<PAGE>
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C. 20549
 
                     ----------------------

                            FORM 10-K

                FOR ANNUAL AND TRANSITION REPORTS
             PURSUANT TO SECTIONS 13 OR 15 (d) OF THE 
                 SECURITIES EXCHANGE ACT OF 1934

(Mark One)

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1995

                            OR

/ / 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 1-8452

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

                    THE VONS COMPANIES, INC.
     (Exact name of registrant as specified in its charter)

             Michigan                             38-1623900
 (State or other jurisdiction of             (I.R.S. Employer
  incorporation or organization)              Identification No.)

         618 Michillinda Avenue, Arcadia, California 91007
       (Address of principal executive offices and zip code)
 
Registrant's telephone number, including area code (818) 821-
7000

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

Securities registered pursuant to Section 12(b) of the Act:

Title  of each class  Name of each exchange on which registered
--------------------  -----------------------------------------
Common Stock, $.10 
par value per share              New York Stock Exchange
 
                     ---------------------- 
Securities registered pursuant to section 12(g) of the Act:
 
                              None
                        (Title of class)

     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
                                               ---    ---
     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]

     Aggregate market value of voting stock held by non-
affiliates of the registrant as of February 23, 1996:  Common
Stock, par value $.10 per share - $788,551,290.
 
      The number of shares of Common Stock outstanding as of
February 23, 1996 - 43,564,457.

     DOCUMENTS INCORPORATED BY REFERENCE:  Portions of the Annual
Report to Shareholders for fiscal year ended December 31, 1995
are incorporated by reference into Parts II and IV.

     Portions of the Proxy Statement for the Annual Meeting of
Shareholders to be held on May 8, 1996, are incorporated by
reference into Part III, to be filed no later than May 5, 1996.
<PAGE>
<PAGE>

                              PART I

ITEM 1: BUSINESS

General

     The Vons Companies, Inc. ("Vons" or the "Company") is one of
the largest supermarket chains in Southern California based on
sales.  As of December 31, 1995, Vons operated 328 supermarkets
and food and drug retail stores.  Vons also operates a fluid milk
processing facility, an ice cream plant, a bakery and
distribution facilities for meat, grocery, produce and general
merchandise.  Stores operate under the  "Vons"  and "Pavilions"
names.  The Company's marketing platform is built on offering the
customer greater value than found elsewhere by combining
competitive pricing with superior selection, quality, service and
convenience. 

     Vons grocery business was founded in 1906.  From 1969
until December 1985, it was owned, along with certain other
merchandising businesses, by Household International, Inc.  In
1985, these merchandising businesses were acquired in a leveraged
buyout by a newly formed corporation which kept the grocery
business and sold all of the other merchandising businesses.  The
newly formed corporation was subsequently merged in 1987 with and
into Allied Supermarkets, Inc., a Michigan corporation
("Allied"), and the surviving corporation was renamed The Vons
Companies, Inc., a Michigan corporation.  Simultaneously with the
merger, substantially all of the business previously operated by
Allied was sold to a company organized by the former management
of Allied, leaving the Company with operations located only
in Southern California, as they existed prior to the merger. 

     On August 29, 1988, the Company purchased substantially all
of the operations of Safeway, Inc. ("Safeway") in Southern
California.  At the time of the acquisition (the "Safeway
Acquisition"), these operations included 162 supermarkets and
manufacturing and distribution facilities.  As a result of the
Safeway Acquisition and other purchases of Vons common stock,
Safeway, through a wholly-owned subsidiary, is Vons largest
shareholder, with approximately 35% of the outstanding shares of
Vons common stock.  Safeway is an affiliate of Kohlberg Kravis
Roberts & Co.

Strategic Repositioning and Restructuring

     In response to the weak economic environment in the regions
it serves and other factors having a negative impact on sales,
the Company commenced, in third quarter 1993, a strategic
repositioning program which emphasized lower everyday shelf
prices and improved customer service.  In addition, the Company
implemented a cost containment and strategic restructuring
program to partially offset the costs of the strategic
repositioning program.

     As part of the strategic repositioning program, the Company
introduced the "Vons Value Program" in January 1994.  Consistent
with the Vons Value Program, the 1995 marketing campaign
incorporated the slogan "Vons Is Value."  These programs
emphasize the Vons Value formula which combines competitive
prices with customer service and high quality products.  Newly
reduced prices, advertised weekly specials, free membership club
savings and double coupons are integral parts of the Vons
offering.  Another important component of the Vons Value Program
is an increase in the amount of labor allocated for customer
service and check-out which the Company believes has increased
customer satisfaction. 

     The cost containment and strategic restructuring program,
undertaken in 1993, included the accelerated closure of
underperforming facilities, a reduction in administrative and
support staff positions and the closure of a distribution
facility.  With the closure of the San Diego distribution
facility in 1995, substantially all of the cost containment and
strategic restructuring initiatives have been executed.

     The Company's programs are long-term strategies.  In
aggregate, these programs are initially intended to benefit sales
by funding lower prices and promotions, which in turn will
improve the Company's ability to achieve strong, sustainable
earnings growth.

Store Formats

     The Company operates under the Vons and Pavilions formats. 
Each format is designed for a different customer segment as
evidenced by the store location, appearance and product
offerings.  A key strategy of the Company is to tailor its store
and merchandise offerings to reflect its diverse customer base. 

     The Company supports its stores with centralized functions
for marketing, advertising, buying, real estate development,
management information systems, distribution, manufacturing,
accounting and administration to maximize operating leverage and
profitability.

     Both store formats, Vons and Pavilions,  offer extensive
assortments of food products, including departments for dry
groceries, produce, meat, seafood, dairy, wine and liquor.  The
majority of stores offer such service departments as hot
bakeries, service floral, delicatessens, service meat departments
and banking facilities.  While most Vons stores offer limited
assortments of general merchandise, including greeting cards and
health and beauty care items, many Pavilions stores offer a
larger health and beauty care department including cosmetics.
Selected stores offer a party shop, sausage and smoke shop, bagel
shop, sushi bar and high quality prepared Chinese food.
Approximately one-third of the stores offer full-service
pharmacies.

New Store Openings and Store Remodel Projects

     The Company will continue to augment sales growth through
the continuation of its new store opening program and ongoing
chainwide remodel program.  The Company plans to open 16 new
stores, including ten replacement stores, in 1996.  In 1995, the
Company maintained its goal of having 80% of its stores either
newly opened or remodeled within the preceding five years.

     The Company's new store opening program does not include the
effect of any possible store acquisition opportunities which
might arise in the future.

     Store remodel projects enable Vons to present a store
appearance consistent with Vons evolving store formats and to
continuously update the store base through the introduction,
where possible, of service departments and new merchandising
modules, which are intended to generate higher gross margins and
build store traffic.  Vons remodel program includes
remerchandising to reflect a contemporary design and decor
package including selected fixture replacements.  The Company
completed 37, 14 and 59 store remodel projects in 1995, 1994 and
1993, respectively.

     Vons capital expenditures for store projects were $130.5
million and $120.0 million in 1995 and 1994, respectively.  It is
anticipated that 1996 capital expenditures for Vons store
projects will be funded out of cash provided by operations,
revolving debt and/or through operating leases.  The capital
expenditure program has substantial flexibility and is subject to
revision based on various factors, including but not limited to
business conditions, changing time constraints, cash flow
requirements and competitive factors.

     The following table shows, by store format, the number of
Vons stores in operation at the end of each of the years
indicated and the number of stores opened, closed or converted
during each year:<PAGE>
<TABLE>

<CAPTION>
                                VONS     PAVILIONS    TIANGUIS     EXPO      TOTAL 
                               ------    ---------    --------    ------    ------
<S>                            <C>       <C>          <C>         <C>       <C> 
1993:
Beginning store count......       304           32           9         -       345
Stores opened..............         8            -           -         4        12
Stores closed or sold......       (12)           -           -         -       (12)
Store format conversions...         5            -          (6)        1         -
                               ------    ---------    --------    ------    ------
Ending store count.........       305           32           3         5       345
                               ------    ---------    --------    ------    ------
1994:
Stores opened..............         6            -           -         -         6
Stores closed or sold......       (17)           -           -         -       (17)
Store format conversions...        (1)           1          (3)        3         -
                               ------    ---------    --------    ------    ------
Ending store count.........       293           33           0         8       334
                               ------    ---------    --------    ------    ------

1995:
Stores opened..............        13            -           -         -        13
Stores closed or sold......       (11)           -           -        (8)      (19) 
                               ------    ---------    --------    ------    ------
Ending store count.........       295           33           0         -       328
                               ------    ---------    --------    ------    ------
                               ------    ---------    --------    ------    ------
Average gross square
  feet per store at 
  December 31, 1995........    35,100       43,100           -         -    35,900 
                               ------    ---------    --------    ------    ------
                               ------    ---------    --------    ------    ------

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


/TABLE
<PAGE>
     In response to negative sales trends, the Company critically
assessed the performance of its entire store network in 1993 and
1994 and identified 27 underperforming stores for closure, which
included the Tianguis and EXPO store formats.  Underperforming
stores are stores which do not satisfy the Company's strategic
requirements for growth, profitability, customer satisfaction,
market area penetration and/or other factors.  Management
believed that these stores would not meet these requirements at
any time in the foreseeable future, even with a significant
commitment of management and financial resources.  In
consideration of the Company's leaner management structure as a
result of its restructuring efforts and its commitment to its new
store capital program, the Company determined that its available
resources would be better utilized on the remaining store base. 
Additionally, the Company closes stores based on replacement
strategies or lease renewals.  Management expects to continue
these types of store closures in the future.

Marketing and Competition

     Southern California is one of the largest and most
competitive markets for retail grocery sales in the United
States.  Vons store network ranges from Fresno on the north to
the Mexican border on the south and from the Pacific Ocean on the
west to Clark County, Nevada on the east.  This market area
includes Fresno, Imperial, Inyo, Kern, Los Angeles, Madera, Mono,
Orange, Riverside, San Bernardino, San Diego, San Luis Obispo,
Santa Barbara, Tulare and Ventura counties in California as well
as Clark County, Nevada. 

     Vons faces a number of major as well as smaller competitors
in its market.  The Company believes that in recent years the
increase in the number of competitors' stores and the entrance of
new competitors in its market area have intensified competition.
In addition, convenience stores, drug stores, mass merchandisers,
specialty stores, warehouse stores, membership stores as well as
discount stores and fast food and other restaurants compete for
the same customers.  This trend is expected to continue.  

     The merger of two of the Company's major competitors, Food 4
Less Supermarkets, Inc. and Ralphs Grocery Company (the "Ralphs
Merger") was completed on June 14, 1995.  This merger has
resulted in a change in the composition of the Company's
competitors as certain trade names were eliminated and store
format conversions occurred.  In addition in February 1996,
certain of the Smith's Food and Drug Centers in Southern
California were sold to other supermarket operators including 
the Company and others were closed awaiting sale for 
supermarket or other use (the "Smith's Southern 
California Disposition").  The Company does not believe 
that the effects of the Ralphs Merger or the Smith's 
Southern California Disposition on the already competitive
marketplace will have a material impact on the Company's 
sales and earnings prospects.

     Both of the Company's store formats utilize promotional
buying opportunities to pass along special values to their
customers.  Also, stores offer customers additional savings
through the use of double coupons, advertised weekly specials
and a free membership club.  This club offers customers
special values and programs and enables the Company and its
vendors to target specific customer segments and better
understand household buying behavior.  Vons is the only operator
in its market area to offer this free membership club to its
customers.  Vons marketing and communication strategy is based on
a combination of direct mail, newspaper, television and radio.

     The principal competitive factors in the retail supermarket
business include price, fast friendly service, quality of
products, breadth of product assortment, store condition and
store location.  Customers, in response to recessionary
conditions in Southern California, are placing greater emphasis
on price.  Vons has responded to this trend through the Vons
Value Program which entailed lowering prices on over 12,000
items in 1994.  Vons believes that its strength is its ability to
deliver a high value shopping experience through a blend of high
quality products, superior customer service and product
assortments at competitive prices combined with VonsClub, double
coupons and advertised weekly specials.

Merchandising and Store Operations

     An average store offers approximately 30,000 to 40,000
merchandise items.  Vons has historically emphasized brand-name
grocery products and quality and freshness in its produce, meat
and seafood selections.  Vons carries private brand
products as well as its proprietary Jerseymaid dairy products in
the grocery, delicatessen, frozen food, bakery, health and beauty
care and general merchandise departments of its stores.
The private brand "Select" was introduced in 1994.  This upscale
private brand offers additional opportunities for sales and
profits.  In 1994, the Company set a goal of increasing private
brand sales to 16% of sales.  In 1995, the Company surpassed this
goal with private brand sales accounting for 17% of sales.  The
Company intends to increase this percentage over time through
marketing its branded items and introducing additional
private brand items including those under the "Select" label.

     In conjunction with its restructuring program, Vons is
committed to being the low cost operator in the market areas it
serves.  Vons strategy is to continue to decrease its operating
costs through aggressive buying, introduction and maintenance
of various merchandising and technological innovations and
stringent cost controls.

     The Company is actively pursuing productivity and cost
reduction initiatives as part of an industry-wide effort known as
Efficient Consumer Response ("ECR").  As part of this effort, an
information-driven support system which tracks scanned purchases,
advertising and promotions on a store-specific basis is being
installed to provide information for efficient ordering.  This
system also assists category managers to achieve their goal of
efficient assortment which reduces the number of products
offered without compromising customer satisfaction.  A
neighborhood-specific product assortment with efficient space
management improves in-stock conditions and reduces inventory.

     Vons has developed systems to give store managers more
control over store merchandising needs.  The Company improves the
consistency of store operations through its policy to develop
store managers internally.  All store managers participate in a
bonus program which is based primarily upon their individual
store sales and profit as well and are included in the Company's
stock option program.

     Through technological innovation, Vons has experienced
improved operational efficiency.  All Vons stores are equipped
with an electronic receiving system for products delivered
directly to stores by vendors, electronic time and attendance
reporting and computerized labor scheduling.  Vons central
buying office monitors warehouse inventory levels and product
movement daily for buyer analysis and action.  Vons utilizes a
category management system which combines the buying and
merchandising functions.  The Company has upgraded these systems
to enable category managers to more effectively analyze data. 

Support and Other Services

     In 1995, the Company operated a fluid milk processing
facility, an ice cream plant and a central bakery.

     Vons operates distribution facilities in California, located
in El Monte and Santa Fe Springs.  The Company closed its San
Diego facility in third quarter 1995, eliminating redundant
distribution capacity.  The Company utilizes computerized
inventory and labor management systems throughout its
distribution network.  As of December 31, 1995, Vons operated
a fleet of 441 tractors and 1,160 trailers, of which 105 and 182,
respectively, were leased and the remainder were owned.  The
Company's transportation department utilizes on-board electronic
trip recorders to monitor travel times and a sophisticated
computerized routing system.  Approximately 77% of store sales in
1995 represented inventories supplied by these distribution
facilities, and the balance was delivered directly to the stores
by vendors.

Governmental Regulation

     Vons is subject to regulation by a variety of governmental
agencies, including the California Department of Alcoholic
Beverage Control, the California State Board of Pharmacy, the
California Department of Agriculture, the U.S. Food and Drug
Administration, the U.S. Department of Agriculture and state and
local health departments and weights and measures agencies. 

     In connection with the Safeway Acquisition, Vons, Safeway
and certain other parties entered into a consent order (the
"Consent Order") with the Federal Trade Commission (the "FTC")
whereby Vons divested three retail grocery stores and Safeway
divested nine retail grocery stores to competitors in Southern
California.  The Consent Order, among other things, also limits
for ten years the acquisition by Vons of existing supermarkets
from any other party in certain trade areas where both Vons and
Safeway operated stores prior to the Safeway Acquisition,
allowing a specified number of such acquisitions within any 12-
month period in some areas and prohibiting acquisitions in
others.

     In connection with the Williams Bros. acquisition, the
Company entered into a consent order with the FTC whereby the
Company divested one of the Williams Bros. store locations and
among other things, agreed to seek FTC approval before acquiring
any supermarket, or any interest in any company owning a
supermarket, in San Luis Obispo County for ten years.

Employees

     At December 31, 1995, Vons employed approximately 10,800
full-time and 18,800 part-time employees as follows:

<TABLE>
<CAPTION>
                                             Non-
                                Union       Union        Total
                                ------      ------      -------
<S>                             <C>         <C>         <C>
Hourly..................        27,700         600       28,300
Salaried................            -        1,300        1,300
                                ------      ------      -------
Total Employees.........        27,700       1,900       29,600
                                ------      ------      -------
                                ------      ------      -------

</TABLE>

     In the fall of 1994, the Company negotiated a four-year
contract with the International Brotherhood of Teamsters'
Union. 

     In the fall of 1995, the Company negotiated a four-year
contract with the United Food and Commercial Workers'
International Unions.

     Like its major competitors, pursuant to its various
collective bargaining agreements, Vons contributes to Taft-
Hartley multi-employer, joint pension plans.  Under pertinent
law, a participating employer which totally or partially
withdraws from such a pension plan could be liable for unfunded
vested benefits, which could be substantial.

Insurance

     Vons carries insurance customary in the supermarket industry
to protect the Company against catastrophic loss, including
earthquake insurance.  The Company is approved in both California
and Nevada to self-insure workers' compensation and general
liability exposures and maintains third-party insurance for loss
exposures in excess of self-insured retentions and deductibles. 

Executive Officers of the Registrant

     Set forth below is certain information concerning the
executive officers of the Company:

<TABLE>
<CAPTION>

Name                       Age        Position
----                       ---        --------
<S>                        <C>        <C>

Lawrence A. Del Santo      62         Chairman of the Board
                                      and Chief Executive Officer

Richard E. Goodspeed       59         President and Chief
                                      Operating Officer

Phillip E. Hawkins         44         Senior Vice President
                                      Stores

Susan M. Klug              36         Senior Vice President
                                      Marketing

Pamela K. Knous            41         Executive Vice President,
                                      Chief Financial Officer and
                                      Treasurer

Terry R. Peets             51         Executive Vice President

Harold E. Rudnick          47         Senior Vice President
                                      Retail Purchasing

Terrence J. Wallock        51         Executive Vice President,
                                      General Counsel and
                                      Secretary
</TABLE>

     Officers are elected annually and are subject to removal at
any time, with or without cause, by the Company's Board of
Directors, subject to all rights under employment contracts, if
any.

     Mr. Del Santo was appointed Chairman of the Board in May
1995.  He served as Director and Vice Chairman of the Board from
April 1994 to May 1995.  Mr. Del Santo continues to serve as
Chief Executive Officer of the Company, a position he has held
since April 1994.  Prior to joining the Company, Mr. Del Santo
was Senior Executive Vice President and Chief Operating Officer -
Food of American Stores Company from March 1993 to April 1994. 
From April 1989 to March 1993, Mr. Del Santo was Chairman of
Lucky Stores, Inc.

     Mr. Goodspeed was elected a Director of the Company on
February 21, 1996.  Mr. Goodspeed also continues in the position
of President and Chief Operating Officer of the Company, to
which he was appointed in April 1994.  Prior to joining the
Company, Mr. Goodspeed was Executive Vice President - Food of
American Stores Company and President and Chief Operating Officer
of Lucky Stores, Inc. a position he held since September 1988.

     Mr. Hawkins was appointed Senior Vice President, Stores of
the Company in June 1995.  Mr. Hawkins served as Senior Vice
President, Vons from April 1994 to June 1995 and as Group Vice
President, Perishables from August 1992 to April 1994.  Mr.
Hawkins had been Vice President & General Manager, Pavilions from
April 1991 to August 1992 and Vice President, Sales and Marketing
of the Company from November 1989 to April 1991.
   
     Ms. Klug was appointed Senior Vice President, Marketing of
the Company in October 1994.  Prior to joining the Company, Ms.
Klug had been with Catalina Marketing in various positions since
1989, rising to the position of Vice President of Western United
States.

     Ms. Knous was appointed Treasurer of the Company in December
1995 and continues in the position of Executive Vice President
and Chief Financial Officer of the Company, which she has held
since May 1995.  Ms. Knous served as Senior Vice President and
Chief Financial Officer from July 1994 to May 1995.  Ms. Knous
was Group Vice President, Finance of the Company from November
1993 to July 1994.  From April 1991 to November 1993, Ms. Knous
was Vice President, Finance of the Company.  From 1989 to 1991,
Ms. Knous served as partner at KPMG Peat Marwick LLP.

     Mr. Peets was appointed Executive Vice President of the
Company in September 1995.  Prior to joining the Company, Mr.
Peets had been with Ralphs Grocery Company in various positions
since 1977, rising to the position of Executive Vice President.

     Mr. Rudnick was appointed Senior Vice President, Retail
Purchasing of the Company in May 1995.  Mr. Rudnick served as
Senior Vice President, Procurement of the Company from April 1994
to May 1995.  Mr. Rudnick was Group Vice President, National
Accounts of the Company from June 1992 to April 1994.  From
October 1985 to June 1992, Mr. Rudnick was Vice President,
Grocery/Frozen Food Service of the Company.

     Mr. Wallock was appointed Executive Vice President and
General Counsel of the Company in November 1993 and continues in
the position of Secretary of the Company which he has held since
March 1991.  Mr. Wallock was Senior Vice President, Chief Legal
and Security Officer of the Company from August 1991 to November
1993.  From March 1991 to August 1991, Mr. Wallock was Senior
Vice President and General Counsel of the Company.  From 1977 to
1991, Mr. Wallock served as counsel to Denny's Inc., rising to
the position of Vice President, General Counsel and Secretary.


ITEM 2: PROPERTIES

     As of December 31, 1995, the Company leased 239 of its
stores and owned 89 of its stores.  At December 31, 1995, 204 of
the Company's leases provided for contingent rental based on a
percentage of sales over specified amounts, which typically range
from 1.0% to 1.5% of total gross sales, less amounts expended for
common area maintenance, real estate taxes and insurance; the
balance had no percentage rent clauses.  Store leases have
various expiration dates through 2019.  Renewal options range up
to 40 years.  The following table lists the number of such
store leases for open stores that are due to expire (assuming
exercise of all renewal options) in each of the specified
periods:

<TABLE>
<CAPTION>
                                        Number of
              Calendar Years         Expiring Leases
              --------------         ---------------
              <S>                    <C>             
              1996-2000..........                  6
              2001-2005..........                 16
              2006-2010..........                 22
              2011-2015..........                 23
              2016-2020..........                 27
              2021 and thereafter                145

</TABLE>

     The Company has a $113.0 million mortgage loan on 51
properties requiring monthly principal and interest payments
of approximately $1.0 million with a one-time payment of
approximately $111.0 million in July 1997.  The Company has other
real estate notes and mortgages covering seven properties
totaling $13.5 million due in varying monthly installments with
maturity dates from 1997 to 2009.

     The Company's stores are usually located in active shopping
centers and generally have several co-tenants, which typically
include a drugstore; although the newer stores, which are usually
food and drug combination stores, tend to be in shopping centers
without drugstores.

     The Company owns distribution and manufacturing facilities
in El Monte, California, which are located on approximately 63
acres of land.  The El Monte facilities include two warehouses
with an aggregate of 764,000 square feet and a meat cooking
facility, including a warehouse with an aggregate of 256,000
square feet.

     The Company leases a distribution facility located in Santa
Fe Springs, California.  This distribution facility includes
several warehouses and a maintenance operation.  The facility
covers approximately 1,040,000 square feet located on
approximately 78 acres of land.  The lease expires in 2001 with
two five-year and one one-year options to extend.

     The Company operates a 450,000-square-foot forward buy
warehouse located in the City of Industry, California under a
lease expiring in 1996 with two three-year options to extend. 
The Company also leases a 95,000-square-foot frozen food
distribution facility in Ontario, California under a lease
expiring in 1996 with three six-month options to extend.  The
Company closed its distribution facility in San Diego, California
in third quarter 1995.  The lease on the San Diego
facility is scheduled to expire in 2002, and the Company is in
the process of disposing of this property.

     The Company owns a 244,000-square-foot building in Arcadia,
California, used for its corporate administrative offices.

     The manufacturing operations consist of a fluid milk
processing facility, an ice cream plant and a bakery, all leased
and located in the City of Commerce, California.  The leases for
the fluid milk processing facility and ice cream plant expire in
1996 with two five-year options to extend.  The lease for the
bakery expires in 1997 with three five-year options to extend.

ITEM 3: LEGAL PROCEEDINGS

     In addition to routine litigation incidental to the conduct
of its business, the Company has been named in a number of
lawsuits in state and Federal courts in Washington, Nevada, Idaho
and California arising from claims of food-borne illness that
allegedly was contracted from the consumption of hamburgers at
certain Jack-In-The-Box restaurants in early 1993.  The
restaurants involved were either directly operated by Jack-In-
The-Box, a division of Foodmaker, Inc. ("Foodmaker"), or through
franchisees.  The suits allege that the hamburger patties in
question were processed by the Company before being cooked and
served by a Jack-In-The-Box outlet.  The plaintiffs in these
actions seek unspecified damages for illnesses ranging from minor
diarrhea to serious kidney and intestinal infection.  Several
deaths are alleged to have resulted from the incidents and, in
those cases, the plaintiffs seek damages for wrongful death.  The
Company is insured against various losses, including those for
bodily injury.

     The Company also has been named as a defendant in a suit
filed on July 2, 1993, in the Superior Court of the State of
California for the County of San Diego, by franchisees of
Foodmaker who operate Jack-In-The-Box outlets in various states. 
Also named as defendants were Foodmaker and a number of meat
suppliers and slaughterhouses.  The complaint seeks an estimated
$100 million for lost profits and compensation for an alleged
reduction in the value of the franchisees' businesses, as well as
unspecified damages for alleged emotional distress.  On July 19,
1993, Foodmaker filed a cross-complaint against the Company and
subsequently voluntarily dismissed a separate action which it had
previously brought.  The cross-complaint asserts various tort and
contract theories and seeks, among other things, indemnity as
well as lost profits and compensation for a reduction in
Foodmaker's stock price.  Foodmaker's cross-complaint seeks
unspecified damages, although the Company has been advised that
Foodmaker may potentially claim damages of approximately $400
million, including the aforesaid claims of the franchisees.

     The Company is vigorously contesting the lawsuits against it
and has filed its own cross-complaint against Foodmaker and
certain of its franchisees seeking damages in an amount
substantially higher than the amount of damages claimed by
Foodmaker.

     In addition to the cases discussed above, the Company, along
with the other major supermarket chains in Southern California,
has been named as a defendant in three nearly identical class
action lawsuits filed in late November and early December 1992 in
the Superior Court of the State of California for the County of
Los Angeles.  In these cases the plaintiffs alleged claims for
antitrust violations, restraint of trade and false advertising in
connection with the pricing of fluid milk in Los Angeles County,
seeking unspecified damages and injunctive relief.  While
admitting no liability, the Company has entered into a proposed
settlement agreement with respect to these cases, subject to the
approval of the court.

     The Company believes that the above-described lawsuits are
unlikely to result in liability which would be material to the
consolidated financial position of the Company.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to the security holders of
the Company for a vote during the quarter ended December 31,
1995.

<PAGE>

                             PART II

ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
        SHAREHOLDER MATTERS

     Vons common stock is listed on the New York Stock Exchange
("NYSE") (Symbol-VON).  The shares have been listed on the NYSE
since March 20, 1986.  As of January 31, 1996, there were
approximately 6,858 shareholders of record.  The table below sets
forth the high and low sales prices for Vons common stock as
reported on the NYSE Composite Tape during the fiscal periods
specified:

<TABLE>
<CAPTION>

                        52 Weeks Ended         52 Weeks Ended
                         December 31,             January 1,
                             1995                    1995
                       -----------------      -----------------
                         High      Low          High      Low
                         ----      ---          ----      ---
<S>                    <C>       <C>          <C>       <C>
First quarter.....     $20 3/4   $17 5/8      $18 5/8   $16 1/8
Second quarter....      21 7/8    19 1/4       18 3/8    16
Third quarter.....      24 3/8    20 1/4       18 5/8    15 1/8
Fourth quarter....      28 1/4    22 7/8       21 1/2    17 3/4


</TABLE>

     The Company paid no dividends on its common stock in fiscal
years 1995, 1994, and 1993.  Certain Company debt agreements
restrict the Company from paying cash dividends or making other
distributions on stock under certain circumstances.  Under its
most restrictive debt agreement, the Company had $83.0 million
available for dividends and distributions at December 31, 1995.
See "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Liquidity and Capital Resources" and
Note 6 to the Consolidated Financial Statements contained in the
Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1995 incorporated herein by reference.

ITEM 6: SELECTED FINANCIAL DATA

     See "Five-Year Selected Financial Data" contained in the
Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1995 incorporated herein by reference.

ITEM 7:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

     See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in the Company's
Annual Report to Shareholders for the fiscal year ended
December 31, 1995 incorporated herein by reference.

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Financial statements and supplementary data as set forth in
Item 14(a) of Part IV of this document are incorporated herein by
reference.

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURES

     None.

<PAGE>
                             PART III

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this Item is incorporated by
reference from the Company's definitive Proxy Statement for the
Annual Meeting of Shareholders to be held May 8, 1996, where it
appears under the caption "Election of Directors."  The
information set forth under Item 1 of this Form 10-K under the
caption "Executive Officers of the Registrant" is also
incorporated herein by reference.

ITEM 11: EXECUTIVE COMPENSATION

     The information required by this Item is incorporated by
reference from the Company's definitive Proxy Statement for the
Annual Meeting of Shareholders to be held May 8, 1996, where it
appears under the caption "Executive Compensation."

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

     The information required by this Item is incorporated by
reference from the Company's definitive Proxy Statement for the
Annual Meeting of Shareholders to be held May 8, 1996, where it
appears under the caption "Principal and Management
Shareholders."

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this Item is incorporated by
reference from the Company's definitive Proxy Statement for the
Annual Meeting of Shareholders to be held May 8, 1996, where it
appears under the captions "Executive Compensation - Compensation
Committee Interlocks and Insider Participation" and "Certain
Transactions."

                          PART IV

ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
         FORM 8-K

     (a)  Exhibits and Financial Statements and Schedules

          (1)   Financial Statements

                  The following items contained in the Company's
                  Annual Report to Shareholders for the fiscal
                  year ended December 31, 1995 are incorporated
                  by reference into Part II of this report.

                                                     Pages in
                                                      Annual
                                                     Report to
                                                   Shareholders 
                                                   ------------

                  Financial Statements:

                    Consolidated Statements of 
                      Operations for the fiscal
                      years ended December 31, 1995,
                      January 1, 1995 and 
                      January 2, 1994..............      21

                    Consolidated Balance Sheets as
                      of December 31, 1995 and 
                      January 1, 1995..............      22
 
                    Consolidated Statements of Cash
                      Flows for the fiscal years
                      ended December 31, 1995,
                      January 1, 1995 and 
                      January 2, 1994..............      23

                    Consolidated Statements of 
                      Shareholders' Equity for the 
                      fiscal years ended December 31,
                      1995, January 1, 1995 and
                      January 2, 1994..............      24

                    Notes to the Consolidated 
                      Financial Statements.........   25-35  

                  Independent Auditors' Report.....      36

          (2)   Schedules
   
                  Schedules are omitted because of the absence
                  of the conditions under which they are
                  required.

          (3)   Exhibits

                  See index to exhibits immediately following
                  Signatures.

     (b)  Reports on Form 8-K

          No reports on Form 8-K were filed during the quarter
            ended December 31, 1995.
<PAGE>
<PAGE>
                           SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                       THE VONS COMPANIES, INC.
 
                               /S/ LAWRENCE A. DEL SANTO
                       By:     --------------------------------
                                   Lawrence A. Del Santo
                                   Chairman of the Board and
                                   Chief Executive Officer

                       Date:   March 4, 1996
 
     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant in the capacities and on the
dates indicated.

      Signature                       Title              Date
      ---------                       -----              ----


/S/ LAWRENCE A. DEL SANTO         Chairman        March 4, 1996
---------------------------------  of the Board
    Lawrence A. Del Santo          and Chief 
                                   Executive
                                   Officer 

/S/ PAMELA K. KNOUS               Executive Vice  March 4, 1996
---------------------------------  President,
    Pamela K. Knous                Chief Financial
                                   Officer (Chief 
                                   Accounting
                                   Officer) and
                                   Treasurer

/S/ STEVEN A. BURD                Member-Board    March 4, 1996
---------------------------------  of Directors
    Steven A. Burd

/S/ WILLIAM S. DAVILA             Member-Board    March 4, 1996
---------------------------------  of Directors
    William S. Davila

/S/ FRITZ L. DUDA                 Member-Board    March 4, 1996
---------------------------------  of Directors
    Fritz L. Duda 

/S/ JAMES H. GREENE, JR.          Member-Board    March 4, 1996
---------------------------------  of Directors
    James H. Greene, Jr.

/S/ JOHN M. LILLIE                Member-Board    March 4, 1996
---------------------------------  of Directors
    John M. Lillie

                                  Member-Board    March __, 1996
---------------------------------  of Directors
    Robert I. MacDonnell

/S/ PETER A. MAGOWAN              Member-Board    March 4, 1996
---------------------------------  of Directors        
    Peter A. Magowan

/S/ CHARLES E. RICKERSHAUSER, JR. Member-Board    March 4, 1996
---------------------------------  of Directors
    Charles E. Rickershauser, Jr.

/S/ ROGER E. STANGELAND           Member-Board    March 4, 1996
---------------------------------  of Directors
    Roger E. Stangeland

                                  Member-Board    March __, 1996
---------------------------------  of Directors
    William Y. Tauscher

                                  Member-Board    March __, 1996
---------------------------------  of Directors
    Richard E. Goodspeed
<PAGE>
<PAGE>
                   THE VONS COMPANIES, INC. AND SUBSIDIARIES

                               INDEX TO EXHIBITS

The following exhibits are filed as a separate section of this report:

Exhibit
  No.         Description of Exhibit            Sequentially Numbered Page
-------       ----------------------            --------------------------


13        Portions of the Annual Report
          to Shareholders for the
          fiscal year ended December 31,
          1995.

24        Independent Auditors' Consent.

27        Financial Data Schedule.

        Management Contracts or
        Compensatory Plans or
        Arrangements:

10.11.1   Amendment 1994-1 dated  
          December 23, 1994 to The 
          Vons Companies, Inc.
          401(k) Wrap-Around Plan
          effective October 18, 1993.

10.17     The Vons Companies, Inc. 1996 
          Officer and Administrative 
          Bonus Plan.
<PAGE>
                   THE VONS COMPANIES, INC. AND SUBSIDIARIES

                               INDEX TO EXHIBITS

The following exhibits are incorporated herein by reference:

Exhibit
  No.         Description of Exhibit         Incorporated By Reference From
-------       ----------------------         ------------------------------
3.1       Amended Restated Articles of       Exhibit 3.1 to Registrant's
          Incorporation of the Registrant    Annual Report on Form 10-K for
          as amended on May 13, 1992.        fiscal year ended January 3,
                                             1993.

3.2       By-Laws of the Registrant as       Exhibit 3.2 to Registrant's
          amended on November 28, 1990.      Annual Report on Form 10-K for
                                             fiscal year ended December 30,
                                             1990.

4.1       Indenture by and among the         Exhibit 4.2 to Registrant's
          Registrant and Chemical Bank,      Statement No. 33-45430 on Form
          as Trustee, dated February 15,     S-3.
          1992.

4.1.1     Officers' Certificate and Note     Exhibits 4.1 and 4.2 to
          regarding the 9-5/8% Senior        Registrant's Report on Form
          Subordinated Notes due April 1,    8-K dated March 17, 1992.
          2002.

4.1.2     Officers' Certificate and Note     Exhibits 4.1 and 4.3
          regarding the 8-3/8% Senior        to Registrant's Report on Form
          Subordinated Notes due             8-K dated September 24, 1992.
          October 1, 1999.

4.2       Indenture between Registrant       Exhibit 2 to Registrant's
          and National Bank of Detroit,      Report on Form 8-K dated
          as Trustee, dated May 15, 1986,    May 15, 1986.
          including form of 6-5/8% Senior
          Subordinated Debentures due
          1998 attached as Exhibit A
          thereto.

10.1      Revolving Loan Agreement           Exhibit 10.1.6 to Registrant's 
          dated February 17, 1995            Quarterly Report on Form 10-Q
          by and among the Registrant,       for quarter ended March 26, 1995.
          the banks named therein, and 
          Bank of America NT & SA
          and The Chase Manhattan Bank,
          N.A. as managing agents.





10.1.1    Amendment to Revolving Loan        Exhibit 10.1.7 to Registrant's 
          Agreement dated February 17,       Quarterly Report on Form 10-Q
          1995 by and among the              for quarter ended October 8,
          Registrant, the banks named        1995.
          therein, and Bank of America
          NT & SA and The Chase 
          Manhattan Bank, N.A. as
          managing agents.

10.2      Metropolitan Life Insurance        Exhibit 10.13 to Registrant's
          Company loan to the Registrant     Annual Report on Form 10-K for
          represented by Deed of Trust       fiscal year ended January 3,
          and Security Agreement             1988.
          Assignment of Rents and
          Fixture Filing dated July 22,
          1987 by and among the 
          Registrant, as Trustor,
          Ticor Title Insurance
          Company, as Trustee and 
          Metropolitan Life Insurance
          Company, as Beneficiary.

10.3      Standstill Agreement dated         Exhibit 10.20 to Registrant's
          December 3, 1987 by and among      Annual Report on Form 10-K for
          the Registrant, Safeway            fiscal year ended January 3,
          Southern California, Inc.,         1988.
          Safeway Stores, Incorporated,
          Kohlberg Kravis Roberts & 
          Co., Safeway U.S. Holdings,
          Inc., and KKR Associates.

10.3.1    Amendment to Standstill            Exhibit 28.7 to Registrant's
          Agreement dated December 3,        Quarterly Report on Form 10-Q
          1987 by and among the              for quarter ended June 18,
          Registrant, Safeway Stores,        1989.
          Incorporated and other parties
          thereto, dated April 5, 1989.

10.3.2    Amendment to Standstill            Exhibit 10.13.2 to Registrant's
          Agreement dated December 3,        Annual Report on Form 10-K for
          1987 by and among the              fiscal year ended December 30,
          Registrant, Safeway Inc.,          1990.
          and other parties thereto,
          dated December 21, 1990.

10.4      Registration Rights Agreement      Exhibit 28.8 to Registrant's 
          with Roger Stangeland dated        Quarterly Report on Form 10-Q
          April 7, 1989.                     for quarter ended March 26,
                                             1989.

10.5      Registration Rights Agreement      Exhibit 28.9 to Registrant's
          with Fritz Duda dated              Quarterly Report on Form 10-Q
          April 7, 1989.                     for quarter ended March 26,
                                             1989.

          Management Contracts or
          Compensatory Plans or Arrangements:

10.6        Management Stock Option Plan     Exhibit 10.3 to Registrant's
            of the Registrant dated          Annual Report on Form 10-K for
            July 22, 1987.                   fiscal year ended January 3,
                                             1988.

10.7        1990 Stock Option and            Appendix A to Registrant's 
            Restricted Stock Plan dated      Proxy Statement for Annual
            January 24, 1990.                Meeting of Shareholders on  
                                             May 17, 1990.

10.7.1      Amendment dated February 17,     Exhibit 10.13.1 to Registrant's
            1993 to 1990 Stock Option        Quarterly Report on Form 10-Q
            and Restricted, Stock Plan       for the quarter ended March 28,
            dated January 24, 1990.          1993.

10.8        Directors' Stock Option Plan     Appendix A to Registrant's
            dated September 17, 1991.        Proxy Statement for Annual
                                             Meeting of Shareholders on 
                                             May 13, 1992.

10.9        Severance Agreement between      The Registrant's Proxy 
            the Registrant and Senior        Statement for Annual Meeting of
            Management and Key Employees     Shareholders on May 13, 1992,
            dated February 19, 1992.         where it appears under the 
                                             caption "Compensation through
                                             Plans - Severance Agreements."

10.10       1992 Supplemental Executive      Exhibit 10.19 to Registrant's
            Retirement Plan by and among     Annual Report on Form 10-K for
            the Registrant and certain       fiscal year ended January 3,
            officers effective April 30,     1993.
            1992.

10.11       The Vons Companies, Inc.         Exhibit 10.27 to Registrant's
            401(k) Wrap-Around Plan          Annual Report on Form 10-K
            effective October 18, 1993.      for fiscal year ended
                                             January 2, 1994.

10.12       Employment Agreement between     Exhibit 10.28 to Registrant's
            the Registrant and Lawrence A.   Quarterly Report on Form 10-Q
            Del Santo dated April 26, 1994.  for quarter ended June 19, 1994.

10.13       Employment Agreement between     Exhibit 10.29 to Registrant's
            the Registrant and Richard E.    Quarterly Report on Form 10-Q
            Goodspeed dated April 26, 1994.  for quarter ended June 19, 1994.





10.14       Retirement Agreement             Exhibit 10.31 to Registrant's 
            confirming employment and        Quarterly Report on Form 10-Q
            retirement agreements            for quarter ended October 9,
            between the Registrant and       1994. 
            Roger E. Stangeland, dated
            July 28, 1994.

10.15       Employment Arrangement           Exhibit 10.24 to Registrant's 
            between the Registrant           Quarterly Report on Form 10-Q
            and Terry R. Peets               for quarter ended October 8,
            dated September 6, 1995.         1995. 

10.16       Severance Agreement              Exhibit 10.25 to Registrant's 
            between the Registrant           Quarterly Report on Form 10-Q
            and Terry R. Peets               for quarter ended October 8,
            dated September 6, 1995.         1995.