO:
JON W. NEWBY, ESQUIRE
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
333 SOUTH HOPE STREET, 48TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 617-4142

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.

IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, CHECK THE FOLLOWING BOX. [X]

IF THE REGISTRANT ELECTS TO DELIVER ITS LATEST ANNUAL REPORT TO SECURITIES
HOLDERS, OR A COMPLETE AND LEGIBLE FACSIMILE THEREOF, PURSUANT TO ITEM
11(a)(1) OF THIS FORM, CHECK THE FOLLOWING BOX. [X]

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS OF PROPOSED PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE MAXIMUM OFFERING AGGREGATE AMOUNT OF
REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
$50,000,000 Partially
Subordinated Patrons'
Deposit Accounts...... $50,000,000 none $50,000,000 $14,750
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</TABLE>

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

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<PAGE>

PROSPECTUS

CERTIFIED GROCERS OF CALIFORNIA, LTD.

$50,000,000 PARTIALLY SUBORDINATED
PATRONS' DEPOSIT ACCOUNTS

This Prospectus relates to the Partially Subordinated Patrons' Deposit
Accounts (the "Deposit Accounts") maintained with Certified Grocers of
California, Ltd. ("Certified" or the "Company") by the member-patrons and
associate patrons of the Company and the Deposit Accounts to be maintained
with the Company by such persons or entities who from time to time become
member-patrons or associate patrons of the Company. (Member-patrons and
associate patrons are collectively referred to herein as "patrons"). Patrons
are generally required to maintain deposits with the Company in certain
required amounts and may also maintain deposits in excess of such required
amounts. All such deposits of a patron are maintained in the patron's Deposit
Account. Patrons are required to execute subordination agreements providing
for the pledging of their Deposit Accounts to the Company and the
subordination of that portion of their Deposit Accounts which consists of
required deposits to Senior Indebtedness (as defined herein) of the Company.
The subordination agreements executed by patrons on and after January 14, 1994
differ from the subordination agreements which have been executed by patrons
before January 14, 1994. See "DESCRIPTION OF DEPOSIT ACCOUNTS --
Subordination."

That portion of each Deposit Account consisting of required deposits does
not bear interest. Interest is paid with respect to that portion, if any, of a
Deposit Account which exceeds the required amounts. The rate is 8.5% per annum
at the date of this Prospectus. The Deposit Accounts are not secured by any
lien on any assets of the Company, are nontransferable without the consent of
the Company, which will normally be withheld, and are required to be pledged
to the Company as security for obligations to the Company and its
subsidiaries. On termination of membership of a member-patron or on an
associate patron ceasing to do business with the Company, the patron will be
entitled to the return of its Deposit Account, less all amounts that may be
owing by the patron to the Company or any of its subsidiaries; provided that
return of that portion of the Deposit Account which consists of required
deposits will be governed by the subordination provisions to which it is
subject and will be returned only as and to the extent permitted thereby. That
portion of the Deposit Account which is in excess of the required deposits
will be paid to the patron on its request provided the patron is not in
default in any of its obligations to the Company or any of its subsidiaries.
(See "DESCRIPTION OF DEPOSIT ACCOUNTS").

This prospectus is accompanied by a copy of the Company's latest Form 10-K
and latest Form 10-Q as filed with the Securities and Exchange Commission.

Since the Deposit Accounts are not segregated from the Company's other funds
and are unsecured obligations, and since the Company has not established any
reserves for their repayment, there can be no assurance that the Company would
have the ability to repay the Deposit Accounts in the event of insolvency or
other financial difficulty or in the event the Company were required to return
a substantial amount of the Deposit Accounts at one time or over a brief
period of time. See "DESCRIPTION OF DEPOSIT ACCOUNTS -- Repayment."

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CAREFUL CONSIDERATION SHOULD BE GIVEN TO THE MATTERS DISCUSSED UNDER
"RISK FACTORS," BEGINNING ON PAGE 3 OF THIS PROSPECTUS.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<TABLE>
<CAPTION>
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- -------------------------------------------------------------------------------------------
UNDERWRITING PROCEEDS
PRICE DISCOUNTS AND TO THE
TO PUBLIC COMMISSIONS COMPANY (1)(2)
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<S> <C> <C> <C>
$50,000,000 Partially
Subordinated Patrons' Deposit
Accounts........................ $50,000,000 none $50,000,000
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
</TABLE>

(1) As of the date of registration, the expenses payable by the Company were
estimated at $45,000.

(2) Based on the assumption that this amount of Deposit Accounts will be
acquired by patrons. There is no assurance that this amount will be so
acquired.

THIS OFFER IS NOT UNDERWRITTEN.

THE DATE OF THIS PROSPECTUS IS JUNE 30, 1998.
<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange Commission
("Commission"). Copies of such materials can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549, at prescribed
rates. In addition, such material can be inspected and copied at the public
reference facilities maintained by the Commission and located at the
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and 7 World Trade Center, New York, New York 10048.

ADDITIONAL INFORMATION

As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information and exhibits contained in a Registration Statement
on Form S-2 filed by the Company with the Commission. For further information,
reference is made to the Registration Statement including the exhibits filed
as a part thereof. Copies of the Registration Statement and exhibits may be
obtained from the principal office of the Commission in Washington, D.C. upon
payment of the fee prescribed by the rules and regulations of the Commission.

INCORPORATION BY REFERENCE

The following documents filed with the Commission are incorporated by
reference into this Prospectus: (i) Annual Report on Form 10-K for the fiscal
year ended August 30, 1997, and (ii) all other reports filed pursuant to
Section 13(a) or 15(a) of the Exchange Act since the end of the fiscal year
covered by the Annual Report.

COMPANY INFORMATION

The Company's executive offices are located at 2601 S. Eastern Avenue, Los
Angeles, California 90040 (213/723-7476).

2
<PAGE>

RISK FACTORS

EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS
DISCUSSED IN THIS PROSPECTUS ARE FORWARD-LOOKING STATEMENTS WHICH INVOLVE
RISKS AND UNCERTAINTIES, INCLUDING BUT NOT LIMITED TO ECONOMIC, COMPETITIVE,
GOVERNMENTAL AND TECHNOLOGICAL FACTORS AFFECTING THE COMPANY'S OPERATIONS,
MARKETS, PRODUCTS, SERVICES AND PRICES, AND OTHER FACTORS DISCUSSED IN THE
COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

Careful consideration should be given to the following factors concerning
the Company and the securities offered in this Prospectus:

SUBORDINATION

The portion of the Deposit Accounts consisting of required deposits will be
subordinated to the prior payment in full of Senior Indebtedness (as defined
herein) of the Company. Patrons are required to execute subordination
agreements with respect to their Deposit Accounts. The subordination
agreements executed by patrons on and after January 14, 1994 differ from the
subordination agreements which have been executed by patrons before January
14, 1994. The portion of the Deposit Accounts consisting of required deposits
cannot be repaid by the Company in the event of an uncured default by the
Company respecting Senior Indebtedness, or in the event of dissolution,
liquidation or insolvency proceedings involving the Company, until all Senior
Indebtedness has been paid in full or provision made for such payment
satisfactory to the holders of Senior Indebtedness. The total amount of
outstanding Senior Indebtedness to which required deposits are subordinated
aggregated approximately $147,000,000 as of February 28, 1998. There is no
limitation on the Company's creation of additional Senior Indebtedness. See
"DESCRIPTION OF DEPOSIT ACCOUNTS -- Subordination."

UNSECURED OBLIGATIONS

The Deposit Accounts are not secured by any lien upon any assets of the
Company and are unsecured obligations of the Company.

NONTRANSFERABILITY

The Deposit Accounts are nontransferable without the consent of the Company,
which will normally be withheld. Patrons are required to pledge their Deposit
Accounts to the Company as security for their obligations to the Company and
its subsidiaries.

INTEREST

The portion of the Deposit Accounts consisting of required deposits does not
bear interest. See "DESCRIPTION OF DEPOSIT ACCOUNTS -- Interest."

REPAYMENT

Amounts in a patron's Deposit Account in excess of the amount consisting of
required deposits are returnable upon request of the patron if the patron is
not in default of its obligations to the Company or any of its subsidiaries.
Upon termination of membership of a member-patron or on an associate patron
ceasing to do business with the Company, the patron is entitled to the return
of its Deposit Account, less all amounts owing to the Company and its
subsidiaries. In all cases, however, return of the portion of the Deposit
Account consisting of required deposits is governed by the subordination
provisions to which it is subject.

3
<PAGE>

VOLUME LOSSES

The Company experienced reductions in sales volume from fiscal 1991 levels
totaling approximately $945 million between fiscal years 1992 and 1995. During
this period, certain of the Company's large member-patrons either grew to the
size where they elected to establish self-distribution programs or were
acquired by chains that had existing self-distribution programs. Additionally,
sales volume was lost as a result of the decision of certain large patrons to
expand their own warehousing and distribution operations in fiscal 1994.

The Company's third and fourth largest customers, Nob Hill General Store,
Inc. ("Nob Hill") and Hughes Markets, Inc. ("Hughes"), respectively, have been
acquired by entities that have self-distribution programs. These acquisitions
were both completed during the first quarter of 1998. The Company's sales to
Nob Hill and Hughes totaled approximately $150 million in fiscal 1997.

There can be no assurance that future sales volume reductions will not
occur, whether by merger or acquisition of patrons or election by patrons to
switch to self-distribution or other supply sources. The Company's largest
customer and ten largest customers accounted for approximately 5% and 31%,
respectively, of net sales in fiscal 1997.

RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
SIX MONTHS FISCAL YEAR
ENDED ----------------------------
2/28/98 1997 1996 1995 1994 1993
---------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges(1)....... 2.26x 2.21x 1.94x 1.71x 1.63x 1.78x
</TABLE>
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(1) Earnings used in computing the ratio of earnings to fixed charges consist
of earnings before patronage dividends, provision for income taxes, and
cumulative effect of change in accounting principle in 1994 of $2.5
million, plus fixed charges. Fixed charges consist of interest expense
(including amortization of deferred financing costs) and the portion of
rental expense that is representative of the interest factor.

DESCRIPTION OF DEPOSIT ACCOUNTS

GENERAL

Patrons are generally required to maintain deposits with the Company in
certain required amounts and may also maintain deposits with the Company in
excess of such required amounts. All such deposits of a patron are maintained
in the patron's Deposit Account. Patrons are required to execute subordination
agreements providing for the pledging of their Deposit Accounts to the Company
and the subordination of that portion of their Deposit Accounts which consists
of required deposits to Senior Indebtedness (as defined herein) of the
Company. As described below under the caption "Subordination," the
subordination agreements executed by patrons on and after January 14, 1994
differ from the subordination agreements which have been executed by patrons
before January 14, 1994. Thus, persons or entities who become member-patrons
or associate patrons on or after January 14, 1994 are required to execute the
new subordination agreements. In addition, patrons who executed subordination
agreements before January 14, 1994 may be required to execute the new
subordination agreements if there is a change in the patron's business form.
For example, in the event of a change in a patron which is a proprietorship or
partnership, or a change in the stock ownership of a patron which is a
corporation, the Company may require the execution of a new subordination
agreement.

Amounts in the Deposit Accounts are not segregated from other funds of the
Company. The Deposit Accounts are recorded in the Company's records by means
of book entries, and no note, certificate or other instrument is issued as
evidence of the Deposit Accounts. After the close of each fiscal year, the
Company provides each patron with a statement showing patronage dividends
allocated to the patron's Deposit Account.

4
<PAGE>

In addition, written inquiry concerning the Deposit Accounts and other
additions to the account, as well as withdrawals and charges and the account
balance, may be made at any time, and telephone inquiry may be made at any
time during normal business hours. The Company's policies regarding deposits
are subject to change by the Board of Directors, which may, in its discretion,
add to, increase, decrease, limit, eliminate or otherwise change such
policies.

SUBORDINATION

As described below in this section, the subordination of that portion of the
Deposit Accounts which consists of required deposits will differ depending
upon whether a patron executes a subordination agreement on or after January
14, 1994 or has executed a subordination agreement before that date.

1. SUBORDINATION AGREEMENTS EXECUTED ON OR AFTER JANUARY 14, 1994.

With respect to patrons who execute subordination agreements on or after
January 14, 1994, that portion of the Deposit Account of each such patron
which consists of required deposits will, under the terms of such agreements,
be subordinated and subject in right of payment to all Senior Indebtedness. As
to such patrons, the term "Senior Indebtedness" means all indebtedness,
liabilities or obligations of the Company, contingent or otherwise, whether
existing on the date of execution of the subordination agreement or thereafter
incurred, (A) in respect of borrowed money; (B) evidenced by bonds, notes,
debentures or other instruments of indebtedness; (C) evidenced by letters of
credit, bankers' acceptances or similar credit instruments; (D) in respect of
Capitalized Lease Obligations (as defined herein); (E) in respect of the
deferred purchase price of property or assets (whether real, personal,
tangible or intangible) or in respect of any mortgage, security agreement,
title retention agreement or conditional sale contract; (F) in respect of any
interest rate swap agreement, interest rate collar agreement or other similar
agreement or arrangement designed to provide interest rate protection; (G) in
respect of all indebtedness, liabilities or obligations of others of any of
the types referred to in clauses (A) through (F) for which the Company is
responsible or liable as obligor, guarantor or otherwise or in respect of
which recourse may be had against any of the property or assets (whether real,
personal, tangible or intangible) of the Company; and (H) in respect of all
modifications, renewals, extensions, replacements and refundings of any
indebtedness, liabilities or obligations of any of the types described in
clauses (A) through (G); provided that the term "Senior Indebtedness" shall
not mean any indebtedness, liabilities or obligations of the Company,
contingent or otherwise, whether existing on the date of execution of the
subordination agreement or thereafter incurred, (i) to trade creditors arising
or incurred in the ordinary course of the Company's business, (ii) in respect
of any redemption, repurchase or other payments on capital stock, (iii) in
respect of Patrons' Deposits (as defined herein) or (iv) in respect of
Patronage Dividend Certificates (as defined herein).

For purposes of the foregoing definition, "Capitalized Lease Obligations"
means the discounted present value of the rental obligations of any person or
entity under any lease of any property which, in accordance with generally
accepted accounting principles, has been recorded on the balance sheet of such
person or entity as a capitalized lease; "Patrons' Deposits" means the
deposits from time to time required to be made or maintained with the Company
by its patrons or customers in accordance with the Bylaws of the Company as in
effect from time to time or in accordance with the policies for the servicing
of accounts of patrons or customers established from time to time by the
Company, and any deposits from time to time made or maintained with the
Company by its patrons or customers in excess of such required deposits; and
"Patronage Dividend Certificates" means any notes, revolving fund
certificates, retain certificates, certificates of indebtedness, patronage
dividend certificates or any other written evidences of indebtedness of the
Company at any time outstanding which evidence the indebtedness of the Company
respecting the distribution by the Company of patronage dividends.

The subordination is such that in the event of any insolvency or bankruptcy
proceedings relative to the Company or its property, any receivership,
liquidation, reorganization, arrangement or other similar proceedings in
connection therewith, or in the event of any proceedings for voluntary
liquidation, dissolution or other winding up of the Company, the holders of
Senior Indebtedness shall be entitled to receive payment in full of all Senior
Indebtedness (whether accrued prior or subsequent to the commencement of such
proceedings) before any

5
<PAGE>

payment is made with respect to that portion of the Deposit Accounts which
consists of required deposits. By reason of such subordination, in the event
of insolvency, creditors of the Company who are holders of Senior Indebtedness
may recover more ratably than holders of the Deposit Accounts. In addition,
(i) no payment shall be made with respect to that portion of the Deposit
Accounts which consists of required deposits in the event and during the
continuation of any default in the payment of any Senior Indebtedness; and
(ii) in the event any default (other than those referred to in clause (i))
shall occur and be continuing with respect to any Senior Indebtedness
permitting the holders of such Senior Indebtedness to accelerate the maturity
thereof, no payment shall be made with respect to that portion of the Deposit
Accounts which consists of required deposits during any period (a) of 180 days
after the giving of written notice of such default by the holders of such
Senior Indebtedness to the Company, or (b) in which judicial proceedings shall
be pending in respect of such default, a notice of acceleration of the
maturity of such Senior Indebtedness shall have been transmitted to the
Company in respect of such default and such judicial proceedings shall be
diligently pursued in good faith. With respect to clause (ii)(a) above, only
one such notice shall be given in any twelve consecutive months.

2. SUBORDINATION AGREEMENTS EXECUTED PRIOR TO JANUARY 14, 1994.

With respect to patrons who executed subordination agreements prior to
January 14, 1994 and who do not execute new subordination agreements after
that date, that portion of the Deposit Account of each such patron which
consists of required deposits is, under the terms of such agreements,
subordinated and subject in right of payment to the prior payment in full of
the principal of (and premium, if any) and interest upon all Senior
Indebtedness. As to such patrons, the term "Senior Indebtedness" means (A) any
and all indebtedness of the Company which may from time to time be outstanding
as shall be payable with respect to short-term notes and other commercial
paper issued by the Company and which are rated by a nationally recognized
securities rating agency, (B) any and all indebtedness, whether contingent or
otherwise, of the Company which may from time to time be outstanding and be
payable to any bank, insurance company or other financial institution, and (C)
any and all indebtedness of others which may from time to time be guaranteed
by the Company and is payable to any bank, insurance company or other
financial institution.

The subordination is such that upon any distribution of the assets of the
Company upon any voluntary or involuntary dissolution, winding up or
liquidation, reorganization, readjustment, arrangement or similar proceedings,
relating to the Company or its property, whether or not the Company is a party
thereto, and whether in bankruptcy, insolvency or receivership proceedings or
otherwise, or on any assignment by the Company for the benefit of creditors,
or upon any other marshaling of the assets and liabilities of the Company, all
Senior Indebtedness shall be paid in full, or provision made for such payment
satisfactory to the holders of such Senior Indebtedness, before any payment is
made on account of the principal of or interest, if any, on that portion of
the Deposit Accounts which consists of required deposits. By reason of such
subordination, in the event of insolvency, creditors of the Company who are
holders of Senior Indebtedness may recover more ratably than holders of the
Deposit Accounts. In addition, no payment shall be made on account of the
principal of or interest, if any, on that portion of any Deposit Account which
consists of required deposits, if (i) there shall have occurred a default in
payment in the principal of (or premium, if any) or interest on any Senior
Indebtedness, or (ii) there shall have occurred any other event of default
with respect to any Senior Indebtedness, permitting the holders thereof to
accelerate the maturity thereof and if written notice of election so to
accelerate shall have been given to the Company by the holder or holders of
such Senior Indebtedness or their representative or representatives, or (iii)
payment on account of principal of or interest, if any, on that portion of any
Deposit Account which consists of required deposits would itself constitute an
event of default with respect to any Senior Indebtedness, unless or until such
event of default described in clauses (i), (ii) or (iii) shall have been cured
or waived or shall have ceased to exist.

3. NO LIMIT ON SENIOR INDEBTEDNESS.

There is no limitation on the creation of additional Senior Indebtedness by
the Company. Outstanding Senior Indebtedness to which the required deposits of
patrons is subordinated aggregated approximately $147,000,000 as of February
28, 1998.

6
<PAGE>

INTEREST

That portion of the Deposit Accounts which consists of required deposits is
non-interest-bearing. While the Board of Directors of the Company could, in
its sole discretion, authorize the payment of interest on such portion, it has
no present plans to do so.

Except for deposits under the Company's price reservation program, the
Company currently pays interest on amounts in the Deposit Accounts which are
in excess of required deposits. The rate of interest is 8.5% per annum at the
date of this Prospectus. The rate of interest during each fiscal month of the
Company will be the prime rate established by Bankers Trust Company and as in
effect on the 25th day of the preceding calendar month, or, if not then
available for any reason, on the next succeeding day when such rate is
available. However, if such rate is not available for any reason prior to the
beginning of the applicable fiscal month, the rate used for the previous
fiscal month will continue to be used. Interest for a fiscal month will be
paid only on those amounts which do not consist of required deposits and which
are in the Deposit Accounts during the entire fiscal month. Such interest will
not be compounded. Such interest will be paid to the patron semi-annually by
the Company in March and September of each year. However, upon request of the
patron, such interest will be paid by credit to the patron's Deposit Account.

The payment of interest on that portion of the Deposit Accounts which does
not consist of required deposits may be changed or eliminated at any time in
the discretion of the Board of Directors.

REPAYMENT

Upon request, the Company will return to patrons the amount of their Deposit
Accounts which is in excess of the portion thereof which consists of required
deposits; provided that the patron is not in default in its obligations to the
Company or any of its subsidiaries.

On termination of membership of a member-patron or on an associate patron
ceasing to do business with the Company, the Company will return the Deposit
Account, less all amounts that may be owing to the Company and any of its
subsidiaries. In all cases, however, return of that portion of the Deposit
Account which consists of required deposits will be governed by the
subordination provisions to which it is subject and will be returned only as
and to the extent permitted thereby.

Since the Deposit Accounts are not segregated from the Company's other
funds, the Company's liquidity might be adversely affected if the Company were
required to return a substantial amount of the Deposit Accounts at one time or
over a brief period of time. While the Company's liquidity has not been
adversely affected in the past as a result of the return of deposits to
patrons, there can be no assurance that the Company's liquidity would not be
adversely affected in the future as a result of the return to patrons of a
substantial amount of Deposit Accounts. In addition, the Company has not
established any reserves to provide for the repayment of Deposit Accounts, nor
are the Deposit Accounts secured obligations of the Company. Thus, in the
event a substantial amount of Deposit Accounts were required to be repaid by
the Company at one time or over a brief period of time, or in the event the
Company were to experience financial difficulties or to become insolvent,
there can be no assurance respecting the Company's ability to repay the
Deposit Accounts and respecting the ability of the Company's patrons to
recover the amount of their Deposit Accounts.

OTHER SIGNIFICANT ASPECTS

The Deposit Accounts are not secured by any lien upon any assets of the
Company. They are nontransferable without the consent of the Company, which
will normally be withheld. Patrons will be required to pledge their Deposit
Accounts to the Company as security for their obligations to the Company and
its subsidiaries.

7
<PAGE>

METHOD OF OFFERING

As a condition of doing business with the Company, patrons are required to
have executed subordination agreements providing for the maintenance of
Deposit Accounts with the Company, the pledging of their Deposit Accounts to
the Company to secure their obligations to the Company and its subsidiaries,
and the subordination of that portion of their Deposit Accounts which consists
of required deposits.

Such persons or entities who from time to time may be accepted as new
patrons of the Company will be required, as a condition of such acceptance, to
execute subordination agreements, which subordination agreements will be
effective from and after their date of execution, providing for the
maintenance of Deposit Accounts with the Company, the pledging of their
Deposit Accounts to the Company to secure their obligations to the Company and
its subsidiaries, and the subordination of that portion of their Deposit
Accounts which consists of required deposits. The subordination agreements to
be executed by patrons on and after January 14, 1994 will differ from the
subordination agreements which have been executed by patrons before that date.
See "DESCRIPTION OF DEPOSIT ACCOUNTS -- Subordination."

The offering of the Deposit Accounts is made by the Company only through its
regular employees, who will not receive any additional remuneration in
connection therewith.

USE OF PROCEEDS

To the extent that Deposit Accounts of patrons increase in amount and to the
extent that Deposit Accounts are opened and maintained in connection with the
acceptance of new patrons, proceeds to the Company therefrom will be utilized
as working capital.

LEGAL MATTERS

The validity of the Deposit Accounts has been passed upon for the Company by
Sheppard, Mullin, Richter & Hampton LLP, Los Angeles, California.

EXPERTS

The consolidated financial statements for the years ended August 30, 1997
and August 31, 1996, incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is incorporated
herein by reference, and has been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.

The related consolidated statements of earnings, shareholders' equity, and
cash flow for the fiscal year ended September 2, 1995, included in the Annual
Report on Form 10-K of the Company incorporated by reference into this
Prospectus, have been included herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of said firm
as experts in accounting and auditing.

8
<PAGE>

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES, OR ANY OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY
ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UN-
LAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFOR-
MATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF
SUCH INFORMATION.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Additional Information..................................................... 2
Incorporation By Reference................................................. 2
Company Information........................................................ 2
Risk Factors............................................................... 3
Ratio of Earnings to Fixed Charges......................................... 4
Description of Deposit Accounts............................................ 4
Method of Offering......................................................... 8
Use of Proceeds............................................................ 8
Legal Matters.............................................................. 8
Experts.................................................................... 8
</TABLE>

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

$50,000,000 PARTIALLY SUBORDINATED
PATRONS' DEPOSIT ACCOUNTS

CERTIFIED GROCERS OF CALIFORNIA, LTD.

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

PROSPECTUS

JUNE 30, 1998

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

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
Registration Fee Under Securities Act of 1933................... $14,750
Printing, Engraving and Reproduction............................ 5,000
Expenses of Qualification Under State Blue Sky Laws............. 4,000
Legal Fees and Expenses ........................................ 12,000
Accounting Fees and Expenses.................................... 5,000
Miscellaneous .................................................. 4,250
-------
Total......................................................... $45,000
=======
</TABLE>

All of the expenses listed above will be borne by the Registrant and, except
for the Registration Fee Under Securities Act of 1933, are estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article V of the Company's Bylaws provides that the Company shall, to the
maximum extent permitted by law, have the power to indemnify its directors,
officers, employees and other agents. Section 317 of the California
Corporations Code provides that a corporation has the power to indemnify
agents of the corporation against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of the fact that any such person is or was an
agent of the corporation. The Company has entered into agreements in the form
filed as Exhibit 10.22 with each of its directors and certain of its officers
which provide to such directors and officers the maximum indemnification
allowed under applicable law. In addition, the Company and its subsidiaries
maintain a policy of directors' and officers' liability and company
reimbursement insurance.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

S-1
<PAGE>

ITEM 16. EXHIBITS

<TABLE>
<C> <C> <S>
Exhibit 4.1 Retail Grocer Application and Agreement for Continuing
Service Affiliation With Certified Grocers of California,
LTD. And Pledge Agreement (incorporated by reference to
Exhibit 4.7 to Amendment No. 2 to Form S-1 Registration
Statement of the Registrant filed on December 31, 1981, File
No. 2-70069).
Exhibit 4.2 Retail Grocer Application And Agreement For Service
Affiliation With And The Purchase Of Shares Of Certified
Grocers of California, LTD. And Pledge Agreement
(incorporated by reference to Exhibit 4.2 to Post Effective
Amendment No. 7 to Form S-2 Registration Statement of the
Registrant filed on December 13, 1989, File No. 33-19284).
Exhibit 4.3 Agreement respecting directors shares (incorporated by
reference to Exhibit 4.9 to Amendment No. 2 to Form S-1
Registration Statement of the Registrant filed on December
31, 1981, File No. 2-70069).
Exhibit 4.4 Subordination Agreement (Existing Member-Patron)
(incorporated by reference to Exhibit 4.4 to Post-Effective
Amendment No. 4 to Form S-2 Registration Statement of the
Registrant filed on July 15, 1988, File No. 33-19284).
Exhibit 4.5 Subordination Agreement (Existing Associate Patron)
(incorporated by reference to Exhibit 4.5 to Post-Effective
Amendment No. 4 to Form S-2 Registration Statement of the
Registrant filed on July 15, 1988, File No. 33-19284).
Exhibit 4.6 Subordination Agreement (New Member-Patron) (incorporated by
reference to Exhibit 4.6 to Post-Effective Amendment No. 4
to Form S-2 Registration Statement of the Registrant filed
on July 15, 1988, File No. 33-19284).
Exhibit 4.7 Subordination Agreement (New Associate Patron) (incorporated
by reference to Exhibit 4.7 to Post-Effective Amendment No.
4 to Form S-2 Registration Statement of the Registrant filed
on July 15, 1988, File No. 33-19284).
Exhibit 4.8 Form of Class A Share Certificate (incorporated by reference
to Exhibit 4.5 to Post-Effective Amendment No. 6 to Form S-
2 Registration Statement of the Registrant filed on December
15, 1994, File No. 33-38152).
Exhibit 4.9 Form of Class B Share Certificate (incorporated by reference
to Exhibit 4.6 to Post-Effective Amendment No. 6 to Form S-
2 Registration Statement of the Registrant filed on December
15, 1994, File No. 33-38152).
Exhibit 4.10.1 Articles FIFTH and SIXTH of the Registrant's Articles of
Incorporation (See Exhibit 3.1) (incorporated by reference
to Exhibit 4.10.1 to the Registrant's Annual Report on Form
10-K for the fiscal year ended August 30, 1997 filed on
November 28, 1997, File No. 0-10815).
Exhibit 4.10.2 Article I, Section 5, and Article VII of the Registrant's
Bylaws (See Exhibit 3.2) (incorporated by reference to
Exhibit 4.10.2 to the Registrant's Annual Report on Form 10-
K for the fiscal year ended August 30, 1997 filed on
November 28, 1997, File No. 0-10815).
Exhibit 4.11 Indenture between the Registrant and First Interstate Bank
of California, as Trustee, relating to $3,000,000
Subordinated Patronage Dividend Certificates Due December
15, 2001 (incorporated by reference to Exhibit 4.3 to Form
S-2 Registration Statement of the Registrant filed on
October 12, 1994, File No. 33-56005).
</TABLE>

S-2
<PAGE>

<TABLE>
<C> <C> <S>
Exhibit 4.12 Indenture between the Registrant and First Interstate Bank of
California, as Trustee, relating to $5,000,000 Subordinated
Patronage Dividend Certificates due December 15, 2001
(incorporated by reference to Exhibit 4.3 to Form S-2
Registration Statement of the Registrant filed on October 13,
1995, File No. 33-63383).
Exhibit 4.13 Indenture between the Registrant and First Interstate Bank of
California, as Trustee, relating to $3,000,000 Subordinated
Patronage Dividend Certificates due December 15, 2002
(incorporated by reference to Exhibit 4.3 to Form S-2
Registration Statement of the Registrant filed on October 13,
1995, File No. 33-63383).
Exhibit 4.14 Loan Purchase and Service Agreement dated as of August 29,
1996 between Grocers Capital Company and National Consumer
Cooperative Bank (incorporated by reference to Exhibit 4.18
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended August 31, 1996 filed on November 5, 1996, File
No. 0-10815).
Exhibit 4.15 $10,000,000 Credit Agreement and Security Agreement each
dated as of September 20, 1996 between Grocers Capital
Company and National Cooperative Bank as agent (incorporated
by reference to Exhibit 4.19 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended August 31,
1996 filed on November 5, 1996, File No. 0-10815).
Exhibit 4.16+ Note Purchase Agreement dated as of March 15, 1998 among
Certified Grocers of California, Ltd. and the Purchasers
named therein relating to $80,000,000 7.22% Senior Notes due
2008.
Exhibit 4.17+ $100,000,000 Revolving Credit Agreement dated as of April 10,
1998 among Certified Grocers of California, Ltd., the Lenders
named therein and Cooperatieve Centrale Raiffeisen-
Boerenleenbank B.A., "Rabobank Nederland", New York Branch,
as agent.
Exhibit 5.1+ Opinion of Sheppard, Mullin, Richter & Hampton, LLP.
Exhibit 10.1 Comprehensive Amendment to Retirement Plan for Employees of
Certified Grocers of California, Ltd. dated as of July 27,
1995 (incorporated by reference to Exhibit 10.1 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended August 30, 1997 filed on November 28, 1997, File No. 0-
10815).
Exhibit 10.3 Comprehensive Amendment to Certified Grocers of California,
Ltd. Employees' Sheltered Savings Plan dated as of July 27,
1995 (incorporated by reference to Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended August 30, 1997 filed on November 28, 1997, File No. 0-
10815).
Exhibit 10.4 Certified Grocers of California, Ltd., Executive Salary
Protection Plan II ("ESPP II"), Master Plan Document,
effective January 4, 1995 (incorporated by reference to
Exhibit 10.4 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 2, 1995 filed on December
1, 1995, File No. 0-10815).
Exhibit 10.5 Master Trust Agreement For Certified Grocers of California,
Ltd. Executive Salary Protection Plan II, dated as of April
28, 1995 (incorporated by reference to Exhibit 10.5 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 2, 1995 filed on December 1, 1995, File No.
0-10815).
Exhibit 10.6 Certified Grocers of California, Ltd. Executive Insurance
Plan Split Dollar Agreement and Schedule of Executive
Officers party thereto (incorporated by reference to
Exhibit 10.6 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 2, 1995 filed on December
1, 1995, File No. 0-10815).
Exhibit 10.7 Comprehensive Amendment to Certified Grocers of California,
Ltd. Employees' Excess Benefit Plan dated as of December 5,
1995 (incorporated by reference to Exhibit 10.7 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended August 30, 1997 filed on November 28, 1997, File No. 0-
10815).
</TABLE>

S-3
<PAGE>

<TABLE>
<C> <C> <S>
Exhibit 10.8 Comprehensive Amendment to Certified Grocers of California,
Ltd. Employees' Supplemental Deferred Compensation Plan
dated as of December 5, 1995 (incorporated by reference to
Exhibit 10.8 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended August 30, 1997 filed on November
28, 1997, File No. 0-10815).
Exhibit 10.9 Comprehensive Amendment to Certified Grocers of California,
Ltd. Employee Savings Plan dated as of August 18, 1995
(incorporated by reference to Exhibit 10.9 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended August 30, 1997 filed on November 28, 1997, File No.
0-10815).
Exhibit 10.10 Joint Venture Agreement of Golden Alliance Distribution,
dated as of April 8, 1992, between Food 4 Less GM, Inc. and
Grocers General Merchandise Company (incorporated by
reference to Exhibit 10.7 to Form S-2 Registration
Statement of the Registrant filed on September 2, 1993,
File No. 33-68288.
Exhibit 10.10.1 Agreement Regarding Termination and Dissolution of Joint
Venture Agreement of Golden Alliance Distribution, dated as
of August 15, 1997, between Food 4 Less GM, Inc. and
Grocers General Merchandise Company (incorporated by
reference to Exhibit 10.10.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended August 30,
1997 filed on November 28, 1997, File No. 0-10815).
Exhibit 10.11 Lease, dated as of December 23, 1986, between Cercor
Associates and Grocers Speciality Company (incorporated by
reference to Exhibit 10.8 to Form S-2 Registration
Statement of the Registrant filed on September 2, 1993,
File No. 33-68288).
Exhibit 10.12 Expansion Agreement, dated as of May 1, 1991, and
Industrial Lease, dated as of May 1, 1991, between Dermody
Properties and the Registrant (incorporated by reference to
Exhibit 10.9 to Form S-2 Registration Statement of the
Registrant filed on September 2, 1993, File No. 33-68288).
Exhibit 10.12.1 Lease Amendment, dated June 20, 1991, between Dermody
Properties and the Registrant (incorporated by reference to
Exhibit 10.9.1 to Form S-2 Registration Statement of the
Registrant filed on September 2, 1993, File No. 33-68288).
Exhibit 10.12.2 Lease Amendment, dated October 18, 1991, between Dermody
Properties and the Registrant (incorporated by reference to
Exhibit 10.9.2 to Form S-2 Registration Statement of the
Registrant filed on September 2, 1993, File No. 33-68288).
Exhibit 10.13 Preferred Stock Purchase Agreement by and between Food-4-
Less of Modesto, Inc. and Grocers Capital Company, dated as
of July 1, 1992 (incorporated by reference to Exhibit 10.10
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended August 28, 1993 filed on November 26,
1993, File No. 0-10815).
Exhibit 10.14 Preferred Stock Purchase Agreement by and between SavMax
Foods, Inc. and Grocers Capital Company, dated as of
December 17, 1993 (incorporated by reference to
Exhibit 10.11 to Post-Effective Amendment No. 6 to Form S-2
Registration Statement of the Registrant filed on December
15, 1994, File No. 33-38152).
Exhibit 10.14.1 Forbearance and Debt Restructure Agreement, dated May 15,
1997, between SavMax Foods, Inc., Michael A. Webb, Grocers
Capital Company, and the Registrant (incorporated by
reference to Exhibit 10.14.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended August 30,
1997 filed on November 28, 1997, File No. 0-10815).
Exhibit 10.15 Common Stock Purchase Agreement by and between Michael A.
Webb and Grocers Capital Company, dated as of December 17,
1993 (incorporated by reference to Exhibit 10.12 to Post-
Effective Amendment No. 6 to Form S-2 Registration
Statement of the Registrant filed on December 15, 1994,
File No. 33-38152).
</TABLE>

S-4
<PAGE>

<TABLE>
<C> <C> <S>
Exhibit 10.16 Agreement Regarding Common Stock by and between Michael A.
Webb, SavMax Foods, Inc. and Grocers Capital Company, dated
as of December 17, 1993 (incorporated by reference to Exhibit
10.13 to Post-Effective Amendment No. 6 to Form S-2
Registration Statement of the Registrant filed on December
15, 1994, File No. 33-38152).
Exhibit 10.17 Commercial Lease-Net dated December 6, 1994 between TriNet
Essential Facilities XII and the Registrant (incorporated by
reference to Exhibit 10.17 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 2, 1995
filed on December 1, 1995, File No. 0-10815).
Exhibit 10.18 Purchase Agreement dated November 21, 1994 between the
Registrant and TriNet Corporate Realty Trust, Inc.
(incorporated by reference to Exhibit 10.18 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 2, 1995 filed on December 1, 1995, File No.
0-10815).
Exhibit 10.19 Form of Employment Agreement between the Company and Alfred
A. Plamann (incorporated by reference to Exhibit 10.19 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended August 31, 1996 filed on November 5, 1996, File No.
0-10815).
Exhibit 10.20 Severance Agreement between the Company and Daniel T. Bane
(incorporated by reference to Exhibit 10.20 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended August 30, 1997 filed on November 28, 1997, File No. 0-
10815).
Exhibit 10.21 Severance Agreement between the Company and Charles J.
Pilliter (incorporated by reference to Exhibit 10.21 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended August 30, 1997 filed on November 28, 1997, File No. 0-
10815).
Exhibit 10.22 Form of Indemnification Agreement between the Company and
each Director and Officer (incorporated by reference to
Exhibit A to the Registrant's Proxy Statement dated February
24, 1997 filed on February 24, 1997, File No. 0-10815).
Exhibit 10.23 Annual Incentive Plan for Chief Executive Officer
(incorporated by reference to Exhibit 10.23 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended August 30, 1997 filed on November 28, 1997, File No. 0-
10815).
Exhibit 10.24 Annual Incentive Plan for Senior Management (incorporated by
reference to Exhibit 10.24 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended August 30, 1997 filed
on November 28, 1997, File No. 0-10815).
Exhibit 10.25 Agreement to Sell and Purchase Real Property and Escrow
Instructions, dated September 12, 1997 between the Registrant
and Smart & Final Stores Corporation (incorporated by
reference to Exhibit 10.25 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended August 30, 1997 filed
on November 28, 1997, File No. 0-10815).
Exhibit 12.1+ Computation of Ratio of Earnings to Fixed Charges.
Exhibit 21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended August 30, 1997 filed on November 28,
1997, File No. 0-10815).
Exhibit 23.1+ Consent of Sheppard, Mullin, Richter & Hampton LLP (contained
in Exhibit 5.1).
Exhibit 23.2+ Consent of Deloitte & Touche LLP.
Exhibit 23.3+ Consent of Coopers & Lybrand L.L.P.
Exhibit 24 Power of Attorney (included on page S-7)
</TABLE>
- --------

+ Previously filed.

S-5
<PAGE>

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (a) to include any
prospectus required by section 10(a)(3) of the Securities Act of 1933, (b)
to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement, (c) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

S-6
<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual and corporation
whose signature appears below constitutes and appoints Alfred A. Plamann,
Richard J. Martin and Randall G. Scoville, and each of them singly, as his,
her or its true and lawful attorneys-in-fact and agents with full power of
substitution, for him, her or it and in his, her or its name, place and stead,
in the capacities listed below, to sign any and all amendments (including any
and all pre-effective and post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and all documents
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them singly, 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, she or it might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them singly,
or his or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Commerce, State of California, on June 30, 1998.

CERTIFIED GROCERS OF CALIFORNIA,
LTD.

/s/ Alfred A. Plamann
By __________________________________
Alfred A. Plamann

President and Chief Executive
Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----

<C> <S> <C>
/s/ Alfred A. Plamann President and Chief June 30, 1998
______________________________________ Executive Officer
Alfred A. Plamann

/s/ Richard J. Martin Senior Vice President - June 30, 1998
______________________________________ Finance & Administration
Richard J. Martin and Chief Financial
Officer

/s/ Randall G. Scoville Vice President - June 30, 1998
______________________________________ Accounting and Chief
Randall G. Scoville Accounting Officer

/s/ Louis A. Amen Director June 30, 1998
______________________________________
Louis A. Amen
(Chairman of the Board)

/s/ John Berberian Director June 30, 1998
______________________________________
John Berberian

/s/ Edmund Kevin Davis Director June 30, 1998
______________________________________
Edmund Kevin Davis

</TABLE>

S-7
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Harley J. DeLano Director June 30, 1998
______________________________________
Harley J. DeLano

Director June , 1998
______________________________________
John T. Fujieki

/s/ Darioush Khaledi Director June 30, 1998
______________________________________
Darioush Khaledi

/s/ Mark Kidd Director June 30, 1998
______________________________________
Mark Kidd

/s/ Willard R. "Bill" MacAloney Director June 30, 1998
______________________________________
Willard R. "Bill" MacAloney

Director June , 1998
______________________________________
Jay McCormack

/s/ Morrie Notrica Director June 30, 1998
______________________________________
Morrie Notrica

/s/ Michael A. Provenzano Director June 30, 1998
______________________________________
Michael A. Provenzano

/s/ Gail Gerard Rice Director June 30, 1998
______________________________________
Gail Gerard Rice

/s/ Mimi R. Song Director June 30, 1998
______________________________________
Mimi R. Song

Director June , 1998
______________________________________
James R. Stump

/s/ Kenneth Young Director June 30, 1998
______________________________________
Kenneth Young

</TABLE>

S-8
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<C> <C> <S>
Exhibit 4.1 Retail Grocer Application and Agreement for Continuing Service
Affiliation With Certified Grocers of California, LTD. And
Pledge Agreement (incorporated by reference to Exhibit 4.7 to
Amendment No. 2 to Form S-1 Registration Statement of the
Registrant filed on December 31, 1981, File No. 2-70069).
Exhibit 4.2 Retail Grocer Application And Agreement For Service Affiliation
With And The Purchase Of Shares Of Certified Grocers of
California, LTD. And Pledge Agreement (incorporated by
reference to Exhibit 4.2 to Post Effective Amendment No. 7 to
Form S-2 Registration Statement of the Registrant filed on
December 13, 1989, File No. 33-19284).
Exhibit 4.3 Agreement respecting directors shares (incorporated by
reference to Exhibit 4.9 to Amendment No. 2 to Form S-1
Registration Statement of the Registrant filed on December 31,
1981, File No. 2-70069).
Exhibit 4.4 Subordination Agreement (Existing Member-Patron) (incorporated
by reference to Exhibit 4.4 to Post-Effective Amendment No. 4
to Form S-2 Registration Statement of the Registrant filed on
July 15, 1988, File No. 33-19284).
Exhibit 4.5 Subordination Agreement (Existing Associate Patron)
(incorporated by reference to Exhibit 4.5 to Post-Effective
Amendment No. 4 to Form S-2 Registration Statement of the
Registrant filed on July 15, 1988, File No. 33-19284).
Exhibit 4.6 Subordination Agreement (New Member-Patron) (incorporated by
reference to Exhibit 4.6 to Post-Effective Amendment No. 4 to
Form S-2 Registration Statement of the Registrant filed on July
15, 1988, File No. 33-19284).
Exhibit 4.7 Subordination Agreement (New Associate Patron) (incorporated by
reference to Exhibit 4.7 to Post-Effective Amendment No. 4 to
Form S-2 Registration Statement of the Registrant filed on July
15, 1988, File No. 33-19284).
Exhibit 4.8 Form of Class A Share Certificate (incorporated by reference to
Exhibit 4.5 to Post-Effective Amendment No. 6 to Form S-2
Registration Statement of the Registrant filed on December 15,
1994, File No. 33-38152).
Exhibit 4.9 Form of Class B Share Certificate (incorporated by reference to
Exhibit 4.6 to Post-Effective Amendment No. 6 to Form S-2
Registration Statement of the Registrant filed on December 15,
1994, File No. 33-38152).
Exhibit 4.10.1 Articles FIFTH and SIXTH of the Registrant's Articles of
Incorporation (See Exhibit 3.1) (incorporated by reference to
Exhibit 4.10.1 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended August 30, 1997 filed on November 28,
1997, File No. 0-10815).
Exhibit 4.10.2 Article I, Section 5, and Article VII of the Registrant's
Bylaws (See Exhibit 3.2) (incorporated by reference to Exhibit
4.10.2 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended August 30, 1997 filed on November 28, 1997,
File No. 0-10815).
Exhibit 4.11 Indenture between the Registrant and First Interstate Bank of
California, as Trustee, relating to $3,000,000 Subordinated
Patronage Dividend Certificates Due December 15, 2001
(incorporated by reference to Exhibit 4.3 to Form S-2
Registration Statement of the Registrant filed on October 12,
1994, File No. 33-56005).
Exhibit 4.12 Indenture between the Registrant and First Interstate Bank of
California, as Trustee, relating to $5,000,000 Subordinated
Patronage Dividend Certificates due December 15, 2001
(incorporated by reference to Exhibit 4.3 to Form S-2
Registration Statement of the Registrant filed on October 13,
1995, File No. 33-63383).
</TABLE>

<PAGE>

<TABLE>
<C> <C> <S>
Exhibit 4.13 Indenture between the Registrant and First Interstate Bank of
California, as Trustee, relating to $3,000,000 Subordinated
Patronage Dividend Certificates due December 15, 2002
(incorporated by reference to Exhibit 4.3 to Form S-2
Registration Statement of the Registrant filed on October 13,
1995, File No. 33-63383).
Exhibit 4.14 Loan Purchase and Service Agreement dated as of August 29, 1996
between Grocers Capital Company and National Consumer
Cooperative Bank (incorporated by reference to Exhibit 4.18 to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended August 31, 1996 filed on November 5, 1996, File No. 0-
10815).
Exhibit 4.15 $10,000,000 Credit Agreement and Security Agreement each dated
as of September 20, 1996 between Grocers Capital Company and
National Cooperative Bank as agent (incorporated by reference to
Exhibit 4.19 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended August 31, 1996 filed on November 5, 1996,
File No. 0-10815).
Exhibit 4.16+ Note Purchase Agreement dated as of March 15, 1998 among
Certified Grocers of California, Ltd. and the Purchasers named
therein relating to $80,000,000 7.22% Senior Notes due 2008.
Exhibit 4.17+ $100,000,000 Revolving Credit Agreement dated as of April 10,
1998 among Certified Grocers of California, Ltd., the Lenders
named therein and Cooperatieve Centrale Raiffeisen-
Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as
agent.
Exhibit 5.1+ Opinion of Sheppard, Mullin, Richter & Hampton, LLP.
Exhibit 10.1 Comprehensive Amendment to Retirement Plan for Employees of
Certified Grocers of California, Ltd. dated as of July 27, 1995
(incorporated by reference to Exhibit 10.1 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended August 30,
1997 filed on November 28, 1997, File No. 0-10815).
Exhibit 10.3 Comprehensive Amendment to Certified Grocers of California, Ltd.
Employees' Sheltered Savings Plan dated as of July 27, 1995
(incorporated by reference to Exhibit 10.3 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended August 30,
1997 filed on November 28, 1997, File No. 0-10815).
Exhibit 10.4 Certified Grocers of California, Ltd., Executive Salary
Protection Plan II ("ESPP II"), Master Plan Document, effective
January 4, 1995 (incorporated by reference to Exhibit 10.4 to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended September 2, 1995 filed on December 1, 1995, File No. 0-
10815).
Exhibit 10.5 Master Trust Agreement For Certified Grocers of California, Ltd.
Executive Salary Protection Plan II, dated as of April 28, 1995
(incorporated by reference to Exhibit 10.5 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended September
2, 1995 filed on December 1, 1995, File No. 0-10815).
Exhibit 10.6 Certified Grocers of California, Ltd. Executive Insurance Plan
Split Dollar Agreement and Schedule of Executive Officers party
thereto (incorporated by reference to Exhibit 10.6 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended September 2, 1995 filed on December 1, 1995, File No. 0-
10815).
Exhibit 10.7 Comprehensive Amendment to Certified Grocers of California, Ltd.
Employees' Excess Benefit Plan dated as of December 5, 1995
(incorporated by reference to Exhibit 10.7 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended August 30,
1997 filed on November 28, 1997, File No. 0-10815).
Exhibit 10.8 Comprehensive Amendment to Certified Grocers of California, Ltd.
Employees' Supplemental Deferred Compensation Plan dated as of
December 5, 1995 (incorporated by reference to Exhibit 10.8 to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended August 30, 1997 filed on November 28, 1997, File No. 0-
10815).
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Exhibit 10.9 Comprehensive Amendment to Certified Grocers of California,
Ltd. Employee Savings Plan dated as of August 18, 1995
(incorporated by reference to Exhibit 10.9 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended August
30, 1997 filed on November 28, 1997, File No. 0-10815).
Exhibit 10.10 Joint Venture Agreement of Golden Alliance Distribution, dated
as of April 8, 1992, between Food 4 Less GM, Inc. and Grocers
General Merchandise Company (incorporated by reference to
Exhibit 10.7 to Form S-2 Registration Statement of the
Registrant filed on September 2, 1993, File No. 33-68288.
Exhibit 10.10.1 Agreement Regarding Termination and Dissolution of Joint
Venture Agreement of Golden Alliance Distribution, dated as of
August 15, 1997, between Food 4 Less GM, Inc. and Grocers
General Merchandise Company (incorporated by reference to
Exhibit 10.10.1 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended August 30, 1997 filed on November
28, 1997, File No. 0-10815).
Exhibit 10.11 Lease, dated as of December 23, 1986, between Cercor
Associates and Grocers Speciality Company (incorporated by
reference to Exhibit 10.8 to Form S-2 Registration Statement
of the Registrant filed on September 2, 1993,
File No. 33-68288).
Exhibit 10.12 Expansion Agreement, dated as of May 1, 1991, and Industrial
Lease, dated as of May 1, 1991, between Dermody Properties and
the Registrant (incorporated by reference to Exhibit 10.9 to
Form S-2 Registration Statement of the Registrant filed on
September 2, 1993, File No. 33-68288).
Exhibit 10.12.1 Lease Amendment, dated June 20, 1991, between Dermody
Properties and the Registrant (incorporated by reference to
Exhibit 10.9.1 to Form S-2 Registration Statement of the
Registrant filed on September 2, 1993, File No. 33-68288).
Exhibit 10.12.2 Lease Amendment, dated October 18, 1991, between Dermody
Properties and the Registrant (incorporated by reference to
Exhibit 10.9.2 to Form S-2 Registration Statement of the
Registrant filed on September 2, 1993, File No. 33-68288).
Exhibit 10.13 Preferred Stock Purchase Agreement by and between Food-4-Less
of Modesto, Inc. and Grocers Capital Company, dated as of July
1, 1992 (incorporated by reference to Exhibit 10.10 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended August 28, 1993 filed on November 26, 1993, File No. 0-
10815).
Exhibit 10.14 Preferred Stock Purchase Agreement by and between SavMax
Foods, Inc. and Grocers Capital Company, dated as of December
17, 1993 (incorporated by reference to Exhibit 10.11 to Post-
Effective Amendment No. 6 to Form S-2 Registration Statement
of the Registrant filed on December 15, 1994, File No. 33-
38152).
Exhibit 10.14.1 Forbearance and Debt Restructure Agreement, dated May 15,
1997, between SavMax Foods, Inc., Michael A. Webb, Grocers
Capital Company, and the Registrant (incorporated by reference
to Exhibit 10.14.1 to the Registrant's Annual Report on Form
10-K for the fiscal year ended August 30, 1997 filed on
November 28, 1997, File No. 0-10815).
Exhibit 10.15 Common Stock Purchase Agreement by and between Michael A. Webb
and Grocers Capital Company, dated as of December 17, 1993
(incorporated by reference to Exhibit 10.12 to Post-Effective
Amendment No. 6 to Form S-2 Registration Statement of the
Registrant filed on December 15, 1994, File No. 33-38152).
Exhibit 10.16 Agreement Regarding Common Stock by and between Michael A.
Webb, SavMax Foods, Inc. and Grocers Capital Company, dated as
of December 17, 1993 (incorporated by reference to Exhibit
10.13 to Post-Effective Amendment No. 6 to Form S-2
Registration Statement of the Registrant filed on December 15,
1994, File No. 33-38152).
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Exhibit 10.17 Commercial Lease-Net dated December 6, 1994 between TriNet
Essential Facilities XII and the Registrant (incorporated by
reference to Exhibit 10.17 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 2, 1995 filed on
December 1, 1995, File No. 0-10815).
Exhibit 10.18 Purchase Agreement dated November 21, 1994 between the
Registrant and TriNet Corporate Realty Trust, Inc. (incorporated
by reference to Exhibit 10.18 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 2, 1995 filed
on December 1, 1995, File No. 0-10815).
Exhibit 10.19 Form of Employment Agreement between the Company and Alfred A.
Plamann (incorporated by reference to Exhibit 10.19 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended August 31, 1996 filed on November 5, 1996,
File No. 0-10815).
Exhibit 10.20 Severance Agreement between the Company and Daniel T. Bane
(incorporated by reference to Exhibit 10.20 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended August 30,
1997 filed on November 28, 1997, File No. 0-10815).
Exhibit 10.21 Severance Agreement between the Company and Charles J. Pilliter
(incorporated by reference to Exhibit 10.21 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended August 30,
1997 filed on November 28, 1997, File No. 0-10815).
Exhibit 10.22 Form of Indemnification Agreement between the Company and each
Director and Officer (incorporated by reference to Exhibit A to
the Registrant's Proxy Statement dated February 24, 1997 filed
on February 24, 1997, File No. 0-10815).
Exhibit 10.23 Annual Incentive Plan for Chief Executive Officer (incorporated
by reference to Exhibit 10.23 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended August 30, 1997 filed on
November 28, 1997, File No. 0-10815).
Exhibit 10.24 Annual Incentive Plan for Senior Management (incorporated by
reference to Exhibit 10.24 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended August 30, 1997 filed on
November 28, 1997, File No. 0-10815).
Exhibit 10.25 Agreement to Sell and Purchase Real Property and Escrow
Instructions, dated September 12, 1997 between the Registrant
and Smart & Final Stores Corporation (incorporated by reference
to Exhibit 10.25 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended August 30, 1997 filed on November 28,
1997, File No. 0-10815).
Exhibit 12.1+ Computation of Ratio of Earnings to Fixed Charges.
Exhibit 21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended August 30, 1997 filed on November 28,
1997, File No. 0-10815).
Exhibit 23.1+ Consent of Sheppard, Mullin, Richter & Hampton LLP (contained in
Exhibit 5.1).
Exhibit 23.2+ Consent of Deloitte & Touche LLP.
Exhibit 23.3+ Consent of Coopers & Lybrand L.L.P.
Exhibit 24 Power of Attorney (included on page S-7)
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+ Previously filed.