This paper provides an overview of major demographic and food trends in Poland and the rapid changes in Polish food retailing. The demographic changes include the size of the population; birth, death, marriage and divorce rates; the age distribution, education and household types. Two important demographic factors that will affect food consumption are the aging population and the major gap in education between urban and rural areas. In the next 20 years, the number of children will decrease radically, whereas the number of people over 64 years of age will rise significantly. Education levels are much lower in rural than in urban areas. The average household budget share for food was 44.6% in 1988. It reached 55.3% in 1990 at the beginning of the transition to a market economy and fell to 37.8% in 1996. Under central planning, consumers had to adjust to what was made available. There was a limited assortment of goods and many people relied on home-produced food. Since 1989 and the transition to a market economy, food consumption patterns have undergone some substantial changes. Butter consumption has fallen sharply, while plant fat consumption has increased with the introduction of high quality margarine. The change from central planning to a market economy has had a major impact on food retailing. U.S. fast food companies, such as McDonald's, have opened numerous outlets in Poland during the 1990s. Fast food is very popular, especially among young Poles. Under central planning, three government-owned chains dominated grocery retailing in Poland. The food marketing system was producer, not consumer driven. When the right to own private businesses was restored, many new food retailing stores were opened. In 1996, final sales by food retailing stores in Poland were about $100 billion. A large portion of the sales is by small shops. However, foreign-owned grocery retailers have been expanding in Poland and had sales of $5 billion in 1997. The foreign-owned chains open larger stores, supermarkets and even hypermarkets. Many of the major Western European food retailers are now operating in Poland, such as Ahold, a big Dutch company, and Tengelman, a large German company.