<PAGE>
 
                                  FORM 10-Q
                                        
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period (12 weeks) ended November 29, 1997.

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

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 executive offices)      (Zip Code)


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

Former name, former address and former fiscal year, if changed since last
report:
                                      N/A
-------------------------------------------------------------------------------

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

The number of shares outstanding of each of the issuer's classes of Common Stock
as of December 8, 1997 is as follows:

         Title of Each Class        Shares Outstanding
         -------------------        ------------------

           Common Shares                60,106,000
<PAGE>
 
                        PART I - FINANCIAL INFORMATION
------------------------------------------------------------------------------


------------------------------------------------------------------------------
Item 1:  Financial Statements
------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF EARNINGS

------------------------------------------------------------------------------
SUPERVALU INC. and Subsidiaries
------------------------------------------------------------------------------
(In thousands, except per share data)

<TABLE>
<CAPTION>

                                                                Third Quarter (12 Weeks) Ended
                                              ----------------------------------------------------------------
                                              November 29, 1997    % of sales   November 30, 1996   % of sales
--------------------------------------------------------------------------------------------------------------
<S>                                                 <C>              <C>            <C>              <C>
Net sales                                           $ 4,004,565       100.00%        $ 3,904,841      100.00%

Costs and expenses:
  Cost of sales                                       3,600,773        89.92           3,519,631       90.14
  Selling and administrative expenses                   306,827         7.66             291,940        7.48
  Amortization of goodwill                                4,568         0.11               4,488        0.11
  Interest
    Interest expense                                     29,859         0.75              32,523        0.83
    Interest income                                       4,778         0.12               3,233        0.08
                                              ---------------------------------------------------------------
      Interest expense, net                              25,081         0.63              29,290        0.75
                                              ---------------------------------------------------------------

       Total costs and expenses                       3,937,249        98.32           3,845,349       98.48
                                              ---------------------------------------------------------------
Earnings before equity in earnings
  of ShopKo and income taxes                             67,316         1.68              59,492        1.52

Equity in earnings of ShopKo                                 -            -                5,023        0.13
                                              ---------------------------------------------------------------
Earnings before income taxes                             67,316         1.68              64,515        1.65

Provision for income taxes
 Current                                                 25,939                           22,624
 Deferred                                                 1,128                            1,674
                                              ---------------------------------------------------------------
    Income tax expense                                   27,067         0.67              24,298        0.62
                                              ---------------------------------------------------------------
Net earnings                                        $    40,249         1.01%        $    40,217        1.03%
                                              ===============================================================

Net earnings per common share                          $   .67                          $    .60

Weighted average number of common
   shares outstanding                                   60,211                            67,110

Dividends declared per common share                    $  .260                          $   .250

Supplemental information:
  After-tax LIFO (expense)                             $  (512)                         $ (3,300)


All data subject to year-end audit.         See notes to consolidated financial statements.
</TABLE> 

                                       2
<PAGE>
 
CONSOLIDATED STATEMENTS OF EARNINGS

------------------------------------------------------------------------------
SUPERVALU INC. and Subsidiaries
------------------------------------------------------------------------------
(In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                Year-to-date (40 Weeks) Ended
                                              ----------------------------------------------------------------

                                              November 29, 1997    % of sales   November 30, 1996   % of sales
--------------------------------------------------------------------------------------------------------------
<S>                                                 <C>              <C>            <C>              <C>
Net sales                                          $ 12,903,880       100.00%         $  12,662,347   100.00%

Costs and expenses:
  Cost of sales                                      11,605,673        89.94             11,417,484    90.17
  Selling and administrative expenses                   990,778         7.67                948,000     7.48
  Amortization of goodwill                               15,162         0.12                 14,272     0.11
  Interest
    Interest expense                                    101,026         0.78                105,057     0.83
    Interest income                                      13,808         0.10                 11,861     0.09
                                              ----------------------------------------------------------------
      Interest expense, net                              87,218         0.68                 93,196     0.74
                                              ----------------------------------------------------------------
       Total costs and expenses                      12,698,831        98.41             12,472,952    98.50
                                              ----------------------------------------------------------------
Earnings before equity in earnings and
  gain on sale of ShopKo and income taxes               205,049         1.59                189,395     1.50

Equity in earnings and gain on sale of ShopKo            93,364         0.72                  9,469     0.07
                                              ----------------------------------------------------------------
Earnings before income taxes                            298,413         2.31                198,864     1.57

Provision for income taxes
 Current                                                113,326                              68,401
 Deferred                                                 5,957                               8,400
                                              ----------------------------------------------------------------
    Income tax expense                                  119,283         0.92                 76,801     0.61
                                              ----------------------------------------------------------------
Net earnings                                       $    179,130         1.39%        $      122,063     0.96%
                                              ================================================================

Net earnings per common share                         $    2.82                           $    1.81

Weighted average number of common
   shares outstanding                                    63,472                              67,366

Dividends declared per common share                   $    .770                           $    .745

Supplemental information:
  After-tax LIFO (expense)                            $  (2,057)                          $  (1,630)


All data subject to year-end audit.         See notes to consolidated financial statements.
</TABLE> 

                                       3
<PAGE>
 
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
SUPERVALU INC. and Subsidiaries                              Third Quarter   Fiscal Year End
-----------------------------------------------------------------------------------------------
(In thousands)                                                 November 29,      February 22,
ASSETS                                                                1997              1997
-----------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>
Current Assets                                                                
  Cash and cash equivalents                                   $     39,626      $     6,539
  Receivables, less allowance for losses of $14,589 at                        
    November 29, 1997 and $17,806 at February 22, 1997             443,551          403,835
  Inventories                                                    1,287,484        1,091,805
  Other current assets                                              84,126           98,620
                                                            ----------------------------------
          Total current assets                                   1,854,787        1,600,799
                                                                              
Long-term notes receivable                                          77,198           45,588
                                                                              
Long-term investment in direct financing leases                     90,691           84,350
                                                                              
Property, plant and equipment                                                 
  Land                                                             137,202          140,427
  Buildings                                                        923,364          957,815
  Property under construction                                       48,085           28,030
  Leasehold improvements                                           152,498          150,040
  Equipment                                                      1,130,641        1,113,486
  Assets under capital leases                                      306,469          298,757
                                                            ----------------------------------
                                                                 2,698,259        2,688,555
  Less accumulated depreciation and amortization                              
      Owned property, plant and equipment                        1,041,174          983,229
      Assets under capital leases                                   62,677           56,802
                                                            ----------------------------------
                                                                              
          Net property, plant and equipment                      1,594,408        1,648,524
                                                                              
Investment in ShopKo                                                    -           209,789
                                                                              
Goodwill                                                          497,389           491,427
                                                                              
Other assets                                                      222,444           202,849
                                                            ----------------------------------
                                                                              
Total assets                                                  $ 4,336,917       $ 4,283,326
                                                             =================================

Liabilities and Stockholders' Equity
----------------------------------------------------------------------------------------------
Current Liabilities                                                         
  Notes payable                                               $   194,099       $   134,272
  Accounts payable                                              1,118,128           923,958
  Accrued vacation, compensation and benefits                      92,837            89,458
  Current maturities of long-term debt                            157,716            72,905
  Current obligations under capital leases                         22,897            21,544
  Other current liabilities                                       107,865           126,941
                                                            ----------------------------------
                                                                            
          Total current liabilities                             1,693,542         1,369,078
                                                                            
Long-term debt                                                    927,720         1,087,162
                                                                            
Long-term obligations under capital leases                        342,457           333,429
                                                                            
Deferred income taxes                                              44,011            38,054
                                                                            
Other liabilities                                                 131,389           148,180
                                                                            
Stockholders' equity                                                        
  Preferred stock                                                   5,908             5,908
  Common stock                                                     75,335            75,335
  Capital in excess of par value                                   20,823            13,296
  Retained earnings                                             1,575,515         1,444,755
  Treasury stock, at cost                                        (479,783)         (231,871)
                                                            ----------------------------------
         Total stockholders' equity                             1,197,798         1,307,423
                                                            ----------------------------------
Total liabilities and stockholders' equity                    $ 4,336,917       $ 4,283,326
                                                            ==================================
Quarterly data subject to year-end audit.         See notes to consolidated financial statements.
</TABLE> 
                                       4
<PAGE>
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE> 
<CAPTION> 
---------------------------------------------------------------------------------------------------------------------------------
SUPERVALU INC. and Subsidiaries
---------------------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
                                                                  Capital in
                                   Preferred          Common       Excess of         Treasury           Retained
                                       Stock           Stock       Par Value            Stock           Earnings         Total
---------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>             <C>             <C>             <C>              <C>                <C>      
Balances at February 24, 1996    $   5,908       $  75,335       $  12,737       $  (214,746)     $  1,336,942       $ 1,216,176

Net earnings                            -               -               -                 -            175,044           175,044

Sales of common stock
  under option plans                    -               -              378             3,786                -              4,164

Cash dividends declared
  on common stock -
  $.995 per share                       -               -               -                 -            (67,231)          (67,231)

Compensation under employee
  incentive plans                       -               -              181               650                -                831

Purchase of shares for treasury         -               -               -            (21,561)               -            (21,561)

---------------------------------------------------------------------------------------------------------------------------------
Balances at February 22, 1997        5,908          75,335          13,296          (231,871)        1,444,755         1,307,423

Net earnings                            -               -               -                 -            179,130           179,130

Sales of common stock
  under option plans                    -               -              623            35,421                -             36,044

Cash dividends declared
  on common stock -
  $.77 per share                        -               -               -                 -             (48,370)         (48,370)

Compensation under employee
  incentive plans                       -               -            6,904             5,486                -             12,390

Purchase of shares for treasury         -               -               -           (288,819)               -           (288,819)
---------------------------------------------------------------------------------------------------------------------------------
Balances at November 29, 1997    $   5,908       $  75,335       $  20,823       $  (479,783)     $  1,575,515       $ 1,197,798
=================================================================================================================================
Interim data subject to year-end audit.         See notes to consolidated financial statements.
</TABLE> 

                                       5
<PAGE>
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
SUPERVALU INC. and Subsidiaries
-------------------------------------------------------------------------------
(In thousands)
-------------------------------------------------------------------------------

<TABLE> 
<CAPTION> 
                                                                                 Year-to-date
                                                                               (40 weeks ended)
--------------------------------------------------------------------------------------------------------
                                                                       November 29,         November 30,
                                                                              1997                1996
--------------------------------------------------------------------------------------------------------
<S>                                                                <C>                 <C>
Cash flows from operating activities
  Net earnings                                                        $ 179,130            $ 122,063
  Adjustments to reconcile net earnings to net cash
    provided by operating activities:
      Equity in earnings and gain on sale of ShopKo                     (93,364)              (9,469)
      Dividends received from ShopKo                                          -                4,862
      Depreciation and amortization                                     174,844              176,906
      Provision for losses on receivables                                 4,439                6,138
      Deferred income taxes                                               5,957                8,400
      Other adjustments, net                                             (3,001)              (1,387)
  Changes in assets and liabilities:
      Receivables                                                       (49,862)             (64,383)
      Inventory                                                        (195,252)            (252,826)
      Accounts payable                                                  138,790               94,000
      Other assets and liabilities                                       17,890               57,507
--------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                               179,571              141,811
--------------------------------------------------------------------------------------------------------
Cash flows from investing activities
  Proceeds from sale of ShopKo stock                                    305,153                    -
  Additions to long-term notes receivable                               (58,650)             (41,209)
  Proceeds received on long-term notes receivable                        27,040               21,221
  Proceeds from sale of property, plant and equipment                    66,971               39,171
  Purchase of property, plant and equipment                            (163,344)            (177,237)
  Business acquisitions, net of cash acquired                           (23,523)              (4,996)
  Other investing activities                                            (31,424)             (31,777)
--------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities                     122,223             (194,827)
--------------------------------------------------------------------------------------------------------
Cash flows from financing activities
  Net increase in checks outstanding, net of deposits                    70,576                8,639
  Net issuance of short-term notes payable                               59,827              133,068
  Proceeds from issuance of long-term debt                                    -                3,193
  Repayment of long-term debt                                           (74,631)              (5,608)
  Reduction of obligations under capital leases                         (18,324)             (17,562)
  Proceeds from the sale of common stock under option plans              32,171                2,159
  Dividends paid                                                        (49,507)             (50,109)
  Payments for purchase of treasury stock                              (288,819)             (18,845)
--------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities                    (268,707)              54,935
--------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                33,087                1,919
Cash and cash equivalents at beginning of year                            6,539                5,215
--------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of third quarter                     $  39,626            $   7,134
========================================================================================================
All data subject to year-end audit.         See notes to consolidated financial statements.
</TABLE> 

                                       6
<PAGE>
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Accounting Policies
-------------------

The summary of significant accounting policies is included in the notes to
consolidated financial statements in the 1997 annual report of SUPERVALU INC.
("SUPERVALU" or the "company").

ShopKo Stores, Inc. Sale
------------------------

On July 2, 1997, the company exited its 46 percent investment in ShopKo through
two simultaneous and cross-conditional transactions:  selling 8,174,387 shares
back to ShopKo for an aggregate of $150 million and a secondary public offering
of 6,557,280 shares.  The transactions resulted in proceeds of $305 million and
a net gain of $53.7 million.  Proceeds were primarily used to repurchase shares
of SUPERVALU stock.

Treasury Stock Purchase Program
-------------------------------

On June 11, 1997, the Board of Directors approved an additional treasury stock
purchase program authorizing the company to repurchase up to 8.5 million shares
in anticipation of the sale of its ShopKo holdings.  In the second quarter, the
company repurchased 6.9 million shares in conjunction with the ShopKo stock
sale.  These shares were purchased at a cost of $236.5 million.  Six million of
these shares were purchased from a financial intermediary through an accelerated
stock purchase transaction at $34 per share, subject to a market price
adjustment provision.  In order to complete the transaction, the financial
intermediary has borrowed SUPERVALU common shares and is purchasing replacement
shares in the open market.  The ultimate price per share will be adjusted for
changes in the market price of SUPERVALU common stock prior to settlement and a
reimbursement for dividends paid on the borrowed shares.  The final purchase
price and settlement is expected in early January 1998 and will be in either
cash or shares of SUPERVALU common stock, at the company's option.  The
settlement cost, currently estimated at $30 million, will increase the cost of
treasury stock as of the date the final purchase price is determined.

Statement of Registrant
-----------------------

The data presented herein is unaudited but, in the opinion of management,
includes all adjustments necessary for a fair presentation of the consolidated
financial position of the company and its subsidiaries at November 29, 1997 and
November 30, 1996 and the results of the company's operations and cash flows for
the periods then ended.  These interim results are not necessarily indicative of
the results of the fiscal years as a whole.

A limited review of this data has been performed by the company's independent
certified public accountants, Deloitte & Touche LLP.  A copy of their report is
attached as an exhibit to this report.

                                       7
<PAGE>
 
Item 2:   Management's Discussion and Analysis of Financial Condition and 
          ---------------------------------------------------------------
          Results of Operations
          ---------------------

Results of Operations
---------------------

RESULTS FOR THE QUARTER:

The company recorded record sales of $4.0 billion and earnings per share of
$.67.  Last year sales were $3.9 billion and earnings per share were $.60.  The
following table sets forth net sales by segment:

<TABLE>
<CAPTION>
 
Net Sales by Segment
------------------------------------------------------------------------------------
(In thousands)                             Third Quarter (12 weeks)
------------------------------------------------------------------------------------
                             November 29, 1997                  November 30, 1996
                         Net Sales        % of Total         Net Sales    % of Total
------------------------------------------------------------------------------------
<S>                     <C>               <C>                <C>             <C> 
Food distribution        $3,561,766         88.9 %           $3,473,122       88.9 %
Retail food               1,101,428         27.5              1,084,109       27.8
Less:  Eliminations        (658,629)       (16.4)              (652,390)     (16.7)
------------------------------------------------------------------------------------
 Total net sales         $4,004,565        100.0 %           $3,904,841      100.0 %
====================================================================================
</TABLE>

NET SALES
Net sales were favorable compared to last year, positively impacted by a 2.6
percent increase in food distribution sales and a 1.6 percent increase in retail
food sales.

Food distribution sales increased over last year due to the addition of new
customers, partially offset by the loss of retail customers and competitive
market conditions.  Food price inflation, as measured by the company was .1
percent for the quarter.  Retail food sales increased over last year primarily
due to new store openings over the past twelve months and an increase in same-
store sales of 1.2 percent. The same-store sales improvement from second
quarter benefited primarily due to strengthening in the company's position as
the low-price value leader in the Chicago market and improved performance in
Cincinnati, which faced increased competition starting in the third quarter
last year. The favorable retail food sales were partially offset by the
closing or sale of eighteen stores over the past twelve months.

GROSS PROFIT
Gross profit as a percentage of net sales was 10.1 percent compared with 9.9
percent last year.  Food distribution gross profit margin was even with last
year.  A favorable change in food distribution LIFO expense of $4.1 million was
substantially offset by increased costs due to production line changes in the
manufacturing operations.  Retail food gross profit margin increased due to
ongoing merchandising activities.

                                       8
<PAGE>
 
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses were 7.8 percent of net sales compared with
7.6 percent last year.  Food distribution expenses continue to be negatively
impacted by increased technology related spending in support of new systems as
well as to make systems year 2000 ready.  Retail food expenses were higher than
last year primarily due to increased marketing efforts to drive sales and higher
labor expenses related to perishable department expansions.

OPERATING EARNINGS
The company's pre-tax operating earnings (earnings before interest, corporate
expenses, equity in earnings  of  ShopKo Stores, Inc. ("ShopKo") and taxes)
increased to $97.9 million compared with $93.5 million last year.  Food
distribution operating earnings decreased 2.5 percent to $76.6 million from 
$78.6 million. Retail food operating earnings increased 43.0 percent to $21.3 
million from $14.9 million. 

INTEREST EXPENSE AND INCOME
Interest expense decreased to $29.9 million compared with $32.5 million last
year, reflecting a reduction in debt levels.  Interest income increased to $4.8
million compared with $3.2 million last year, primarily due to the addition of
notes receivable and new capital subleases.

EQUITY IN EARNINGS OF SHOPKO
During the second quarter, the company exited its 46 percent investment in
ShopKo.  Due to the sale, there was no equity in earnings recorded in the
quarter compared with $5.0 million or $.07 per share last year.

INCOME TAXES
The effective tax rate increased to 40.2 percent in the quarter compared with
37.7 percent last year.  The increase in the effective tax rate was due to the
elimination of ShopKo earnings.

NET EARNINGS
Net earnings were $40.2 million or $.67 per share compared with last year's
$40.2 million or $.60 per share.  Weighted average shares declined to 60.2
million compared with last year's 67.1 million primarily due to the repurchase
of 6.9 million shares with proceeds from the ShopKo transaction.

                                       9
<PAGE>
 
YEAR-TO-DATE RESULTS:

The following table sets forth net sales by segment:

<TABLE>
<CAPTION>
 
Net Sales by Segment
-------------------------------------------------------------------------------------
(In thousands)                              Year-to-Date  (40 weeks)
-------------------------------------------------------------------------------------
                              November 29, 1997                  November 30, 1996
                          Net Sales        % of Total         Net Sales    % of Total
-------------------------------------------------------------------------------------
<S>                     <C>               <C>               <C>             <C>     
Food distribution        $11,396,050        88.3 %          $11,202,722       88.5 %
Retail food                3,547,526        27.5              3,494,220       27.6
Less:  Eliminations       (2,039,696)      (15.8)            (2,034,595)     (16.1)
-------------------------------------------------------------------------------------
 Total net sales         $12,903,880       100.0 %          $12,662,347      100.0 %
=====================================================================================
</TABLE>

NET SALES
Net sales were favorable compared to last year, positively impacted by a 1.7
percent increase in food distribution sales and a 1.5 percent increase in retail
food sales.

Food distribution sales increased over last year due to the addition of new
customers, despite last year's planned discontinuance of service to a major
customer in the Southeast and competitive market conditions.  Food price
inflation, as measured by the company was .4 percent year-to-date.  Retail food
sales were favorable compared to last year primarily due to new store openings,
partially offset by the closing or sale of underperforming stores and a decrease
in same-store sales of 1.0 percent due to competitive market conditions.

GROSS PROFIT
Gross profit as a percentage of net sales increased to 10.1 percent compared
with 9.8 percent last year.  Food distribution gross profit margin was
comparable to last year.  Retail food gross profit margin increased due to
ongoing merchandising activities.

SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses were 7.8 percent of net sales compared with
7.6 percent last year.  Food distribution expenses continued to be negatively
impacted by increased technology related spending  in support of new systems as
well as to make systems year 2000 ready.  Retail food expenses were impacted by
unfavorable wage expenses related to both increased union rates and expansion of
perishable departments.

OPERATING EARNINGS
The company's pre-tax operating earnings (earnings before interest, corporate
expenses, equity in earnings and gain on sale of ShopKo, and taxes) increased
to $311.6 million compared with $299.6 million last year. Food distribution
operating earnings decreased 1.6 percent to $233.8 million from $237.6
million. Retail food operating earnings increased 25.6 percent to $77.8
million from $62.0 million.

                                       10
<PAGE>
 
INTEREST EXPENSE AND INCOME
Interest expense decreased to $101.0 million compared with $105.1 million last
year, reflecting a reduction in debt levels.  Interest income increased to $13.8
million compared with $11.9 million last year, primarily due to the addition of
notes receivable and new capital subleases.

EQUITY IN EARNINGS AND GAIN ON SALE OF SHOPKO
On July 2, 1997, the company exited its 46 percent investment in ShopKo through
two simultaneous and cross-conditional transactions:  selling 8,174,387 shares
back to ShopKo for an aggregate of $150 million and a secondary public offering
of 6,557,280 shares.  The transactions resulted in proceeds of $305 million and
a pretax gain of $90.0 million.  Equity in earnings for the year-to-date were
$3.3 million or $.05 per share compared with $9.5 million or $.14 per share last
year.

INCOME TAXES
The effective tax rate increased to 40.0 percent compared with 38.6 percent last
year due to the elimination of  ShopKo earnings.

NET EARNINGS
Net earnings were $179.1 million or $2.82 per share compared with last year's
$122.1 million or $1.81 per share.  Excluding the gain on the sale of ShopKo,
net earnings were $125.5 million or $1.97 per share. Weighted average shares
declined to 63.5 million compared with last year's 67.4 million primarily due to
the repurchase of 6.9 million shares in the second quarter with proceeds from
the ShopKo transaction.

                                       11
<PAGE>
 
Liquidity and Capital Resources
-------------------------------

Internally generated funds, principally from the company's food distribution
business, continued to be the major source of capital for liquidity and capital
growth.  Cash provided from operations year-to-date was $179.6 million compared
with $141.8 million last year.  The increase was primarily affected by inventory
and accounts payable trends.  Cash provided from operations of $179.6 million
and issuance of short term notes payable of $59.8 million was primarily used to
finance capital expenditures of $163.3 million and repay long-term debt of $74.6
million.

The proceeds from the ShopKo transaction were used to repurchase shares under
the June 1997 treasury stock purchase program.  During the second quarter, the
company repurchased 6.9 million shares at a cost of $236.5 million.  Six million
of these shares were purchased from a financial intermediary through an
accelerated stock purchase transaction, subject to a market price adjustment
provision.  In order to complete the transaction, the financial intermediary has
borrowed SUPERVALU common shares and is purchasing replacement shares in the
open market through early January 1998.  The market price adjustment is
currently estimated at $30 million and will increase the cost of treasury stock
as of the date the final purchase price is determined.  Under the August 1996
treasury stock program, the company repurchased .6 million and 1.3 million
shares at a cost of $23.6 million and $52.3 million for the quarter and year-to-
date, respectively to be used for employee stock option exercises and
compensation programs.

SUPERVALU will continue to use short-term and long-term debt as a supplement to
internally generated funds to finance its activities.  The company has a shelf
registration in effect pursuant to which the company could issue $242.5 million
of additional debt securities.  In October, the company renegotiated its $400
million revolving credit agreement to obtain more favorable terms and extend the
expiration date to October 2002.  Maturities of debt issued will depend on
management's views with respect to the relative attractiveness of interest rates
at the time of issuance.


CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

The information in this 10Q includes forward-looking statements.  Important
risks and uncertainties that could cause actual results to differ materially
from those discussed in such forward looking statements are detailed in Exhibit
99.1; other risks or uncertainties may be detailed from time to time in the
company's future Securities and Exchange Commission filings.

                                       12
<PAGE>
 
                         PART II - OTHER INFORMATION
                         ---------------------------


Item 6.    Exhibits and Reports on Form 8-K.
-------    ---------------------------------

(a)        Exhibits filed with this Form 10-Q:
 
           (10)a.  Credit Agreement dated as of October 8, 1997 among the
                   Registrant; the Lenders named therein; Bankers Trust
                   Company, as Agent; Citibank, N.A., as Syndication Agent;
                   First Bank National Association, The Fuji Bank, Limited,
                   Nationsbank, N.A., and PNC Bank, National Association, as
                   Co-Agents; and Bank of America National Trust & Savings
                   Association, The Bank of New York, The First National Bank
                   of Chicago, Fleet National Bank, Morgan Guaranty Trust
                   Company of New York and Norwest Bank Minnesota, National
                   Association, as Lead Managers.
           
           (10)b.  SUPERVALU INC. 1983 Employee Stock Option Plan, as amended.
 
           (10)c.  SUPERVALU INC. 1993 Stock Plan, as amended.
 
           (15)    Letters from Deloitte & Touche regarding unaudited interim 
                   financial information.
 
           (27)    Financial Data Schedule.
 
           (99.1)  Cautionary Statements pursuant to the Securities Litigation
                   Reform Act.

(b)        Reports on Form 8-K:
 
           No reports on Form 8-K were filed during the quarter.


                                   SIGNATURES
                                   ----------

Pursuant to the requirements 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)


Dated:  December 23, 1997                By:  /s/ Pamela K. Knous
                                            ---------------------------
                                              Pamela K. Knous
                                              Executive Vice President, Chief 
                                               Financial Officer
                                              (Authorized officer of Registrant)

                                       13
[{"type": "10-Q", "sequence": "1", "description": "QUARTERLY REPORT", "secsgml_size_bytes": 43893}]
{"company-data": {"conformed-name": "SUPERVALU INC", "cik": "0000095521", "assigned-sic": "5140", "irs-number": "410617000", "state-of-incorporation": "DE", "fiscal-year-end": "0222"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "001-05418", "film-number": "97743248"}, "business-address": {"street1": "11840 VALLEY VIEW RD", "street2": "NULL", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344", "phone": "6128284000"}, "mail-address": {"street1": "11840 VALLEY VIEW ROAD", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344"}, "former-company": {"former-conformed-name": "SUPER VALU STORES INC", "date-changed": "19920703"}}
FORM 10-Q
                                        
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period (12 weeks) ended November 29, 1997.

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

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 executive offices)      (Zip Code)

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

Former name, former address and former fiscal year, if changed since last
report:
                                      N/A
-------------------------------------------------------------------------------

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

The number of shares outstanding of each of the issuer's classes of Common Stock
as of December 8, 1997 is as follows:

         Title of Each Class        Shares Outstanding
         -------------------        ------------------

           Common Shares                60,106,000
PART I - FINANCIAL INFORMATION
------------------------------------------------------------------------------

------------------------------------------------------------------------------
Item 1:  Financial Statements
------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF EARNINGS

------------------------------------------------------------------------------
SUPERVALU INC. and Subsidiaries
------------------------------------------------------------------------------
(In thousands, except per share data)
Third Quarter (12 Weeks) Ended
                                              ----------------------------------------------------------------
                                              November 29, 1997    % of sales   November 30, 1996   % of sales
--------------------------------------------------------------------------------------------------------------
Net sales                                           $ 4,004,565       100.00%        $ 3,904,841      100.00%

Costs and expenses:
  Cost of sales                                       3,600,773        89.92           3,519,631       90.14
  Selling and administrative expenses                   306,827         7.66             291,940        7.48
  Amortization of goodwill                                4,568         0.11               4,488        0.11
  Interest
    Interest expense                                     29,859         0.75              32,523        0.83
    Interest income                                       4,778         0.12               3,233        0.08
                                              ---------------------------------------------------------------
      Interest expense, net                              25,081         0.63              29,290        0.75
                                              ---------------------------------------------------------------

       Total costs and expenses                       3,937,249        98.32           3,845,349       98.48
                                              ---------------------------------------------------------------
Earnings before equity in earnings
  of ShopKo and income taxes                             67,316         1.68              59,492        1.52

Equity in earnings of ShopKo                                 -            -                5,023        0.13
                                              ---------------------------------------------------------------
Earnings before income taxes                             67,316         1.68              64,515        1.65

Provision for income taxes
 Current                                                 25,939                           22,624
 Deferred                                                 1,128                            1,674
                                              ---------------------------------------------------------------
    Income tax expense                                   27,067         0.67              24,298        0.62
                                              ---------------------------------------------------------------
Net earnings                                        $    40,249         1.01%        $    40,217        1.03%
                                              ===============================================================

Net earnings per common share                          $   .67                          $    .60

Weighted average number of common
   shares outstanding                                   60,211                            67,110

Dividends declared per common share                    $  .260                          $   .250

Supplemental information:
  After-tax LIFO (expense)                             $  (512)                         $ (3,300)

All data subject to year-end audit.         See notes to consolidated financial statements.
2
CONSOLIDATED STATEMENTS OF EARNINGS

------------------------------------------------------------------------------
SUPERVALU INC. and Subsidiaries
------------------------------------------------------------------------------
(In thousands, except per share data)
Year-to-date (40 Weeks) Ended
                                              ----------------------------------------------------------------

                                              November 29, 1997    % of sales   November 30, 1996   % of sales
--------------------------------------------------------------------------------------------------------------
Net sales                                          $ 12,903,880       100.00%         $  12,662,347   100.00%

Costs and expenses:
  Cost of sales                                      11,605,673        89.94             11,417,484    90.17
  Selling and administrative expenses                   990,778         7.67                948,000     7.48
  Amortization of goodwill                               15,162         0.12                 14,272     0.11
  Interest
    Interest expense                                    101,026         0.78                105,057     0.83
    Interest income                                      13,808         0.10                 11,861     0.09
                                              ----------------------------------------------------------------
      Interest expense, net                              87,218         0.68                 93,196     0.74
                                              ----------------------------------------------------------------
       Total costs and expenses                      12,698,831        98.41             12,472,952    98.50
                                              ----------------------------------------------------------------
Earnings before equity in earnings and
  gain on sale of ShopKo and income taxes               205,049         1.59                189,395     1.50

Equity in earnings and gain on sale of ShopKo            93,364         0.72                  9,469     0.07
                                              ----------------------------------------------------------------
Earnings before income taxes                            298,413         2.31                198,864     1.57

Provision for income taxes
 Current                                                113,326                              68,401
 Deferred                                                 5,957                               8,400
                                              ----------------------------------------------------------------
    Income tax expense                                  119,283         0.92                 76,801     0.61
                                              ----------------------------------------------------------------
Net earnings                                       $    179,130         1.39%        $      122,063     0.96%
                                              ================================================================

Net earnings per common share                         $    2.82                           $    1.81

Weighted average number of common
   shares outstanding                                    63,472                              67,366

Dividends declared per common share                   $    .770                           $    .745

Supplemental information:
  After-tax LIFO (expense)                            $  (2,057)                          $  (1,630)

All data subject to year-end audit.         See notes to consolidated financial statements.
3
CONSOLIDATED BALANCE SHEETS
-----------------------------------------------------------------------------------------------
SUPERVALU INC. and Subsidiaries                              Third Quarter   Fiscal Year End
-----------------------------------------------------------------------------------------------
(In thousands)                                                 November 29,      February 22,
ASSETS                                                                1997              1997
-----------------------------------------------------------------------------------------------
Current Assets                                                                
  Cash and cash equivalents                                   $     39,626      $     6,539
  Receivables, less allowance for losses of $14,589 at                        
    November 29, 1997 and $17,806 at February 22, 1997             443,551          403,835
  Inventories                                                    1,287,484        1,091,805
  Other current assets                                              84,126           98,620
                                                            ----------------------------------
          Total current assets                                   1,854,787        1,600,799
                                                                              
Long-term notes receivable                                          77,198           45,588
                                                                              
Long-term investment in direct financing leases                     90,691           84,350
                                                                              
Property, plant and equipment                                                 
  Land                                                             137,202          140,427
  Buildings                                                        923,364          957,815
  Property under construction                                       48,085           28,030
  Leasehold improvements                                           152,498          150,040
  Equipment                                                      1,130,641        1,113,486
  Assets under capital leases                                      306,469          298,757
                                                            ----------------------------------
                                                                 2,698,259        2,688,555
  Less accumulated depreciation and amortization                              
      Owned property, plant and equipment                        1,041,174          983,229
      Assets under capital leases                                   62,677           56,802
                                                            ----------------------------------
                                                                              
          Net property, plant and equipment                      1,594,408        1,648,524
                                                                              
Investment in ShopKo                                                    -           209,789
                                                                              
Goodwill                                                          497,389           491,427
                                                                              
Other assets                                                      222,444           202,849
                                                            ----------------------------------
                                                                              
Total assets                                                  $ 4,336,917       $ 4,283,326
                                                             =================================

Liabilities and Stockholders' Equity
----------------------------------------------------------------------------------------------
Current Liabilities                                                         
  Notes payable                                               $   194,099       $   134,272
  Accounts payable                                              1,118,128           923,958
  Accrued vacation, compensation and benefits                      92,837            89,458
  Current maturities of long-term debt                            157,716            72,905
  Current obligations under capital leases                         22,897            21,544
  Other current liabilities                                       107,865           126,941
                                                            ----------------------------------
                                                                            
          Total current liabilities                             1,693,542         1,369,078
                                                                            
Long-term debt                                                    927,720         1,087,162
                                                                            
Long-term obligations under capital leases                        342,457           333,429
                                                                            
Deferred income taxes                                              44,011            38,054
                                                                            
Other liabilities                                                 131,389           148,180
                                                                            
Stockholders' equity                                                        
  Preferred stock                                                   5,908             5,908
  Common stock                                                     75,335            75,335
  Capital in excess of par value                                   20,823            13,296
  Retained earnings                                             1,575,515         1,444,755
  Treasury stock, at cost                                        (479,783)         (231,871)
                                                            ----------------------------------
         Total stockholders' equity                             1,197,798         1,307,423
                                                            ----------------------------------
Total liabilities and stockholders' equity                    $ 4,336,917       $ 4,283,326
                                                            ==================================
Quarterly data subject to year-end audit.         See notes to consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
---------------------------------------------------------------------------------------------------------------------------------
SUPERVALU INC. and Subsidiaries
---------------------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
                                                                  Capital in
                                   Preferred          Common       Excess of         Treasury           Retained
                                       Stock           Stock       Par Value            Stock           Earnings         Total
---------------------------------------------------------------------------------------------------------------------------------
Balances at February 24, 1996    $   5,908       $  75,335       $  12,737       $  (214,746)     $  1,336,942       $ 1,216,176

Net earnings                            -               -               -                 -            175,044           175,044

Sales of common stock
  under option plans                    -               -              378             3,786                -              4,164

Cash dividends declared
  on common stock -
  $.995 per share                       -               -               -                 -            (67,231)          (67,231)

Compensation under employee
  incentive plans                       -               -              181               650                -                831

Purchase of shares for treasury         -               -               -            (21,561)               -            (21,561)

---------------------------------------------------------------------------------------------------------------------------------
Balances at February 22, 1997        5,908          75,335          13,296          (231,871)        1,444,755         1,307,423

Net earnings                            -               -               -                 -            179,130           179,130

Sales of common stock
  under option plans                    -               -              623            35,421                -             36,044

Cash dividends declared
  on common stock -
  $.77 per share                        -               -               -                 -             (48,370)         (48,370)

Compensation under employee
  incentive plans                       -               -            6,904             5,486                -             12,390

Purchase of shares for treasury         -               -               -           (288,819)               -           (288,819)
---------------------------------------------------------------------------------------------------------------------------------
Balances at November 29, 1997    $   5,908       $  75,335       $  20,823       $  (479,783)     $  1,575,515       $ 1,197,798
=================================================================================================================================
Interim data subject to year-end audit.         See notes to consolidated financial statements.
5
CONSOLIDATED STATEMENTS OF CASH FLOWS
SUPERVALU INC. and Subsidiaries
-------------------------------------------------------------------------------
(In thousands)
-------------------------------------------------------------------------------
Year-to-date
                                                                               (40 weeks ended)
--------------------------------------------------------------------------------------------------------
                                                                       November 29,         November 30,
                                                                              1997                1996
--------------------------------------------------------------------------------------------------------
Cash flows from operating activities
  Net earnings                                                        $ 179,130            $ 122,063
  Adjustments to reconcile net earnings to net cash
    provided by operating activities:
      Equity in earnings and gain on sale of ShopKo                     (93,364)              (9,469)
      Dividends received from ShopKo                                          -                4,862
      Depreciation and amortization                                     174,844              176,906
      Provision for losses on receivables                                 4,439                6,138
      Deferred income taxes                                               5,957                8,400
      Other adjustments, net                                             (3,001)              (1,387)
  Changes in assets and liabilities:
      Receivables                                                       (49,862)             (64,383)
      Inventory                                                        (195,252)            (252,826)
      Accounts payable                                                  138,790               94,000
      Other assets and liabilities                                       17,890               57,507
--------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                               179,571              141,811
--------------------------------------------------------------------------------------------------------
Cash flows from investing activities
  Proceeds from sale of ShopKo stock                                    305,153                    -
  Additions to long-term notes receivable                               (58,650)             (41,209)
  Proceeds received on long-term notes receivable                        27,040               21,221
  Proceeds from sale of property, plant and equipment                    66,971               39,171
  Purchase of property, plant and equipment                            (163,344)            (177,237)
  Business acquisitions, net of cash acquired                           (23,523)              (4,996)
  Other investing activities                                            (31,424)             (31,777)
--------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities                     122,223             (194,827)
--------------------------------------------------------------------------------------------------------
Cash flows from financing activities
  Net increase in checks outstanding, net of deposits                    70,576                8,639
  Net issuance of short-term notes payable                               59,827              133,068
  Proceeds from issuance of long-term debt                                    -                3,193
  Repayment of long-term debt                                           (74,631)              (5,608)
  Reduction of obligations under capital leases                         (18,324)             (17,562)
  Proceeds from the sale of common stock under option plans              32,171                2,159
  Dividends paid                                                        (49,507)             (50,109)
  Payments for purchase of treasury stock                              (288,819)             (18,845)
--------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities                    (268,707)              54,935
--------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                33,087                1,919
Cash and cash equivalents at beginning of year                            6,539                5,215
--------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of third quarter                     $  39,626            $   7,134
========================================================================================================
All data subject to year-end audit.         See notes to consolidated financial statements.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting Policies
-------------------

The summary of significant accounting policies is included in the notes to
consolidated financial statements in the 1997 annual report of SUPERVALU INC.
("SUPERVALU" or the "company").

ShopKo Stores, Inc. Sale
------------------------

On July 2, 1997, the company exited its 46 percent investment in ShopKo through
two simultaneous and cross-conditional transactions:  selling 8,174,387 shares
back to ShopKo for an aggregate of $150 million and a secondary public offering
of 6,557,280 shares.  The transactions resulted in proceeds of $305 million and
a net gain of $53.7 million.  Proceeds were primarily used to repurchase shares
of SUPERVALU stock.

Treasury Stock Purchase Program
-------------------------------

On June 11, 1997, the Board of Directors approved an additional treasury stock
purchase program authorizing the company to repurchase up to 8.5 million shares
in anticipation of the sale of its ShopKo holdings.  In the second quarter, the
company repurchased 6.9 million shares in conjunction with the ShopKo stock
sale.  These shares were purchased at a cost of $236.5 million.  Six million of
these shares were purchased from a financial intermediary through an accelerated
stock purchase transaction at $34 per share, subject to a market price
adjustment provision.  In order to complete the transaction, the financial
intermediary has borrowed SUPERVALU common shares and is purchasing replacement
shares in the open market.  The ultimate price per share will be adjusted for
changes in the market price of SUPERVALU common stock prior to settlement and a
reimbursement for dividends paid on the borrowed shares.  The final purchase
price and settlement is expected in early January 1998 and will be in either
cash or shares of SUPERVALU common stock, at the company's option.  The
settlement cost, currently estimated at $30 million, will increase the cost of
treasury stock as of the date the final purchase price is determined.

Statement of Registrant
-----------------------

The data presented herein is unaudited but, in the opinion of management,
includes all adjustments necessary for a fair presentation of the consolidated
financial position of the company and its subsidiaries at November 29, 1997 and
November 30, 1996 and the results of the company's operations and cash flows for
the periods then ended.  These interim results are not necessarily indicative of
the results of the fiscal years as a whole.

A limited review of this data has been performed by the company's independent
certified public accountants, Deloitte & Touche LLP.  A copy of their report is
attached as an exhibit to this report.

                                       7
Item 2:   Management's Discussion and Analysis of Financial Condition and 
          ---------------------------------------------------------------
          Results of Operations
          ---------------------

Results of Operations
---------------------

RESULTS FOR THE QUARTER:

The company recorded record sales of $4.0 billion and earnings per share of
$.67.  Last year sales were $3.9 billion and earnings per share were $.60.  The
following table sets forth net sales by segment:
Net Sales by Segment
------------------------------------------------------------------------------------
(In thousands)                             Third Quarter (12 weeks)
------------------------------------------------------------------------------------
                             November 29, 1997                  November 30, 1996
                         Net Sales        % of Total         Net Sales    % of Total
------------------------------------------------------------------------------------
Food distribution        $3,561,766         88.9 %           $3,473,122       88.9 %
Retail food               1,101,428         27.5              1,084,109       27.8
Less:  Eliminations        (658,629)       (16.4)              (652,390)     (16.7)
------------------------------------------------------------------------------------
 Total net sales         $4,004,565        100.0 %           $3,904,841      100.0 %
====================================================================================
NET SALES
Net sales were favorable compared to last year, positively impacted by a 2.6
percent increase in food distribution sales and a 1.6 percent increase in retail
food sales.

Food distribution sales increased over last year due to the addition of new
customers, partially offset by the loss of retail customers and competitive
market conditions.  Food price inflation, as measured by the company was .1
percent for the quarter.  Retail food sales increased over last year primarily
due to new store openings over the past twelve months and an increase in same-
store sales of 1.2 percent. The same-store sales improvement from second
quarter benefited primarily due to strengthening in the company's position as
the low-price value leader in the Chicago market and improved performance in
Cincinnati, which faced increased competition starting in the third quarter
last year. The favorable retail food sales were partially offset by the
closing or sale of eighteen stores over the past twelve months.

GROSS PROFIT
Gross profit as a percentage of net sales was 10.1 percent compared with 9.9
percent last year.  Food distribution gross profit margin was even with last
year.  A favorable change in food distribution LIFO expense of $4.1 million was
substantially offset by increased costs due to production line changes in the
manufacturing operations.  Retail food gross profit margin increased due to
ongoing merchandising activities.

                                       8
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses were 7.8 percent of net sales compared with
7.6 percent last year.  Food distribution expenses continue to be negatively
impacted by increased technology related spending in support of new systems as
well as to make systems year 2000 ready.  Retail food expenses were higher than
last year primarily due to increased marketing efforts to drive sales and higher
labor expenses related to perishable department expansions.

OPERATING EARNINGS
The company's pre-tax operating earnings (earnings before interest, corporate
expenses, equity in earnings  of  ShopKo Stores, Inc. ("ShopKo") and taxes)
increased to $97.9 million compared with $93.5 million last year.  Food
distribution operating earnings decreased 2.5 percent to $76.6 million from 
$78.6 million. Retail food operating earnings increased 43.0 percent to $21.3 
million from $14.9 million. 

INTEREST EXPENSE AND INCOME
Interest expense decreased to $29.9 million compared with $32.5 million last
year, reflecting a reduction in debt levels.  Interest income increased to $4.8
million compared with $3.2 million last year, primarily due to the addition of
notes receivable and new capital subleases.

EQUITY IN EARNINGS OF SHOPKO
During the second quarter, the company exited its 46 percent investment in
ShopKo.  Due to the sale, there was no equity in earnings recorded in the
quarter compared with $5.0 million or $.07 per share last year.

INCOME TAXES
The effective tax rate increased to 40.2 percent in the quarter compared with
37.7 percent last year.  The increase in the effective tax rate was due to the
elimination of ShopKo earnings.

NET EARNINGS
Net earnings were $40.2 million or $.67 per share compared with last year's
$40.2 million or $.60 per share.  Weighted average shares declined to 60.2
million compared with last year's 67.1 million primarily due to the repurchase
of 6.9 million shares with proceeds from the ShopKo transaction.

                                       9
YEAR-TO-DATE RESULTS:

The following table sets forth net sales by segment:
Net Sales by Segment
-------------------------------------------------------------------------------------
(In thousands)                              Year-to-Date  (40 weeks)
-------------------------------------------------------------------------------------
                              November 29, 1997                  November 30, 1996
                          Net Sales        % of Total         Net Sales    % of Total
-------------------------------------------------------------------------------------
Food distribution        $11,396,050        88.3 %          $11,202,722       88.5 %
Retail food                3,547,526        27.5              3,494,220       27.6
Less:  Eliminations       (2,039,696)      (15.8)            (2,034,595)     (16.1)
-------------------------------------------------------------------------------------
 Total net sales         $12,903,880       100.0 %          $12,662,347      100.0 %
=====================================================================================
NET SALES
Net sales were favorable compared to last year, positively impacted by a 1.7
percent increase in food distribution sales and a 1.5 percent increase in retail
food sales.

Food distribution sales increased over last year due to the addition of new
customers, despite last year's planned discontinuance of service to a major
customer in the Southeast and competitive market conditions.  Food price
inflation, as measured by the company was .4 percent year-to-date.  Retail food
sales were favorable compared to last year primarily due to new store openings,
partially offset by the closing or sale of underperforming stores and a decrease
in same-store sales of 1.0 percent due to competitive market conditions.

GROSS PROFIT
Gross profit as a percentage of net sales increased to 10.1 percent compared
with 9.8 percent last year.  Food distribution gross profit margin was
comparable to last year.  Retail food gross profit margin increased due to
ongoing merchandising activities.

SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses were 7.8 percent of net sales compared with
7.6 percent last year.  Food distribution expenses continued to be negatively
impacted by increased technology related spending  in support of new systems as
well as to make systems year 2000 ready.  Retail food expenses were impacted by
unfavorable wage expenses related to both increased union rates and expansion of
perishable departments.

OPERATING EARNINGS
The company's pre-tax operating earnings (earnings before interest, corporate
expenses, equity in earnings and gain on sale of ShopKo, and taxes) increased
to $311.6 million compared with $299.6 million last year. Food distribution
operating earnings decreased 1.6 percent to $233.8 million from $237.6
million. Retail food operating earnings increased 25.6 percent to $77.8
million from $62.0 million.

                                       10
INTEREST EXPENSE AND INCOME
Interest expense decreased to $101.0 million compared with $105.1 million last
year, reflecting a reduction in debt levels.  Interest income increased to $13.8
million compared with $11.9 million last year, primarily due to the addition of
notes receivable and new capital subleases.

EQUITY IN EARNINGS AND GAIN ON SALE OF SHOPKO
On July 2, 1997, the company exited its 46 percent investment in ShopKo through
two simultaneous and cross-conditional transactions:  selling 8,174,387 shares
back to ShopKo for an aggregate of $150 million and a secondary public offering
of 6,557,280 shares.  The transactions resulted in proceeds of $305 million and
a pretax gain of $90.0 million.  Equity in earnings for the year-to-date were
$3.3 million or $.05 per share compared with $9.5 million or $.14 per share last
year.

INCOME TAXES
The effective tax rate increased to 40.0 percent compared with 38.6 percent last
year due to the elimination of  ShopKo earnings.

NET EARNINGS
Net earnings were $179.1 million or $2.82 per share compared with last year's
$122.1 million or $1.81 per share.  Excluding the gain on the sale of ShopKo,
net earnings were $125.5 million or $1.97 per share. Weighted average shares
declined to 63.5 million compared with last year's 67.4 million primarily due to
the repurchase of 6.9 million shares in the second quarter with proceeds from
the ShopKo transaction.

                                       11
Liquidity and Capital Resources
-------------------------------

Internally generated funds, principally from the company's food distribution
business, continued to be the major source of capital for liquidity and capital
growth.  Cash provided from operations year-to-date was $179.6 million compared
with $141.8 million last year.  The increase was primarily affected by inventory
and accounts payable trends.  Cash provided from operations of $179.6 million
and issuance of short term notes payable of $59.8 million was primarily used to
finance capital expenditures of $163.3 million and repay long-term debt of $74.6
million.

The proceeds from the ShopKo transaction were used to repurchase shares under
the June 1997 treasury stock purchase program.  During the second quarter, the
company repurchased 6.9 million shares at a cost of $236.5 million.  Six million
of these shares were purchased from a financial intermediary through an
accelerated stock purchase transaction, subject to a market price adjustment
provision.  In order to complete the transaction, the financial intermediary has
borrowed SUPERVALU common shares and is purchasing replacement shares in the
open market through early January 1998.  The market price adjustment is
currently estimated at $30 million and will increase the cost of treasury stock
as of the date the final purchase price is determined.  Under the August 1996
treasury stock program, the company repurchased .6 million and 1.3 million
shares at a cost of $23.6 million and $52.3 million for the quarter and year-to-
date, respectively to be used for employee stock option exercises and
compensation programs.

SUPERVALU will continue to use short-term and long-term debt as a supplement to
internally generated funds to finance its activities.  The company has a shelf
registration in effect pursuant to which the company could issue $242.5 million
of additional debt securities.  In October, the company renegotiated its $400
million revolving credit agreement to obtain more favorable terms and extend the
expiration date to October 2002.  Maturities of debt issued will depend on
management's views with respect to the relative attractiveness of interest rates
at the time of issuance.

CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

The information in this 10Q includes forward-looking statements.  Important
risks and uncertainties that could cause actual results to differ materially
from those discussed in such forward looking statements are detailed in Exhibit
99.1; other risks or uncertainties may be detailed from time to time in the
company's future Securities and Exchange Commission filings.

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PART II - OTHER INFORMATION
                         ---------------------------

Item 6.    Exhibits and Reports on Form 8-K.
-------    ---------------------------------

(a)        Exhibits filed with this Form 10-Q:
 
           (10)a.  Credit Agreement dated as of October 8, 1997 among the
                   Registrant; the Lenders named therein; Bankers Trust
                   Company, as Agent; Citibank, N.A., as Syndication Agent;
                   First Bank National Association, The Fuji Bank, Limited,
                   Nationsbank, N.A., and PNC Bank, National Association, as
                   Co-Agents; and Bank of America National Trust & Savings
                   Association, The Bank of New York, The First National Bank
                   of Chicago, Fleet National Bank, Morgan Guaranty Trust
                   Company of New York and Norwest Bank Minnesota, National
                   Association, as Lead Managers.
           
           (10)b.  SUPERVALU INC. 1983 Employee Stock Option Plan, as amended.
 
           (10)c.  SUPERVALU INC. 1993 Stock Plan, as amended.
 
           (15)    Letters from Deloitte & Touche regarding unaudited interim 
                   financial information.
 
           (27)    Financial Data Schedule.
 
           (99.1)  Cautionary Statements pursuant to the Securities Litigation
                   Reform Act.

(b)        Reports on Form 8-K:
 
           No reports on Form 8-K were filed during the quarter.

                                   SIGNATURES
                                   ----------

Pursuant to the requirements 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)

Dated:  December 23, 1997                By:  /s/ Pamela K. Knous
                                            ---------------------------
                                              Pamela K. Knous
                                              Executive Vice President, Chief 
                                               Financial Officer
                                              (Authorized officer of Registrant)

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