(FORTUNE Magazine) – Hungry? You've come to the right place. America has about 30,000 supermarkets, some 13,000 discounters selling food, 93,000 convenience stores, and about 400,000 fast-food joints, diners, and restaurants--plus an untallied assortment of hash houses.

But not for long.

Once again, busy boomers--both the two-career and single-parent species--are bending an entire industry to their wills and wallets. They don't buy groceries; they buy answers to that age-old question, "What's for dinner?" This has set off a massive food fight among those seeking the privilege of selling you sustenance. The prize: the $800 billion Americans spend each year on burgers, pizza, pop, pasta, produce, poultry, frozen waffles, french fries, Eskimo Pies, gourmet entrees... you name it. Trouble is, there are too many food joints in the U.S., a country with little population growth and, despite what your scale is telling you, no stomach growth, either.

In this battle for stomach share, the 65-year-old supermarket industry is being barraged by all kinds of contenders, including discount chains like Wal-Mart that use price as a cudgel, and new-wave competitors such as Boston Market (formerly Boston Chicken) that fight a guerrilla war, capturing customers with convenience, comfort food, and value. There's even an emerging interactive-shopping segment that, after innumerable trips back to the drawing board over the past ten years, can finally put a virtual super market on your home computer so that your fingers can cruise the aisles and do the shopping.

Against this backdrop, supermarkets are getting an all too predictable bellyache--or worse. "This is a $400 billion industry committing suicide," says Ken Partch, editor-in-chief of Supermarket Business, a trade magazine. He's referring to the industry's slow reaction to America's changing eating habits.

Supermarkets that will survive are embracing one of the epochal shifts at the nation's table: Last year Americans spent an estimated 44% of their income on food away from home, the highest figure ever. Thus Ukrop's Super Markets, a grocer based in Richmond, is scoring big by rethinking the concept of its industry, adding freshly made foods, takeout meal stations, and eat-in restaurants while reconfiguring the traditional grocery aisles. The guerrilla raiders include such old shoes as Arby's, which has reshod itself with Arby's Roast Town, a restaurant that features cooking closer to Mom's. Similarly, KFC is out with the Colonel's Kitchen, and McDonald's with Hearth Express, both offering better fast food in more homelike settings. Comfort also means convenience, and in cities such as Boston, delivery services like Dining In let you enjoy canard e l'orange while you sit home and watch Hard Copy.

Restaurants and take-away outlets, in short, have become extensions of boomer kitchens. Ovens are now often viewed more as an adjunct to the heating system by a generation that grew up thinking of restaurants as a necessity, not a luxury.

The fastest-growing segment of the restaurant industry: casual dining, where sales are increasing at double-digit rates. This nomenclature includes such settings as Chili's, Applebee's, and Outback Steakhouse, where the vittles come with a relaxed atmosphere. The concept here: not-so-fast food for aging boomers who may still crave a burger but now want to sit down and eat it from a plate, perhaps with a glass of wine. And the kids? Sure, bring 'em.

Even celebrity chefs have launched lower-priced spinoffs of their signature spots. For example, Wolfgang Puck, founder of try-to-get-a-table Spago in West Hollywood, has opened Wolfgang Puck Cafe, eateries that have spread from California to Vegas. Says Nina Zagat, co-publisher of Zagat Restaurant Survey guides, of such new spots: "We call these BATH restaurants--better alternatives to home--in that they are part of a national phenomenon of eateries designed to appeal to families where both partners work."

Look for more of them. A wave of initial public offerings has contributed to a restaurant building binge. Four chains, including Outback, which raised $23.5 million when it went public in 1991, are on Fortune's list of America's fastest-growing companies. Big, established players such as Brinker International, PepsiCo, and General Mills' soon to be split-off restaurant group, Darden Restaurants, continue to expand. "The whole thing is wide open for anybody to do anything," says John Martin, CEO of Pepsi's Taco Bell unit, which just introduced the revolutionary concept of low-fat Mexican fast food to boost sales.

For many supermarkets, checkout time is at hand. The past 18 months have included several big-name bankruptcies, including Kash 'n Karry in Florida, Megafoods in Arizona and Nevada, and the East's Grand Union. Collateral damage from the industry's strife has also touched food wholesalers such as Fleming and Supervalu. These companies are now in the midst of huge restructurings, having recognized that their traditional ways of operating were rapidly becoming outmoded. In addition, strident competition has forced top-20 chains such as Vons, Pathmark, Food Lion, Loblaw Cos., and A&P to retrench.

"This is a consolidating industry," says Richard Currie, president of Toronto's Loblaw Cos., which just bowed out of the U.S. by selling its National Tea Co. to Schnuck Markets, a big regional based in St. Louis. Similarly, Dominick's Finer Foods, the No. 2 chain in the Chicago area, recently sold to Yucaipa Cos., owner of Smitty's and Food 4 Less.

Andersen Consulting, which has been something of a Cassandra about the industry, predicts that at least 20% and perhaps a third of the existing supermarkets will disappear in the next five years. Says Glen Terbeek, managing partner: "We think consumers go to the store for two reasons, staples and ideas. The staples reason is about to fall out of the equation."

Supermarkets that plan to survive on price had better be ready to duke it out with Wal-Mart. The Arkansas heavyweight is pummeling its way across the country, opening its 180,000-square-foot supermarket/discount supercenters at a rate of 100 a year. (A large supermarket, by comparison, runs 60,000 square feet.) At this rate, Wal-Mart could become the nation's largest grocer within five years, surpassing Kroger.

In developing supercenters, Wal-Mart unearthed a remarkably ugly secret: The supermarket industry is not particularly good at distributing food. For years the standard assessment of the industry was something like: "Wow, they can operate at a 1% net profit on a 24% gross profit margin. They must be geniuses." Wal-Mart, which makes three times as much on a gross margin of 21%, arrived at quite another conclusion-something like: "Wait a minute. They take home a penny on every 24 cents of gross profit? They must be idiots." That gap between what the supermarkets earn and what Wal-Mart earns created a vacuum that the Arkansans couldn't abhor. They see it as an opportunity to build superstores.

Here's why. A study by McKinsey & Co. for the Food Marketing Institute, a grocery industry trade group, found that the return on invested capital on the average supercenter outstrips that of a large supermarket by 23.1% to 20.6%. But a better-than-average supercenter returns 38% and absolutely mows down the supermarket as an investment vehicle. Worse, the management consulting firm also figured that if a supercenter forces a competing supermarket to surrender 15% of its sales volume, the supermarket's return drops from 20.6% to 6.8%. That's the same as losing money, given the cost of capital.

By way of a comeback, the supermarket industry is pinning its hopes for better margins on a new, improved buzzword--efficient consumer response, or ECR. Theoretically, ECR will take out some $30 billion in costs, about 10% of the total, partly by reforming the industry's buying habits and moving toward continuous product replenishment--yup, they call that CPR--to get inventory into the stores faster. The average grocery product now takes more than 100 days to make that trip. You can get a Buick custom built and delivered in 42 days.

But ECR may be merely a Band-Aid on a chain-saw wound. Even if supermarkets can recover their supremacy in buying and logistics, they will find that neither will give them a competitive advantage, because of the ways that customer demands are changing. Basically, three proto-shoppers are evolving.

Those in the first category, the go-for-price shoppers, care not a whit that a store might stock three kinds of truffles. This pure price carnivore is where Wal-Mart figures to make its mark. Anyone who wants to play in this game had better be meaner than a saber-tooth. And indeed, some of the traditional grocers, such as Kroger, Safeway, and Albertson's, are that ferocious.

The second category is what Andersen Consulting calls replacement shoppers. This is a more evolved species that sees no reason to hunt far and wide simply to gather an ample supply of Cheerios, coffee, and other booty for the larder. This consumer typically hates shopping for food, and, in a growing number of cities, no longer has to.

For one thing, wider computer penetration and better software programs are making teleshopping and remote-shopping experiments a real alternative. In Chicago and San Francisco, a company called Peapod is now delivering groceries, liquor, prescriptions, and even subway tokens to more than 10,000 households. Using a PC, shoppers can remotely walk through a Jewel or Safeway store, creating virtual aisles based on the way they want to shop. Customers can search for foods offered as specials, say, or scan the dairy counter. You type in your order, and a Peapod employee sets forth with a wagon to pick up what you want. It can be delivered within three hours.

Peapod, which includes Ameritech and Chicago's Tribune Co. among its owners, is breaking some barriers. "We think that we have some people on computers who were not users before," says Tim Dorgan, executive vice president. Some 75% of the customers are women. They ring up big numbers too, five times higher than the $18 the typical walk-in customer spends. Teleshoppers pay an extra 12% on average for service, including delivery. You can usually buy the software at a discount, for $9.95.

Theoretically, when this pool of teleshoppers becomes substantial, a fancy grocery store situated on high-priced real estate becomes unnecessary. A warehouse will do. A number of companies, including Harvest America, will now deliver groceries via UPS.

The third category of shoppers is also the most numerous and sophisticated--the large-brained mammals of purchasing, if you will, who prize convenience above all else. Winning their hearts and minds is where the real battle will take place. The convenience shoppers don't weigh whether to spend food dollars at a restaurant or at a supermarket. Rather, they are shopping for meals, and they will go to whatever retailer provides the best solutions to the problem of feeding the modern, average, just slightly out-of-control American household. "I really think somebody from outside the industry is going to make this happen, to tell you the truth," says Andersen's Terbeek.

They already have. The management trio behind the rotisserie-hot Boston Market, Scott A. Beck, Jeffry J. Shearer, and Saad J. Nadhir, made their fortunes helping H. Wayne Huizenga build video-renter Blockbuster Entertainment. They walked away rich but hungry for a new venture.

The paramount insight Blockbuster is that Huizenga and his team detected a fundamental change in the way filmed entertainment was being distributed and purchased. Blockbuster pounced on that opportunity like a casting director on a starlet. Now Beck, Shearer, and Nadhir, who cashed out of Blockbuster in late 1991, are applying another fundamental insight, based on early research. When Boston Chicken customers were asked, "If you hadn't come here, where would you have gone?" half of them said, "Home, to cook."

That doesn't sound like much, but to Nadhir it was as if somebody was shouting, Bet it all right here! "The answer to that question really prompted us to be in the business," he recalls. "We saw an opportunity to own a segment that was not owned by anyone in the consumer's mind."

Nadhir and Shearer peg this meal-replacement segment, as it is now known, as a $70 billion to $80 billion market. If half that volume comes out of the hide of supermarkets, their sales will shrink 10%. A 1993 trip to the IPO market raised $54 million and provided the wings for a steep takeoff. By the end of this year the company will have some 850 units, vs. 25 when they bought control in 1992 for $17.5 million. Store sales have increased from $21 million to $384 million.

Boston Market supplants the original Boston Chicken, a name change signaling a wider choice of food that includes turkey, meat loaf, and ham--"center-of-the-plate proteins," as insiders call them (see box for other industry jargon). Says Shearer: "You don't want to be vetoed out of a three- or four-person family because you only have one protein." While customers now have to come to Boston Market to pick up their protein, the food packaging is already designed for home delivery.

Nadhir says he is totally captivated by the dynamics of change, of chaos even, and he believes the food industry will have a steady diet of it in the next few years. Boston Market will be no exception. "We've got a box [the current format], and that box will be what it has to be to be relevant to the consumer at this point in time," he says. "Unless you've got that attitude, you get ingrained in what you are doing. This opportunity exists because of a change. We're just taking advantage."

The example set by Boston Market's initial success is going through the food industry like a prune danish. There's hardly a supermarket out there not offering "rotisserie chicken" at a hot price. The company has also ruffled the feathers of PepsiCo's KFC chain. The former Kentucky Fried Chicken not only has dropped "fried" from its name but has also backed away from fried chicken itself, augmenting the high-fat model with a rotisserie version, which sheds fat as it cooks. Now the Colonel's troops have advanced heavily into family meals that feature new side dishes like Santa Fe squash. Unlike Boston Market, however, KFC stores are still stuck with a solitary center-of-the-dish protein. The Colonel's Kitchen will take the company beyond.

Among the other fast-food companies looking to expand their offerings is McDonald's, which is testing Hearth Express, restaurants designed to solve a longtime problem for the chain: Everybody eats at the Golden Arches-but nobody dines there. Hearth Express will offer comfier dining rooms and more varied menus. Arby's, which has the same problem, is adopting a similar strategy with its new Roast Towns.

Your traditional fast food--basic hamburgers and their ilk--is still key to growth for quick-service restaurants, particularly for the nonstore sales racked up at various outlets that dot the nation's malls and the like. John Martin, CEO of the Taco Bell chain, gets dyspeptic when critical analysts zero in on same-store growth while ignoring the incremental sales showing up at kiosks, school lunch programs, discount stores, or wherever a burrito and a mouth might possibly intersect. A city such as Omaha, for instance, is big enough for just 16 regular Taco Bells. But with Martin's stealth program, there are now about 150 places in Omaha to buy Taco Bell products.

Are Americans buying all these changes? You bet they are. Last year the number of U.S. restaurants rose by about 2%, which translates as an amazing 7,000 new places. Even more significant, the top 100 chains are growing at a far faster rate than the industry as a whole and this year will finally grab more than 50% of the market; that share will increase. Brinker International, which operates a collection of casual dining restaurants offering a variety of price, flavor, and atmosphere, has doubled sales to more than $1 billion since 1992. Want that upscale burger? Head for Chili's. Fun surroundings? There's Romano's Macaroni Grill. A tad more sophistication? Try Grady's American Grill. You can spend anywhere from $5 to $15 at each of these places, depending on what you order. All of them serve adult beverages. All these new strategies have pushed traditional supermarkets up against the wall. "Our business system is not as competitive as it needs to be," concedes Bob Stauth, chairman of Fleming Cos., one of the nation's largest wholesalers, with annual sales of $16 billion. Fleming, which also owns some 350 retail stores, is in the midst of a comprehensive restructuring. The company's orientation will change from that of a grocery supplier and inventory banker to an unbundled service company that also sells services such as marketing, media planning, and food-service operations. Says Stauth: "The retailers have to start thinking about selling food instead of selling groceries."

The winners are already doing so. The vanguard of the supermarket industry is a group of regional chains such as H-E-B, headquartered in San Antonio; Wegmans Food Markets in Rochester, New York; Harry's Farmers Market in Atlanta; and Richmond's Ukrop's.

The scene at a Ukrop's store near the University of Richmond around 6 p.m. is a portrait of Nineties lifestyles in action. At the grill station, a gray-haired man in a suit, a toddler riding his back, stares at the menu board. Clearly, Dad has been tasked to secure the evening meal while Mom no doubt pores over some spreadsheets elsewhere in the city.

He can order a variety of entrees, from grilled sandwiches ($3.95) to shrimp stir-fry ($4.75), or pick up any of 120 prepared items boxed in an oven- or microwave-ready container that Ukrop's developed with papermaker Westvaco. Across from the grill is a salad station and, nearby, a fast-food counter that serves rotisserie chicken, fried chicken, and fresh, custom-made gourmet pizzas. Beyond that is something called a meal station. Each week Ukrop's food-service team figures out a meal that customers can take home and cook in 15 minutes. All the ingredients are assembled in one spot, and the price for a meal for two is about $8. Says Jacquelyn G. Legg, vice president of creative food merchandising: "We have an incredible marketing opportunity; half the people who come in don't know what they want. They have open minds and empty stomachs."

Shoppers in a hurry to go home can pay at two checkouts dedicated to the fresh-food area. There is a regular grocery section for those who want to pick up some staples. Gotta eat it now? Load what you want on a tray and head for the store's nicely appointed two-level restaurant. An ice cream and coffee bar lurks nearby, ready to sate those pangs for dessert. For most of the day, lots of this space sits empty. "Traditional grocers can't stand this," laughs Bobby Ukrop, the company's president.

He should know. For the past couple of years he and his brother, James, the company CEO and vice chairman, have been trying to reevaluate everything they know about being a traditional supermarket. In 1994 they visited 20 states and Europe, trying to stay ahead of consumers. The Richmond store Bobby is standing in is already vastly different from the five-year-old model that was supposed to be the prototype. Says Bobby: "We have so much to learn. What's required of stores today is so different--for instance, the amount of food at risk."

The Ukrop brothers don't need to look far for motivation. Richmond is already a grocery graveyard: Safeway, Giant Food Inc., and Grand Union are outta here. Fresh Fields, a natural-foods grocer, lasted less than a year. On nearby Route 250, Bobby stopped counting the number of fast-food joints and restaurants a couple of years ago when he got to 40. Yet new outfits like Outback Steakhouse, Ruby Tuesday, and Chili's keep popping up like mushrooms.

Ukrop's is taking a measured approach. For instance, the company has an old-fashioned service meat counter, but the butchers have been schooled in cooking. Now they sell cuts that are marinated, seasoned, or otherwise pre-prepared. In other words, ready to cook. The idea is to provide for people who want to cook an entire meal, part of it, or none of it. Say Legg: "We have traditional groceries, and food for the people who want to make believe they are having a home-cooked meal."

Other stores are taking far more risks. In Austin, Texas, the H-E-B chain opened a store called Central Market that has at its core a revolutionary notion: no grocery aisles. Enter through the main door and you weave through a series of fresh- and specialty-food departments that include a tortilleria, bakery, sushi bar, and salad bar. A wine and beer section has extensive selections. The small grocery department is both New Age and gourmet. It offers more than 25 kinds of balsamic vinegar and a huge vitamin and food-supplement section.

Not interested in shopping for ingredients? Fine, just enter through the other door: to your left is Cafe on the Run, a series of refrigerator cases containing dozens of prepared dishes, fresh pasta and sauces, a salad bar, exotic cheeses, and an olive and pickle bar. The frozen-food case is here too, in a spot most grocers would consider totally out of place.

If reheating seems too taxing, turn right, and the Central Market Cafe offers five food stations: a bakery, a bistro that even has vegan (strictly vegetarian) entrees, Chinese, pasta/pizza, and "cowboy cuisine," where you can lasso yourself some barbecue. You can take these meals home or stay in the store, enjoying a repast in a pleasant, 314-seat indoor-outdoor dining area that has live music at the dinner hour.

Though chains such as Wegmans are building similarly advanced stores, these new concepts are few and far between. Right now, the momentum is going the other way. Says Bob Siegel of the Restaurant Consulting Group in Evanston, Illinois: "If you consider the ages of the industries, restaurants are considerably younger and in a much higher state of evolution. I think their advantage can be sustained."

The supermarkets won't go down without a fight, and the industry will probably invest another $7 billion before the decade's end. That can only mean one thing. The war between all the food-supplying species to fill America's stomach would have rocked Darwin on his heels.