SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                 _______________

                                    FORM 10-K

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


  For Fiscal Year Ended                           Commission File Number
     February 2, 1997                                    33-59212


                           FOOD 4 LESS HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


         DELAWARE                                       33-0642810
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                    Identification Number)


1100 West Artesia Boulevard.                              90220
   Compton, California                                  (Zip code)
(Address of principal executive offices)


                              (310) 884-9000
             (Registrant's telephone number, including area code)

                    Securities registered pursuant to
                     Section 12(b) of the Act:  None

                    Securities registered pursuant to
                     Section 12(g) of the Act:  None


     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 report(s)), and (2) has been subject to
such filing requirements for the past 90 days.  Yes   X    No      .


     At April 18, 1997, there were 17,207,882 shares of Common Stock
outstanding.  As of such date, none of the outstanding shares of Common Stock
were held by persons other than affiliates and employees of the registrant, and
there was no public market for the Common Stock.


                                     PART I

ITEM 1.  BUSINESS

GENERAL

     Food 4 Less Holdings, Inc. ("Holdings," or together with its subsidiaries,
the "Company") was  incorporated in California in 1992 and reincorporated in
Delaware in June 1995.  On June 14, 1995, Holdings acquired all of the common st
ock of Ralphs Supermarkets, Inc. ("RSI") in a transaction accounted for as a
purchase by Food 4 Less Supermarkets, Inc. ("F4L Supermarkets").  F4L
Supermarkets, RSI and RSI's wholly-owned subsidiary, Ralphs Grocery Company
("RGC"), combined through mergers (the "Merger") in which RSI remained as the
surviving entity and changed its name to Ralphs Grocery Company ("Ralphs").  The
Company does not have any business operations of its own and its assets consist
solely of all the outstanding capital stock of Ralphs.

     The Company is a retail supermarket company with a total of 405 stores
which are located in Southern California (342) , Northern California (27)  and
certain areas of the Midwest (36).  The Company is  the largest supermarket
operator in  Southern California, with an estimated market share of 26 percent
in Los Angeles and Orange Counties.  The Company operates the second largest
conventional supermarket chain in the region under the "Ralphs" name and the
largest warehouse supermarket chain in the region  under the "Food 4 Less" name.
The Company has achieved strong competitive positions in each of its marketing
areas by successfully tailoring its merchandising strategy to the particular
needs of the individual communities it serves.  In addition, the Company is a
vertically integrated supermarket company with major manufacturing facilities,
including a bakery and creamery operations, and full-line warehouse and
distribution facilities servicing its Southern California operations.

     The Company operates both conventional and warehouse format stores
utilizing a retail strategy tailored to the particular needs of the individual
communities it serves. The Company operates in three geographic areas:  Southern
California, Northern California and certain areas of the Midwest, under six
different retail formats.   The following table sets forth by retail format the
number of stores operated by each of the Company's three divisions at February
2, 1997 (unless otherwise indicated, all references to numbers of stores and
other store data in this Annual Report on Form 10-K are as of February 2, 1997):

<TABLE>
<CAPTION>
----------------------------------------------------------------------
                         Southern   Northern
                         California California   Midwestern   Total
----------------------------------------------------------------------
     <S>                    <C>        <C>          <C>       <C>
      Ralphs                 263         -            -        263
      Cala                     -         8            -          8
      Bell                     -        13            -         13
      Falley's                 -         -            5          5
----------------------------------------------------------------------
         Total Conventional  263        21            5        289

      Food 4 Less             79         -           31        110
      FoodsCo                  -         6            -          6
----------------------------------------------------------------------
         Total Warehouse      79         6           31        116
----------------------------------------------------------------------
         Total Stores        342        27           36        405
======================================================================
</TABLE>

SOUTHERN CALIFORNIA DIVISION

      The Southern California Division operates 342 supermarkets in eight
counties under the names "Ralphs" and  "Food 4 Less."  The Company's Southern
California stores accounted for approximately 90 percent of the Company's sales
for the 53 weeks ended February 2, 1997.

      The combination of RGC and F4L Supermarkets created the largest
supermarket operator in Southern California. Since the Merger, the Company has
consolidated all of its stores in the region under its two leading complementary
formats.    The Company operates the second largest conventional supermarket
chain in the region under the "Ralphs" name and the largest price impact
warehouse supermarket chain under the "Food 4 Less" name.  Management believes
the consolidation of its formats in Southern California has improved the
Company's ability to adapt its stores' merchandising strategy to the local
markets in which they operate while achieving cost savings and other
efficiencies.

      Ralphs Conventional Format.  The Company operates 263 Ralphs stores in
Southern California.  All of the Company's conventional  stores in the region
use the "Ralphs" name and are operated under a single format.  Each store is
merchandised to appeal to the local community it serves and offers competitive
pricing with emphasis on overall value. Ralphs' substantial supermarket product
selection is a significant aspect of its marketing efforts.  Ralphs stores stock
between 35,000 and 45,000 merchandise items, including approximately 2,800
private label products.  Ralphs stores offer name-brand grocery products;
quality and freshness in its produce, meat, seafood, delicatessen and bakery
products; and broad selection in all departments.  Most Ralphs stores offer
service delicatessen departments, on-premises bakery facilities and seafood
departments.  Ralphs emphasizes store ambiance and cleanliness, fast and
friendly service, the convenience of debit and credit card payment (including
many in-store branch banks) and 24-hour operations in most stores.

      Food 4 Less Warehouse Format.  The Company operates 79 stores in Southern
California which target  the price-conscious segment of the market in both urban
and suburban areas under the name "Food 4 Less."   Food 4 Less is a warehouse-
style, price impact store which is positioned to offer the lowest overall prices
in its marketing areas by passing on to the consumer savings achieved through
labor efficiencies and lower overhead and advertising costs associated with the
warehouse format, while providing the product selection and variety associated
with a conventional format.  In-store operations are designed to allow customers
to perform certain labor-intensive services usually offered in conventional
supermarkets; for example, merchandise is presented on warehouse style racks in
full cartons, reducing labor intensive unpacking, and customers bag their own
groceries.  Labor costs are also reduced because the stores generally do not
have labor-intensive service departments such as delicatessens, bakeries and
fresh seafood departments, although they do offer a complete line of fresh meat,
fish, produce and baked goods.

      The Food 4 Less format generally consists of large facilities constructed
with high ceilings to accommodate warehouse racking with overhead pallet
storage.  Wide aisles accommodate forklifts and, compared to conventional
supermarkets, a higher percentage of total store space is devoted to retail
selling because the top of the warehouse-style grocery racks on the sales floor
are used to store inventory, which reduces the need for large backroom storage.
The Food 4 Less warehouse format supermarkets have brightly painted walls and
inexpensive signage in lieu of more expensive graphics.  In addition, a "Wall of
Values" located at the entrance of each store presents the customer with a
selection of specially priced merchandise.  Management believes that there is a
significant segment of the market, encompassing a wide range of demographic
groups, which prefers to shop in a warehouse format supermarket because of its
lowest overall pricing.

     Marketing and Merchandising

      As a result of the consolidation of conventional format stores in Southern
California under the "Ralphs" name, the Company eliminated most of the separate
advertising associated with F4L Supermarkets' conventional Alpha Beta, Boys and
Viva formats.  Because the Company's  advertising program covers the Southern
California region, the Company has been able to expand the number of Ralphs
stores without significantly increasing advertising costs.

      The Company utilizes innovative and aggressive marketing programs in an
effort to increase sales, market share and profitability.  In September 1996,
the Company launched its "First in Southern California" marketing program, which
emphasizes Ralphs' lower regular retail prices in conjunction with its premier
quality, wide selection and enhanced customer service.  The new marketing
campaign also highlights the Company's belief that more shoppers are choosing
Ralphs than any other supermarket in Southern California.  The program is
designed to increase store traffic and sales by a coordinated use of media
advertisement and targeted use of price promotions and double coupon offerings.
Management believes that consumers' favorable response to the "First in Southern
California" marketing campaign has resulted in increased customer traffic at its
stores and has contributed to the increase in 1996 fourth quarter comparable
store sales in Southern California of 3.5 percent.  The Company continues to
emphasize its successful merchandising programs and exceptional product mix,
including its home meal replacement program and strong private label program.
The Company intends to continue to expand its home meal replacement program in
its conventional supermarkets.  The Company's home meal replacement program
offers a wide range of pre-packaged fresh, refrigerated and frozen food items.

      Through its private label program, the Company offers a diverse array of
grocery and general merchandise items under its own brand names which include
"Ralphs," "Private Selection," "Perfect Choice," "Plain Wrap" and "Equality."
The Company has entered into several private label licensing arrangements which
allow it to utilize recognized brand names on an exclusive basis in connection
with certain goods it manufactures or purchases from others, including
"Carnation" and "Sunnyside Farms" (dairy products) and "Van de Kamps" (baked
goods).  In addition, the Company has entered into an agreement to distribute
private label dry grocery and frozen products under the "Sunny Select" and
"Grocers Pride" labels.  The Company's private label program provides quality
comparable to that of national brands at significantly lower prices, while the
Company's gross margins on private label products are generally higher than on
national brands.  The Company believes that its private label program is one of
the most successful in the supermarket industry, and the Company intends to
continue the growth of its private label program in the future.

      Ralphs stores promote sales through the use of product coupons, consisting
of manufacturers' coupons and Ralphs' own promotional coupons.  Ralphs offers a
double coupon program in all stores with Ralphs matching the price reduction
offered by the manufacturer up to certain limits.  Ralphs also generates store
traffic through weekly advertised specials, special sales promotions such as
discounts on recreational activities, seasonal and holiday promotions, increased
private label selection, club pack items and exclusive product offerings.

      The Food 4 Less warehouse stores utilize print and radio advertising which
emphasizes Food 4 Less' low-price leadership, rather than promoting special
prices on individual items.  The Food 4 Less warehouse stores also utilize
weekly advertising circulars, customized to local communities, which highlight
the merchandise offered in each store.

     Warehousing, Distribution and Manufacturing

      In March 1996, the Company commenced operations in a state-of-the-art
distribution and creamery facility located in Riverside, California (the
"Riverside Facility") which was acquired from Smith's Food & Drug Center, Inc
("Smith's") in December 1995.  The technologically-advanced 90-acre complex has
improved the quality, service and productivity of  the Company's distribution
and manufacturing operations.  The Riverside Facility, which was originally
opened in 1994 by Smith's,  has more than one million square feet of warehousing
and manufacturing space consisting of a 675,000 square foot dry grocery service
center, a 270,000 square foot refrigerated and frozen food facility and a
115,000 square foot creamery facility.  The Riverside Facility sublease runs for
approximately 23 years, with renewal options through 2043, and provides for
annual rent of approximately $8.8 million.  The Company also acquired certain
operating assets and inventory at the Riverside Facility when it entered into
the sublease for a purchase price of approximately $20.2 million.

      The acquisition of the Riverside Facility allowed the Company to eliminate
certain of its smaller and less efficient warehouse facilities and to
consolidate its distribution operations into the Riverside Facility and two
other modern, efficient facilities located in Compton and Glendale, California.
The consolidation of the distribution operations allowed the Company to reduce
transportation costs, management overhead and outside storage costs and to
improve its inventory management.

      The Riverside Facility also increases distribution capacity of the Company
by increasing storage capacity to 120,000 pallets and increasing the assortment
of items that are internally supported  (increasing dry grocery from 10,000 to
14,000 SKUs and  perishable and frozen items  by 1,500 SKUs).

      The Company also operates a 17 million cubic foot high-rise automated
storage and retrieval system ("ASRS") warehouse for non-perishable items, near
Glendale, California.  The ASRS warehouse has a ground floor area of 170,000
square feet and capacity of approximately 50,000 pallets.  Guided by computer
software, ten-story high cranes move pallets from the receiving dock to
programmed locations in the ASRS warehouse while recording the location and time
of storage.  Goods are retrieved and delivered by the cranes to conveyors
leading to an adjacent "picking" warehouse where individual store orders are
filled and shipped.  The Company's Glendale "picking" warehouse (together with
the ASRS, the "Glendale Facility") was damaged in the Northridge earthquake.
Its operations were transferred to the Riverside Facility while it was being
renovated.  The Company completed its renovation of the Glendale "picking"
warehouse in March 1997.  The Glendale Facility can hold substantially more
inventory and requires fewer employees to operate than a conventional warehouse
of equal size.

      The Company's third major Southern California distribution center is its
5.4 million cubic foot facility in Compton, California  designed to process and
store all perishable products (the "Compton Facility").  This facility  was
constructed in 1992  and has provided the Company with the ability to deliver
perishable products to its stores on a daily basis, thereby improving the
freshness and quality of these products.

      Combined shipments from the Company's Southern California warehouse
facilities accounted for approximately 78 percent of the Southern California
Division's total purchases during the 53 weeks ended February 2, 1997.
Additional purchases, consisting of mostly general merchandise, approximating
one percent of the division's total during this same period, were made through
Certified Grocers of California, Ltd. ("Certified"), a food distribution
cooperative in which the Company is a member.

      The Riverside Facility's creamery is  the production point for all fluid
milk products bound for sale in the Company's Food 4 Less warehouse stores.
Bottled water, fruit juice and ice for the entire Company are processed and
packaged at the Riverside Facility creamery.  Milk bound for the Company's
Ralphs conventional stores, as well as all ice cream and ice cream products, are
processed at the Company's existing creamery in Compton, California.  The
Company also processes selected delicatessen items, including packaged salads
and cheeses, and produces cultured products, including sour cream and yogurt in
Compton.

      In October 1996, the Company finalized an agreement (the "Agreement") with
American Stores Company ("American Stores") which resulted in termination of the
Company's leases for the La Habra facility and two stores leased from American
Stores.  In addition, as required by the Company's settlement agreement with the
State of California entered into at the date of the Merger, the Company sold one
store to American Stores.  The Company also entered into a new lease for the
bakery facility at La Habra, which it will continue to operate, and modified the
terms of two other store leases.  Operations at the La Habra distribution
facility were previously discontinued as part of the Company's ongoing
consolidation of warehouse and distribution facilities which began with the
acquisition of the Riverside Facility in December 1995.

     Store Operations and Retail Systems

      The Company has a modern store base with over 60 percent of its stores
having been either opened or remodeled in the last five years.  Since the
Merger, the Company has closed 74 smaller, underperforming stores, opened 37
stores, and expanded or remodeled 23 stores.  During fiscal 1996, the Company
opened 26 new stores and remodeled 20 stores.  These improvements to its store
base have resulted in an increase in Southern California average store size of
approximately 11.6 percent.  In addition, as a result of Ralphs' 124 year
history in Southern California, the Company has valuable and well-established
store locations, many of which are in densely populated metropolitan areas.

      The Southern California Division's store equipment and facilities are
generally in excellent condition.  The Ralphs stores range in size from
approximately 18,900 square feet to 87,000 square feet and average approximately
37,700 square feet.  The Southern California Food 4 Less stores are generally
larger and range in size from approximately 27,400 square feet to 109,300 square
feet, and average approximately 55,200 square feet.  The Company believes the
Southern California Division's  warehouse and distribution system and the design
of its stores permit the Company to decrease in-store stockroom space and
thereby increase available selling area.

      The Southern California Division's management information systems and
optical scanning technology reduce the labor costs attributable to product
pricing and customer check-out, and provide the Company's management with
information that facilitates purchasing and receiving, inventory management,
warehouse reordering and management of accounts payable.  All of the Company's
Southern California Division stores currently offer an electronic funds transfer
system which allows customers to make purchases as well as obtain cash or check
approvals in transactions linked to their bank accounts.  In addition, the
Company's stores now offer customers the convenience of making purchases with
major credit cards.

     Expansion and Development

      The Company's merger, expansion, remodeling and conversion efforts have
required, and will continue to require, the funding of significant capital
expenditures.  Remodels and new store openings, among other things, are subject
to the availability of developers' financing, agreements with developers and
landlords, local zoning regulations, construction schedules and other factors,
including costs, often beyond the Company's control.  Accordingly, there can be
no assurance that the Company's anticipated expansion schedule will be met.
Further, there is competition for new store sites, and it is possible that this
competition might adversely affect the timing of its new store program.  From
time to time, the Company also closes or sells marginal stores.  See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations ---- Liquidity and Capital Resources."

NORTHERN CALIFORNIA AND MIDWESTERN DIVISIONS

      The Northern California Division of the Company operates 21 conventional
supermarkets in the greater San Francisco Bay area under  the  "Cala" and
"Bell" names, and six  warehouse format stores under the "FoodsCo" name.
Management believes that the Northern California Division has excellent store
locations in the city of San Francisco that would be  very difficult to
replicate.  The Midwestern Division of the Company operates 36 stores, of which
31, including ten former "Food Barn" stores which the Company acquired in March
1994, are warehouse format stores operated under the "Food 4 Less" name, and
five of which are conventional supermarkets operated under the "Falley's" name.
Of these 36 stores, 32 are located in Kansas and four are located in Missouri.
Management believes the Food 4 Less warehouse format stores are the low-price
leaders in each of the markets in which they compete.

      The Northern California Division's conventional store strategy is to
attract customers through its convenient locations, broad product line and
emphasis on quality and service, and its advertising and promotion strategy
highlights the reduced price specials offered in its stores.  In contrast, the
Company's warehouse format stores emphasize lowest overall prices rather than
promoting special prices on individual items.  The Northern California
Division's conventional stores range in size from approximately 8,900 square
feet to 32,800 square feet, and average approximately 19,300 square feet.  The
Northern California Division's warehouse stores range in size from approximately
29,100 square feet to 59,700 square feet, and average approximately 43,300
square feet.  The Midwestern Division's conventional stores range in size from
approximately 18,100 square feet to 30,900 square feet, and average
approximately 25,000 square feet.  The Midwestern Division's warehouse format
stores range in size from approximately 8,800 square feet to 60,200 square feet
and average approximately 37,900 square feet.

      The Northern California Division purchases merchandise from a number of
suppliers; however, approximately 36 percent of its purchases are made through
Certified Grocers of California, Ltd.  ("Certified"), a food distribution
cooperative, pursuant to supply contracts.  The Northern California Division
does not operate its own warehouse facilities, relying instead on direct
delivery to its stores by Certified and other vendors.  The Company's Southern
California warehouse facilities supply a portion of the merchandise sold in the
Northern California Division stores.

      The Company is party to a joint venture with a subsidiary of Certified
which operates a general merchandise warehouse in Fresno, California.
Management has been holding discussions with Certified concerning the possible
termination of the joint venture.

      The Midwestern Division's primary supplier is Associated Wholesale Grocers
("AWG"), a member-owned wholesale grocery cooperative based in Kansas City.  The
Midwestern Division does not operate a central warehouse, but purchases
approximately 70 percent  of the merchandise sold in its stores from AWG.
Management believes that, as AWG's largest single customer, the Midwestern
Division has significant buying power, allowing it to provide a broader product
line more economically than it could if it maintained its own full-line
warehouse.  The Midwestern Division produces approximately 50 percent of all
case-ready fresh meat items sold in its stores at its central meat plant located
in Topeka, Kansas.

      Since the beginning of fiscal 1991, the Northern California Division has
remodeled 15 stores, opened seven new stores and, in fiscal 1995, acquired three
stores from Roger Wilco, now operated as Bell stores.  The Northern California
Division Food 4 Less warehouse stores were renamed as FoodsCo warehouse stores
in fiscal 1994 following the sale by the Company of the exclusive rights to use
the "Food 4 Less" name in Northern California to Fleming Companies, Inc.
("Fleming"), which previously held a non-exclusive license.  See "Licensing
Operations" for further discussion of the amendment to the Fleming license.

COMPETITION

     The supermarket industry is highly competitive and characterized by narrow
profit margins.  The Company's competitors in each of its operating divisions
include national and regional supermarket chains, independent and specialty
grocers, drug and convenience stores, and the newer "alternative format" food
stores, including warehouse club stores, deep discount drug stores and "super
centers."  Supermarket chains generally compete on the basis of location,
quality of products, service, price, product variety and store condition.  The
Company regularly monitors its competitors' prices and adjusts its prices and
marketing strategy as management deems appropriate.

     The Southern California Division competes with several large national and
regional chains, principally Albertson's, Hughes, Lucky, Stater Bros., and Vons,
and with smaller independent supermarkets and grocery stores as well as
warehouse clubs and other "alternative format" food stores.  The Company's
primary competitor in Southern California was recently acquired by a multi-
regional supermarket chain, which may increase competitive pressure for the
Company.  The Northern California Division competes with large national and
regional chains, principally Lucky and Safeway, and with independent supermarket
and grocery store operators and other retailers, including "alternative format"
stores.  The Midwestern Division's supermarkets compete with several national
and regional supermarket chains, principally Albertson's and Dillons, as well as
independent grocery and "alternative format" stores such as Hypermarket USA.
The Company positions its warehouse format supermarkets as the overall low-price
leaders  in each marketing area in which they operate.

LICENSING OPERATIONS

     The Company owns the "Food 4 Less" trademark and service mark and licenses
the "Food 4 Less" name for use by others.  In fiscal 1996, earnings from
licensing operations were approximately $244,000.  An exclusive license with the
right to sublicense the "Food 4 Less" name in all areas of the United States
except Arkansas, Iowa, Illinois, Minnesota, Nebraska, North Dakota, South
Dakota, Wisconsin, the upper peninsula of Michigan, certain portions of Kansas,
Missouri, and Tennessee has been granted to Fleming, a major food wholesaler and
retailer.  In August of 1993, the Company amended its licensing agreement with
Fleming to give Fleming exclusive use of the Food 4 Less name in Northern
California and the Company exclusive use in Southern California (the
"Amendment").  With the exception of Northern California, and subject to the
Amendment and certain proximity restrictions, the Company retains the right to
open and operate its own "Food 4 Less" warehouse supermarkets throughout the
United States.  As of February 2, 1997, there were 179 Food 4 Less warehouse
supermarkets in 12 states, including the 110 stores owned or leased and operated
by the Company.  Of the remaining 69 stores,  7 are operated by Fleming under
licenses, 10 are operated under sublicenses from Fleming and 52 are operated by
other licensees.

GOVERNMENTAL REGULATION

     The Company is subject to regulation by a variety of governmental agencies,
including, but not limited to, the California Department of Alcoholic Beverage
Control, the California Department of Agriculture, the U.S. Food and Drug
Administration, the U.S. Department of Agriculture and state and local health
departments.

EMPLOYEES

     The Company believes that its relationship with its employees is excellent.
At February 2, 1997, the Company had a total of 27,254 employees, as shown in
the table below.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                    Southern    Northern
                                    California  California  Midwestern  Total
--------------------------------------------------------------------------------
     <S>                             <C>         <C>         <C>      <C>
      Administrative                   1,138         61          48     1,247
      Warehouse, manufacturing and    
         transportation                3,350          -          58     3,408
      Stores                          20,097      1,144       1,358    22,599
--------------------------------------------------------------------------------
           Total                      24,585      1,205       1,464    27,254
================================================================================
</TABLE>

     Of the Company's 27,254 total employees at February 2, 1997, there were
23,419 employees covered by union contracts, principally with the United Food
and Commercial Workers Union (the "UFCW").  The table below sets forth
information regarding the Company's union contracts which cover more than 100
employees.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
        UNION                             NUMBER OF EMPLOYEES COVERED                DATE(S) OF EXPIRATION
----------------------------------------------------------------------------------------------------------
<S>                                      <C>                                       <C>

UFCW                                      14,214 Southern California                 October 3, 1999
                                            Division clerks and
                                            meatcutters

UFCW                                      3,690 Southern California                  February 26, 2000
                                            Division clerks and
                                            meatcutters

International Brotherhood of Teamsters    2,867 Southern California                  September 13, 1998
                                            Division drivers
                                            and warehousemen

UFCW                                      1,054 Northern California                  March 7, 1998
                                            Division clerks and
                                            meatcutters

Hotel Employees and Restaurant Workers    839 Southern California                    September 11, 2000
                                            Division culinary workers

Hospital and Service Employees            549 Southern California                    January 19, 1997 (a)
                                            Division store porters

Bakery and Confectionery Workers          206  Southern California                   July 7, 2000
                                            Division bakers

----------------------------------------------------------------------------------------------------------
</TABLE>

(a)       Although negotiations for a new union contract are in progress, there
          can be no assurance that a new contract will be reached on terms
          satisfactory to the Company or that labor costs will not increase.

ITEM 2.  PROPERTIES

     At February 2, 1997, the Company operated 405 supermarkets, as set forth in
the table below:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                          Number of                               Average
                                                         Supermarkets             Total         Square Feet/
        Division                                      Owned        Leased      Square Feet        Facility
--------------------------------------------------------------------------------------------------------------
       <S>                                          <C>             <C>         <C>                <C>

        Southern California                          62(a)           280         14,237,000         41,600
        Northern California                              -            27            665,000         24,600
        Midwestern                                    2(b)            34          1,299,000         36,100
--------------------------------------------------------------------------------------------------------------
</TABLE>
        ----------------------

        (a) Includes fifteen stores located on real property subject to ground
            leases.
        (b) Includes one store that is partially owned and partially leased.

     Most of the Southern California Division's store locations are held
pursuant to long-term leases, many of which, in the opinion of management, have
below-market rental rates or other favorable lease terms.  The average remaining
term (including all renewal options) of the Company's supermarket leases is
approximately 30 years.

     In addition to the supermarkets, the Company operates three main warehouse
and distribution centers in Southern California.  The newly-acquired 90-acre
Riverside Facility  has more than one million square feet of warehousing and
manufacturing space consisting of a creamery and several warehouses for dry
grocery, dairy/deli and frozen food storage.  The Riverside Facility sublease
runs for approximately 23 years, with renewal options through 2043, and provides
for annual rent of approximately $8.8 million.  The Glendale Facility,
consisting of a 170,000 square foot high-rise automated storage and retrieval
system warehouse and adjacent "picking" warehouse located in the Atwater
District of Los Angeles near Glendale, California, was opened in 1987 and
handles non-perishable items.  It is ten stories high and has a capacity of
approximately 50,000 pallets.  The Compton facility was opened in 1992 and is a
5.4 million cubic foot facility designed to process and store all perishable
products.

     The Company  also has manufacturing operations located in Compton that
produce a variety of dairy and other products, including fluid milk, ice cream,
yogurt and bottled waters and juices, as well as packaged ice, cheese and
packaged salads.  The bakery operation is located at the La Habra complex and
measures 316,000 square feet.

     The Company's former central office, manufacturing and warehouse facility
in La Habra, California was leased for a term ending 2001.  Operations at the La
Habra facility were discontinued as part of the Company's consolidation of
warehouse and distribution facilities which began with the acquisition of the
Riverside Facility in December 1995.  On October 29, 1996, the Company finalized
an agreement (the "Agreement") with American Stores Company ("American Stores")
which resulted in termination of the Company's leases for the La Habra facility
and two stores leased from American Stores.  In addition, as required by the
Company's settlement agreement with the State of California entered into at the
date of the Merger, the Company sold one store to American Stores.  In addition,
the Company entered into a new lease for the bakery facility at La Habra, which
it will continue to operate, and modified the terms of two other store leases.
In fiscal 1995, the Company recorded a restructuring charge which includes a
$29.6 million provision for lease termination expenses in connection with the
closure of the La Habra and other warehouses (as well as certain other
properties).  See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

ITEM 3.  LEGAL PROCEEDINGS

     In December 1992, three California state antitrust class action suits were
commenced in Los Angeles Superior Court against the Company and other major
supermarket chains located in Southern California, alleging that they conspired
to refrain from competing in the retail market for fluid milk and to fix the
retail price of fluid milk above competitive prices.  Specifically, class
actions were commenced by Diane Barela and Neila Ross, Ron Moliare and
Paul C. Pfeifle on December 7, December 14 and December 23, 1992, respectively.
A class has been certified consisting of all purchasers of milk in Los Angeles
from December 7, 1988.  Most defendants in the actions, not including the
Company, have reached tentative settlement agreements, and certain of the
settlements have been approved by the trial court, subject to a pending appeal.
The Company is continuing to actively defend itself in these class action suits.

     On September 13, 1996 a class action lawsuit titled McCampbell, et al. v.
Ralphs Grocery Company, et al. was filed in the Superior Court of the State of
California, County of San Diego, against the Company and two other grocery store
chains operating in the Southern California area.  The complaint alleges, among
other things, that the Company and others conspired to fix the retail price of
eggs in Southern California.  The plaintiffs claim that the defendants' actions
violate provisions of the California Cartwright Act and constitute unfair
competition.  The Plaintiffs seek damages they purport to have sustained as a
result of the defendants' alleged actions, which damages may  be trebled under
the applicable statute, and an injunction from future actions in restraint of
trade and unfair competition.  Because the case was recently filed, discovery
has just commenced and no class action has been certified.  Management of the
Company intends to defend this action vigorously and the Company has filed an
answer to the complaint denying the plaintiffs' allegations and setting forth
several defenses.

     On December 20, 1996, a lawsuit titled Bundy, et al. v. Ralphs Grocery
Company, et al. was filed in the Los Angeles Superior Court against the Company.
The complaint was filed by eight individual plaintiffs who were terminated in
conjunction with the Company's restructuring.   The plaintiffs claim that they
were wrongfully terminated for discriminatory reasons and that the Company
engaged in various fraudulent practices.  The plaintiffs seek compensatory
damages in excess of $15 million, special and punitive damages.  Management of
the Company believes that the plaintiff's claims are without merit and intends
to defend this action vigorously.

     In addition, the Company or its subsidiaries are defendants in a number of
other cases currently in litigation or are the subject of potential claims
encountered in the normal course of business which are being vigorously
defended.  In the opinion of management, the resolutions of these matters will
not have a material effect on the Company's financial position or results of
operations.

ENVIRONMENTAL MATTERS

     In January 1991, the California Regional Water Quality Control Board for
the Los Angeles Region (the "Regional Board") requested that the Company conduct
a subsurface characterization of its Glendale Facility property located in the
Atwater District of Los Angeles, near Glendale, California.  This request was
part of an ongoing effort by the Regional Board, in connection with the U.S.
Environmental Protection Agency (the "EPA"), to identify contributors to
groundwater contamination in the San Fernando Valley.  Significant parts of the
San Fernando Valley, including the area where the Glendale Facility is located,
have been designated federal Superfund sites requiring response actions under
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, because of regional groundwater contamination.  On June 18,
1991, the EPA made its own request for information concerning the Company's
Glendale Facility.  Since that time, the Regional Board has requested further
investigation by the Company.  The Company conducted the requested
investigations and reported the results to the Regional Board.  Approximately 25
companies have entered into a Consent Order (EPA Docket No. 94-11) with the EPA
to investigate and design a remediation system for contaminated groundwater
beneath an area which includes the Glendale Facility. The Company is not a party
to the Consent Order, but is cooperating with requests of the subject companies
to allow installation of monitoring or recovery wells on its property.   On or
about October 12, 1995, the EPA mailed a Special Notice Letter to 44 parties,
including the Company  as owner and operator of the Glendale Facility property,
naming them as potentially responsible parties ("PRPs").  On November 26, 1996,
the EPA issued an Administrative Order for Remedial Action (EPA Docket No. 97-
06) against more than 60 respondents, including the Company, in connection with
the Superfund  site.  Under the order, these PRP's are required to take certain
actions, over an approximately 270-day period, in connection with the
implementation of interim remedies for the treatment of groundwater.  The PRP's
have also agreed to an Alternative Dispute Resolution Process to allocate the
costs among themselves.  Based upon available information, management does not
believe this matter will have a material adverse effect on the Company's
financial condition or results of operations.

     The Company removed underground storage tanks and remediated soil
contamination at the Glendale Facility property.  In some instances, the
removals and the contamination were associated with grocery business operations;
in others, they were associated with prior property users.  Although the
possibility of other contamination from prior operations or adjacent properties
exists at the Glendale Facility property, management does not believe that the
costs of remediating such contamination will have a material adverse effect on
the Company's financial condition or results of operations.

     Apart from the Glendale Facility, the Company has had environmental
assessments performed on most of its facilities, including warehouse and
distribution facilities.  The Company believes that any responsive actions
required at the examined properties as a result of such assessments will not
have a material adverse effect on its financial condition or results of
operations.

     The Company is subject to a variety of environmental laws, rules,
regulations and investigative or enforcement activities, as are other companies
in the same or similar business.  The Company believes it is in substantial
compliance with such laws, rules and regulations.  These laws, rules,
regulations and agency activities change from time to time, and such changes may
affect the ongoing business and operations of the Company.

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

     Not applicable.
                                        
                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS.

     There is no public trading market for the Company's common stock, $.01 par
value per share (the "Common Stock").  As of April 18, 1997, there were 98
holders of record of the Common Stock.

     The Company has never paid and does not expect in the foreseeable future to
pay any dividends on its Common Stock.  The indentures governing the Company's
outstanding debt securities contain certain restrictions on the payment of cash
dividends with respect to Ralphs'  Common Stock, and Ralphs'  bank credit
facility also restricts such payments.

ITEM 6.  SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA

THE COMPANY

     The following table sets forth certain selected consolidated historical
financial data of the Company and its predecessor, F4L Supermarkets. The
operating and balance sheet data for the Company set forth in the table below as
of and for the 53 weeks ended February 2, 1997, the  52 weeks ended January 28,
1996, the 31 weeks ended January 29, 1995, the 52 weeks ended June 25, 1994,
June 26, 1993, and June 27, 1992 have been derived from the financial statements
of the Company which  have been audited by Arthur Andersen LLP, independent
public accountants.  The following information should be read in conjunction
with the historical financial statements of the Company and related notes and
"Item 7 ---- Management Discussion and Analysis of Results of Operations and
Financial Condition" included elsewhere herein.

     The historical financial information set forth below for the 31 weeks ended
January 29, 1995 and all prior periods reflect the operations of the Company and
its consolidated subsidiaries.  The historical financial information for the 52
weeks ended January 28, 1996 and the 53 weeks ended February 2, 1997 reflect the
acquisition of RSI on June 14, 1995.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------

                        F4L Supermarkets                                         The Company
                         ----------------  -------------------------------------------------------------------
                            52 Weeks      52 Weeks      52 Weeks       31 Weeks      52 Weeks     53 Weeks
                             Ended         Ended         Ended          Ended         Ended        Ended
                            June 27,      June 26,      June 25,     January 29,   January 28,  February 2,
                              1992          1993        1994(a)          1995(b)     1996(c)      1997
--------------------------------------------------------------------------------------------------------------
                                                   (in thousands, except store data)
<S>                     <C>            <C>         <C>            <C>            <C>           <C>

Operating Data:
Sales                    $2,913,493     $2,742,027  $2,585,160     $1,556,522     $4,335,109    $5,516,259
Cost of sales (d)         2,392,655      2,257,835   2,115,842      1,294,147      3,485,993     4,326,230
--------------------------------------------------------------------------------------------------------------
Gross profit (d)            520,838        484,192     469,318        262,375        849,116     1,190,029
Selling, general,
   administrative and
   other, net               469,751        434,908    3 88,836        222,359        785,576       987,425
Amortization of goodwill      7,795          7,571       7,691          4,615         21,847        38,650
Loss (gain) on disposal
   of assets                (1,364)         (2,083)         37           (455)          (547)        9,317
Restructuring charge             -               -           -          5,134(e)     123,083(f)          -
--------------------------------------------------------------------------------------------------------------
Operating income (loss) (d) 44,656          43,796      72,754         30,722        (80,843)      154,637
Interest expense            70,211          73,614      77,017         48,361        202,651       284,217
Provision for earthquake 
   losses                        -               -       4,504(g)           -              -             -
Provision for income taxes   3,441           1,427       2,700              -            500             -
--------------------------------------------------------------------------------------------------------------
Loss before                                                                                                
   extraordinary charges   (28,996)        (31,245)    (11,467)       (17,639)      (283,994)     (129,580)
Extraordinary charges        4,818(h)            -           -              -         38,424(i)          -
--------------------------------------------------------------------------------------------------------------
                                                                                                             
Net loss(j)             $  (33,814)      $ (31,245) $  (11,467)     $ (17,639)    $ (322,418)    $(129,580)
=============================================================================================================
                                                  
Non-Cash Charges:                                     
Depreciation and                                       
   amortization of                                         
   property and                                         
   equipment             $  37,898      $  37,426   $   41,380      $  25,966     $   92,282      $129,008
Amortization of goodwill 
   and other assets         16,979          20,214    15,703           10,657         33,047        40,669
Non-cash interest expense        -           3,882     8,767            6,139         23,877        35,789
Amortization of deferred                                             
   financing costs           6,304           4,901     5,472            3,413          8,193        10,667

Store Data:
Stores at end of period        249             248       258              267            408           405
Annual sales per selling                                                                                   
   square foot           $     538        $    533  $    487       $      452(k)  $      477          $485
                                                                                                                 
Balance Sheet Data
   (end of period)(l):
Working capital deficit  $ (66,254)     $  (19,222) $(54,882)      $  (74,776)    $ (178,456)    $(182,641)
Total assets               998,451         957,840   980,080        1,000,695      3,188,129     3,131,993
Total long-term debt       509,829         572,670   554,939          571,712      2,276,225     2,344,406
Shareholders' equity 
(deficit)                   50,771          22,633    10,024           (7,333)      (188,798)     (319,268)

</TABLE>
                                               (See footnotes on following page)



(a)  Operating data for the 52 weeks ended June 25, 1994 include the results of
     the Food Barn Stores, which were not material, from March 29, 1994, the
     date of the acquisition of 10 Food Barn Stores.

(b)  F4L Supermarkets changed its fiscal year end from the 52 or 53-week period
     which ends on the last Saturday in June to the 52 or 53-week period which
     ends on the Sunday closest to January 31, resulting in a 31-week transition
     period.

(c)  Operating data for the 52 weeks ended January 28, 1996 reflect the
     acquisition of RSI on June 14, 1995.

(d)  Cost of sales has been principally determined using the last-in, first-out
     ("LIFO") method of valuing inventory.  If cost of goods sold had been
     determined using the first-in, first-out ("FIFO") method, gross profit and
     operating income would have been greater by $3,554,000, $4,441,000,
     $699,000,  $2,729,000,  $2,214,000 and 5,580,000  for the 52 weeks ended
     June 27, 1992, June 26, 1993, and June 25, 1994, the 31 weeks ended
     January 29, 1995,  the 52 weeks ended January 28, 1996 and the 53 weeks
     ended February 2, 1997,  respectively.

(e)  The Company  converted 11 of its conventional supermarkets to warehouse
     stores.  During the 31 weeks ended January 29, 1995, the Company recorded a
     non-cash restructuring charge for the write-off of property and equipment
     at the 11 stores of $5.1 million.

(f)  The Company recorded a $75.2 million restructuring charge associated with
     the closing of 58 stores and one warehouse facility in the 52 weeks ended
     January 28, 1996.  Pursuant to the settlement agreement with the State of
     California, 24 Food 4 Less stores (as well as 3 Ralphs stores) were
     required  to be divested and an additional 34 under-performing stores were
     closed.  The Company also recorded a $47.9 million restructuring charge
     associated with the closing of 9 stores and one warehouse facility in the
     52 weeks ended January 28, 1996, in conjunction with the agreement with
     Smith's to lease the Riverside warehouse facility and 9 stores.

(g)  On January 17, 1994, Southern California was struck by a major earthquake
     which resulted in the temporary closing of 31 of the Company's stores.  The
     closures were caused primarily by loss of electricity, water, inventory, or
     damage to the affected stores.  All but one of the closed stores reopened
     within a week of the earthquake.  The final closed store reopened on March
     24, 1994.  The Company is insured, subject to deductibles, against
     earthquake losses (including business interruption).  The pre-tax charge to
     earnings, net of insurance recoveries, was approximately $4.5 million.

(h)  Represents an extraordinary net charge of $4.8 million reflecting the 
     write-off of $6.7 million (net of related income tax benefit of $2.5 
     million) of deferred financing costs as a result of the early redemption of
     a portion of the Company's bank term loan, partially offset by a $1.9 
     million extraordinary gain (net of related income tax expense of $0.7 
     million) on the replacement of partially depreciated assets following the 
     civil unrest in Los Angeles.

(i)  Represents an extraordinary charge of $38.4 million relating to the
     refinancing of F4L Supermarkets' old credit facility, 10.45% Senior Notes
     due 2000 (the "Old F4L Senior Notes"), 13.75% Senior Subordinated Notes due
     2001 (the "Old F4L Senior Subordinated Notes") and Holdings' 15.25% Senior
     Discount Notes due 2004 in connection with the Merger and the write-off of
     their related debt issuance costs.

(j)  Net loss includes a pre-tax provision for self insurance, which is
     classified in cost of sales, selling, general and administrative expenses,
     and interest expense, of  $51.1 million, $43.9 million, $25.7 million,
     $9.8 million, $32.6 million and $29.2 million  for the  52 weeks ended
     June 27, 1992, June 26, 1993, and June 25, 1994,  the 31 weeks ended
     January 29, 1995, the 52 weeks ended January 28, 1996 and the 53 weeks
     ended February 2, 1997, respectively.  Included in the 52 weeks ended June
     25, 1994,  the 31 weeks ended January 29, 1995 and the 52 weeks ended
     January 28, 1996 are reduced employer contributions of $8.1 million, $14.3
     million and $26.1 million, respectively, related to union health and
     welfare benefit plans.  Included in the 53 weeks ended February 2, 1997 are
     reduced employer contributions of $17.8 million related to union pension
     and health and welfare benefit plans.

(k)  Amount represents the Company's sales for the 1995 transition period
     divided by total selling square feet prorated for the 31 weeks ended
     January 29, 1995.

(l)  Balance sheet data as of June 25, 1994  reflect the acquisition of 10 Food
     Barn Stores.   Balance sheet data as of January 28, 1996  reflect the
     Merger and the financings and refinancings associated therewith.

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

OVERVIEW
     On June 14, 1995, Holdings and F4L Supermarkets completed their acquisition
of RSI and its wholly owned subsidiary, RGC.  Concurrently with the consummation
of the Merger, the Company refinanced a substantial portion of the existing
indebtedness of the Company and RGC.  See "Business ---- The Merger and the
Financing."

     Since the Merger, the Company has converted 111 former Alpha Beta, Boys and
Viva stores to the Ralphs format, converted 13 former Ralphs format stores to
the Food 4 Less warehouse store format, and opened 37 new stores, including nine
Southern California stores acquired from Smith's which became available when
Smith's withdrew from the California market.  The Company has sold or closed 74
stores as a result of divestitures required by the State of California and other
steps taken to improve the average size and quality of its store base.  As a
result of the closure and divestiture of smaller stores and the opening of
larger stores, the average square footage per store in Southern California has
increased approximately 11.6 percent from 36,100 square feet at the time of the
Merger to 40,300 square feet at the end of fiscal 1996.

     Following the consummation of the Merger, sales in the Company's Southern
California Division fell short of anticipated levels for the second half of
fiscal 1995.  This shortfall resulted primarily from achieving less benefit from
the Company's advertising program and experiencing greater competitive activity
than originally expected.  In addition, the Company's operating margins were
affected by delays in the implementation of certain buying and other programs to
lower the cost of goods, excessive price markdowns in stores undergoing
conversion and a less advantageous than expected product mix in certain stores.
The realization of cost savings was also delayed in certain areas.  In
particular, store operating expenses were higher than anticipated, due primarily
to lower productivity and higher labor costs than originally anticipated and
difficulties in introducing RGC merchandising and service standards into the
smaller conventional supermarkets formerly operated by F4L Supermarkets.  Also,
as the Company's backstage facilities were integrated, the Company experienced
higher than expected warehouse and distribution costs resulting from, among
other things, higher than expected inventory levels, delays in the transfer of
distribution personnel from F4L Supermarkets to Ralphs facilities, and other
backstage operational inefficiencies.

     At the beginning of fiscal 1996, the Company streamlined its management
structure and implemented several strategic initiatives designed to improve its
sales and margins.  These changes have contributed to the Company's improved
results in fiscal 1996.

     In the first quarter of fiscal 1996, the Company began to implement new
marketing initiatives designed to improve its sales performance.  Comparable
store sales trends have been improving since that time.  Comparable store sales
growth was positive in each of the last three quarters of fiscal 1996, and
reached 2.9 percent for the fourth quarter, which resulted in comparable store
sales growth of 1.8 percent for fiscal 1996.  On September 11, 1996, the Company
launched its new "First in Southern California" marketing campaign.  The new
marketing campaign highlights the Company's belief that more shoppers are
choosing Ralphs than any other supermarket in Southern California.  The focus of
the new campaign is on lower retail prices while emphasizing those programs that
enhance Ralphs' offerings such as selection, quality, premier perishable
departments and customer service.

     During the first quarter of fiscal 1996, the Company implemented a labor
productivity and cost reduction program.  As a result, significant reductions
were made in store and corporate headcount levels.  In addition, through the
sublease of Smith's distribution center and creamery in Riverside, California,
the Company was able to consolidate its distribution operations into three
modern, efficient facilities located in Compton, Glendale and Riverside,
California.  The elimination of certain smaller and less efficient facilities
allowed the Company to reduce transportation costs, management overhead and
outside storage costs and to improve its inventory management.

     Operating results improved each quarter during fiscal 1996, and the
Company's EBITDA margin (defined as earnings before interest, taxes,
depreciation, amortization, provision for postretirement benefits, gain/loss on
disposal of assets, Merger-related transition costs and LIFO charges) improved
from 5.7 percent in fiscal 1995 to 6.4 percent in fiscal 1996.  The Company's
EBITDA margin in the fourth quarter of 1996 was 6.7 percent, a 21.8 percent
improvement from the comparable period in 1995.  The Company's improved EBITDA
margin reflects the various initiatives which management has implemented.  Gross
margin improvements reflect a reduction in warehousing and distribution costs as
a result of the consolidation of the Company's distribution operations, as well
as a reduction in the cost of goods sold as the benefits of inventory management
programs instituted by the Company are realized.  SG&A expenses were reduced as
a percentage of sales as a result of tighter expense and labor controls at store
level and administrative cost reductions.

     As a result of the operating improvements which occurred during fiscal
1996, the Company refinanced its existing bank credit agreement (the "Credit
Facility") in order to reduce interest expense.  The refinancing of the Credit
Facility was completed on April 17, 1997.  The refinancing was structured as an
amendment and restatement of the existing credit facility (the "Refinanced
Credit Facility") and the amended facility consists of a $325.0 million
Revolving Credit Facility, a $200.0 million Term Loan A Facility and a $350.0
million Term Loan B Facility.  Prior to the refinancing of the Credit Facility,
on March 26, 1997, the Company issued $155.0 million of 11% Senior Subordinated
Notes due 2005 at a price of 105.5 percent of their principal amount and issued
a redemption notice for $140.2 million aggregate principal amount of the
Company's outstanding 13.75% Senior Subordinated Notes due 2005 (the "1995
13.75% Senior Subordinated Notes") and $4.8 million aggregate principal amount
of the Company's outstanding 13.75% Senior Subordinated Notes due 2001 (the
"1991 13.75% Senior Subordinated Notes," and together with the 1995 13.75%
Senior Subordinated Notes, the "13.75% Senior Subordinated Notes").  The 13.75%
Senior Subordinated Notes were redeemed on April 28, 1997.  It is anticipated
that the refinancing of the Credit Facility, together with the lower interest
cost associated with the replacement of the 13.75% Senior Subordinated Notes
with the 1997 11% Senior Subordinated Notes offering, will reduce the Company's
annual interest expense by approximately $12 million.  See "Debt Refinancing."

ACCOUNTING PRESENTATION

     The Company's results of operations for the 53 weeks ended February 2, 1997
reflect operations for the combined Company, while the results of operations for
the 52 weeks ended January 28, 1996 reflect 20 weeks of operations of F4L
Supermarkets prior to the Merger and 32 weeks of operations of the combined
Company.   Management believes that the Company's results of operations for
periods ending after the consummation of the Merger are not directly comparable
to its results of operations for periods ending prior to such date.  This lack
of comparability as a result of the Merger is attributable to several factors,
including the size of the combined Company (since the Merger approximately
doubled F4L Supermarkets' annual sales volume), the addition of 174 conventional
stores to the Company's overall store mix and the material changes in the
Company's capital structure.

     The Merger has been accounted for as a purchase of Ralphs by Holdings.  As
a result, all financial statements for periods subsequent to June 14, 1995, the
date the Merger was consummated, reflect Ralphs' net assets at their estimated
fair market values as of June 14, 1995.  The purchase price in excess of the
fair market value of Ralphs' net assets was recorded as goodwill and is being
amortized over a 40-year period.  The Company finalized the allocation of the
Ralphs purchase price in the second quarter of fiscal 1996.

     The Company operates within a conventional 52 or 53-week accounting fiscal
year.  The Company changed its fiscal year-end from the last Saturday in June to
the Sunday closest to January 31, resulting in a 31-week transition period ended
January 29, 1995.  As a result of the fiscal year-end change, the 31-week period
ended January 29, 1995 is referred to as the 1995 transition period, the 52-week
period ended January 28, 1996 is referred to as fiscal 1995 and the 53-week
period ended February 2, 1997 is referred to as fiscal 1996.    The operating
results for the 1995 transition period are not directly comparable to those of
fiscal 1996 or 1995, as these periods include 53 and 52 weeks of operations,
respectively.



RESULTS OF OPERATIONS OF THE COMPANY

     The following table sets forth the historical operating results of the
Company for the 52 weeks ended June 25, 1994,  the 31 weeks ended January 29,
1995, the 52 weeks ended January 28, 1996 and the 53 weeks ended February 2,
1997:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                              Fiscal Year               1995            Fiscal Year          Fiscal Year
                                  1994            Transition Period         1995                 1996
--------------------------------------------------------------------------------------------------------------
                                                           (in millions)

<S>                        <C>        <C>       <C>        <C>       <C>         <C>      <C>        <C>

Sales                       $2,585.2   100.0%    $1,556.5   100.0%    $4,335.1    100.0%   $5,516.3   100.0%
Gross profit                   469.3    18.1        262.4    16.9        849.1     19.6     1,190.0    21.6
Selling, general,
   administrative and
   other, net                  388.8    15.0        222.4    14.3        785.6     18.1       987.4     17.9
Amortization of goodwill         7.7     0.3          4.6     0.3         21.8      0.5        38.7      0.7
Loss (gain) on disposal
   of assets                     0.0     0.0         (0.5)   (0.0)        (0.5)    (0.0)        9.3      0.2
Restructuring charge             0.0     0.0          5.1     0.3        123.1      2.8         0.0      0.0
Operating income (loss)         72.8     2.8         30.7     2.0        (80.8)    (1.9)      154.6      2.8
Interest expense                77.0     2.9         48.4     3.1        202.7      4.7       284.2      5.2
Provision for earthquake
   losses                        4.5     0.2          0.0     0.0          0.0      0.0         0.0      0.0
Provision for income taxes       2.7     0.1          0.0     0.0          0.5      0.0         0.0      0.0
Loss before extraordinary
   charge                      (11.5)   (0.4)       (17.6)   (1.1)      (284.0)    (6.6)     (129.6)    (2.3)
Extraordinary charge             0.0     0.0          0.0     0.0         38.4      0.9         0.0      0.0
Net loss                       (11.5)   (0.4)       (17.6)   (1.1)      (322.4)    (7.4)     (129.6)    (2.3)
--------------------------------------------------------------------------------------------------------------
</TABLE>

COMPARISON OF THE COMPANY'S RESULTS OF OPERATIONS FOR THE 53 WEEKS ENDED
FEBRUARY 2, 1997 WITH THE COMPANY'S RESULTS OF OPERATIONS FOR THE 52 WEEKS ENDED
JANUARY 28, 1996.

     Sales.   Sales per week increased $20.7 million, or 24.8 percent, from
$83.4 million in the 52 weeks ended January 28, 1996 to $104.1 million in the 53
weeks ended February 2, 1997.   The increase in sales was primarily attributable
to the addition of 174 conventional supermarkets acquired through the Merger,
and to new store openings and the improved performance of converted stores
partially offset by the closing of 74 smaller stores since the Merger.
Comparable store sales trends have been improving each quarter since the Merger,
and the fourth quarter represents the third consecutive quarter the Company has
achieved positive comparable store sales, increasing by 2.9 percent.  Excluding
stores being divested or closed in connection with the Merger,  comparable store
sales for fiscal 1996 increased 1.8 percent.  Management believes the increase
in comparable store sales was primarily attributable to additional consumers'
favorable response to the Company's "First in Southern California" marketing
program.

     Gross Profit.  Gross profit increased as a percentage of sales from 19.6
percent in the 52 weeks ended January 28, 1996 to 21.6 percent in the 53 weeks
ended February 2, 1997.  The increase in gross profit margin reflects a
reduction in warehousing and distribution costs as a result of the consolidation
of the Company's distribution operations, as well as a reduction in the cost of
goods sold as the benefits of inventory management programs instituted by the
Company are realized.  The increase in gross profit margin was also attributable
to the addition of RGC's conventional supermarkets which diluted the effect of
the Company's warehouse stores (which have lower gross margins than the
Company's conventional supermarkets) on its overall gross margin for the period.
Gross profit in 1995 was also impacted by certain one-time costs associated with
the integration of the Company's operations.  See "Operating Income (Loss)."

     Selling, General, Administrative and Other, Net.  Selling, general,
administrative and other expenses ("SG&A") were $785.6 million and $987.4
million for the  52 weeks ended January 28, 1996 and the 53 weeks ended
February 2, 1997, respectively.  SG&A decreased as a percentage of sales from
18.1 percent to 17.9 percent  for those periods.  The reduction in SG&A as a
percentage of sales reflects the results of tighter expense and labor controls
at store level and administrative costs reductions.  The decrease in SG&A as a
percentage of sales was offset by an increase  in SG&A due primarily to the
addition of RGC's conventional supermarkets acquired through the Merger.  The
additional conventional supermarkets diluted the effect of the Company's
warehouse stores which have lower SG&A than the Company's conventional
supermarkets.  The Company participates in multi-employer health and welfare
plans for its store employees who are members of the United Food and Commercial
Workers Union ("UFCW").  As part of the renewal of the Southern California UFCW
contract in October 1995, employers contributing to UFCW health and welfare
plans  received a pro rata share of the excess reserves in the plans through a
reduction of current employer contributions.  The Company's share of the excess
reserves recognized in fiscal 1996 was $17.8 million, which partially offset the
increase in SG&A.  SG&A was also impacted in fiscal 1995 and 1996 by certain 
one-time costs associated with the integration of the Company's operations. See
"Operating Income (Loss)."

     Restructuring Charge.  During fiscal 1995, the Company recorded a $75.2
million charge associated with the closure of 58 former F4L Supermarkets stores
and one former F4L Supermarkets  warehouse facility.  The stores were closed to
comply with a  settlement agreement with the State of California  in connection
with the Merger or due to under-performance.  Three RGC stores were also
required to be sold to comply with the settlement agreement.  During fiscal year
1995, the Company utilized $34.7 million of the reserve for restructuring costs
($50.0 million of costs partially offset by $15.3 million of proceeds from the
divestiture of stores).  During fiscal year 1996, the Company utilized $15.1
million of the reserve for restructuring costs, consisting mainly of write-downs
of property and equipment, expenditures associated with the closed stores and
the warehouse facility and lease termination expenses ($15.2 million).

     On December 29, 1995, the Company consummated an agreement with Smith's  to
sublease  its one million square foot distribution center and creamery facility
in Riverside, California for approximately 23 years, with renewal options
through 2043, and to acquire certain operating assets and inventory at that
facility.  In addition,  the Company also acquired nine of Smith's Southern
California stores which became available when Smith's withdrew from the
California market.   As a  result of the acquisition of the Riverside
distribution center and creamery, the Company closed its La Habra distribution
center in the first quarter of fiscal year 1996.  Also, the Company closed nine
of its smaller and less efficient stores which were near the stores acquired
from  Smith's.  During the fourth quarter of fiscal year 1995, the Company
recorded a $47.9 million restructuring charge to recognize the cost of closing
these facilities.  During fiscal year 1996, the Company utilized $33.9 million
of the reserve for restructuring costs, consisting mainly of write-downs of
property and equipment ($18.3 million) and lease termination expenses ($15.6
million).

     Operating Income (Loss).  In addition to the factors discussed above,
operating income for fiscal year 1996 was impacted by approximately $13.5
million of costs associated with the integration of the Smith's distribution
center and the continuing integration of the stores acquired from Smith's and
approximately $8.9 million associated with closed store reserves.

     Interest Expense.  Interest expense (including amortization of deferred
financing costs) was $202.7 million for the 52 weeks ended January 28, 1996 and
$284.2 million for the 53 weeks ended February 2, 1997.  The increase in
interest expense was primarily due to the increased indebtedness incurred in
conjunction with the Merger.  See "Liquidity and Capital Resources."

     Loss Before Extraordinary Charge.  Primarily as a result of the factors
discussed above, the Company's loss before extraordinary charge decreased from
$284.0 million for fiscal year 1995 to $129.6 million in fiscal year 1996.


COMPARISON OF THE COMPANY'S RESULTS OF OPERATIONS FOR THE 52 WEEKS ENDED
JANUARY 28, 1996 WITH THE COMPANY'S RESULTS OF OPERATIONS FOR THE 31 WEEKS ENDED
JANUARY 29, 1995.

     Sales.   Sales per week increased $33.2 million, or 66.1 percent, from
$50.2 million in the 31 weeks ended January 29, 1995 to $83.4 million in the 52
weeks ended January 28, 1996.   The increase in sales was primarily attributable
to the addition of 174 conventional supermarkets acquired through the Merger.
The sales increase was partially offset by a pro-forma comparable store sales
(includes the  combined sales of F4L Supermarkets and RGC  for the period  prior
to the Merger) decline of 1.9 percent for the 52 weeks ended January 28, 1996 as
compared to the 52 weeks ended January 28, 1995.   Excluding stores scheduled
for divestiture or closing, pro-forma  comparable store sales decreased 1.2
percent.  Management believes the decline in comparable store sales was
primarily attributable to additional competitive store openings and remodels in
Southern California, as well as the Company's own new store openings and
conversions.

     Gross Profit.  Gross profit increased as a percentage of sales from 16.9
percent in the 31 weeks ended January 29, 1995 to 19.6 percent in the 52 weeks
ended January 28, 1996.  The increase in gross profit margin was primarily
attributable to the addition of 174 conventional supermarkets which diluted the
effect of the Company's warehouse stores (which have lower gross margins than
the Company's conventional supermarkets) on its overall gross margin for the
period.  Gross profit was also impacted by certain one-time costs associated
with the integration of the Company's operations.  See "Operating Income
(Loss)."

     Selling, General, Administrative and Other, Net.  Selling, general,
administrative and other expenses ("SG&A") were $222.4 million and $785.6
million for the 31 weeks ended January 29, 1995 and the 52 weeks ended January
28, 1996, respectively.  SG&A increased as a percentage of sales from 14.3
percent to 18.1 percent for the same periods.  The increase in SG&A as a
percentage of sales was due primarily to the addition of 174 conventional
supermarkets acquired through the Merger.  The additional conventional
supermarkets diluted the effect of the Company's warehouse stores (which have
lower SG&A than the Company's conventional supermarkets) on its SG&A margin for
the period.  The Company participates in multi-employer health and welfare plans
for its store employees who are members of the United Food and Commercial
Workers Union ("UFCW").  As part of the renewal of the Southern California UFCW
contract in October 1993, employers contributing to UFCW health and welfare
plans  received a pro rata share of the excess reserves in the plans through a
reduction of current employer contributions.  The Company's share of the excess
reserves recognized in fiscal 1995 was $26.1 million, which partially offset the
increase in SG&A.  SG&A was also impacted by certain one-time costs associated
with the integration of the Company's operations. See "Operating Income (Loss)."

     Restructuring Charge.  During fiscal 1995, the Company recorded a $75.2
million charge associated with the closure of 58 former F4L Supermarkets stores
and one former F4L Supermarkets  warehouse facility.  Twenty-four of these
stores were required to be closed pursuant to a settlement agreement with the
State of California  in connection with the Merger.  Three RGC stores were also
required to be sold.  Thirty-four of the closed stores were under-performing
former F4L Supermarkets stores.  The $75.2 million  restructuring charge
consisted of write-downs of property and equipment ($52.2 million) less
estimated proceeds ($16.0 million); reserve for closed stores and warehouse
facility ($16.1 million); write-off of the Alpha Beta trademark ($8.3 million);
write-off of other assets ($8.0 million); lease termination expenses ($4.0
million); and miscellaneous expenses  ($2.6 million).   During fiscal year 1995,
the Company utilized $34.7 million of the reserve for restructuring costs ($50.0
million of costs partially offset by $15.3 million of proceeds from the
divestiture of stores).  The charges consisted of write-downs of property  and
equipment ($33.2 million); write-off of the Alpha Beta trademark ($8.3 million);
and expenditures associated with the  closed stores and the  warehouse facility,
write-off of other assets, lease termination expenditures and miscellaneous
expenditures ($8.5 million).  Future lease payments of approximately $19.1
million will be offset against the remaining reserve.

     On December 29, 1995, the Company consummated an agreement with Smith's  to
sublease  its one million square foot distribution center and creamery facility
in Riverside, California for approximately 23 years, with renewal options
through 2043, and to acquire certain operating assets and inventory at that
facility.  In addition,  the Company also acquired nine of Smith's Southern
California stores which became available when Smith's withdrew from the
California market.   As a  result of the acquisition of the Riverside
distribution center and creamery, the Company closed its La Habra distribution
center in the first quarter of fiscal year 1996.  Also, the Company closed nine
of its stores which were near the acquired former Smith's stores.  During the
fourth quarter of fiscal year 1995, the Company recorded a $47.9 million
restructuring charge to recognize the cost of closing these facilities,
consisting of write-downs of property  and equipment ($16.1 million), closure
costs  ($2.2 million), and lease termination expenses ($29.6 million).

     Operating Income (Loss). In addition to the factors discussed above,
operating income includes charges of  approximately $75 million for costs
associated with the conversion of stores and integration of the Company's
operations.  These costs related primarily to (i) markdowns on clearance
inventory at F4L Supermarkets'  Alpha Beta, Boys and Viva stores converted to
the Ralphs format, (ii) an advertising campaign announcing the Merger,  and
(iii) incremental labor cost associated with the training of Company personnel
following store conversions.  In addition, the Company has experienced higher
than anticipated  warehousing and distribution costs since the Merger, primarily
due to the delay in the planned consolidation of the Company's distribution
facilities resulting from the acquisition of the Smith's Riverside distribution
center.

     Interest Expense.  Interest expense (including amortization of deferred
financing costs) was $48.4 million for the 31 weeks ended January 29, 1995 and
$202.7 million for the 52 weeks ended January 28, 1996.  The increase in
interest expense was primarily due to the increased indebtedness incurred in
conjunction with the Merger.  See "Liquidity and Capital Resources."

     Loss Before Extraordinary Charge.  Primarily as a result of the factors
discussed above, the Company's loss before extraordinary charge increased from
$17.6 million for the 1995 transition period to $284.0 million for fiscal year
1995.

     Extraordinary Charge.  An extraordinary charge of $38.4 million was
recorded during fiscal year 1995 relating to retirement of  indebtedness of F4L
Supermarkets in connection with the Merger and the write-off of the related
deferred financing costs.

LIQUIDITY AND CAPITAL RESOURCES

     Cash flow from operations, amounts available under the Revolving Facility
and lease financing are the Company's principal sources of liquidity.  The
Company believes that these sources will be adequate to meet its anticipated
capital expenditure, working capital  and debt service requirements during
fiscal 1997.

     At February 2, 1997, there were borrowings of $99.4 million under the
Revolving Facility and $89.1 million of standby letters of credit had been
issued.  Under the terms of the 1995 Credit Facility, the Company was required
to make amortization payments of $2.2 million in 1996.  In addition, the Company
prepaid term loans in the amount of $46.8 million with proceeds from 1996 10.45%
Senior Notes and proceeds from asset sales.  The Term Loans require quarterly
amortization payments aggregating $4.3 million in fiscal year 1997, $4.3 million
in fiscal year 1998, $29.0 million in fiscal year 1999 and increasing
thereafter.   The level of borrowings under the Company's  Revolving Facility is
dependent upon cash flows from operations, the timing of disbursements, seasonal
requirements and capital expenditure activity.  The Company was required to
reduce loans outstanding under the Revolving Facility to $150.0 million for a
period of not less than 30 consecutive days during the period between the first
day of the fourth fiscal quarter of 1996 and the last day of the first fiscal
quarter of 1997.   At April 18, 1997, the Company had $140.7 million available
for borrowing under the Revolving Facility.   The Company also entered into an
amendment and waiver to its Credit Agreement in connection with the transaction
with American Stores relating to the Company's La Habra facility as described
above.

     During fiscal year 1996, cash provided by operating activities was
approximately $133.7 million as compared to cash used by operating activities of
approximately  $16.8 million in fiscal year 1995.  The increase in cash from
operating activities is due primarily to a significant improvement in operating
income for the 53 weeks ended February 2, 1997.  The Company's principal use of
cash in its operating activities is inventory purchases.  The Company's high
inventory turnover rate allows it to finance a substantial portion of its
inventory through trade payables, thereby reducing its short-term borrowing
needs.  At February 2, 1997, this resulted in a working capital deficit of
$182.6 million, which is not significantly changed from the January 28, 1996
working capital deficit of $178.5 million.

     Cash used for investing activities was $111.1 million for fiscal year 1996.
Investing activities consisted primarily of capital expenditures of $123.6
million, partially offset by $25.6 million of sale/leaseback transactions.  The
capital expenditures, net of the proceeds from sale/leaseback transactions, were
financed primarily from cash provided by operating and  financing activities.

     The capital expenditures discussed above relate  to 32 new stores (26 of
which had been completed at February 2, 1997) and the remodeling of 29 stores
(24 of which had been completed at February 2, 1997).   The Company currently
anticipates that its aggregate capital expenditures for fiscal 1997 will be
approximately $155.0 million (or $140.0 million, net of expected capital
leases).  Consistent with past practices, the Company intends to finance these
capital expenditures primarily with cash provided by operations and through
leasing transactions.  No assurance can be given that sources of financing for
capital expenditures will be available or sufficient to finance its anticipated
capital expenditure requirements; however, management believes the capital
expenditure program has substantial flexibility and is subject to revision based
on various factors, including changes in business conditions and cash flow
requirements.  Management believes that if the Company were to substantially
reduce or postpone these programs, there would be no substantial impact on 
short-term operating profitability.  However, management also believes that the
construction of new stores is an important component of its future  operating
strategy.  Consequently, management believes  if these programs were
substantially reduced, future  operating results, and ultimately its cash flow,
would be adversely affected.

     The capital expenditures discussed above do not include potential
acquisitions which the Company could make to expand within its existing markets
or to enter other markets.  The Company has grown through acquisitions in the
past and from time to time engages in discussions with potential sellers of
individual stores, groups of stores or other retail supermarket chains.

     The Company continues to monitor and evaluate the performance of individual
stores as well as operating markets in relation to its overall business
objectives.  As a result of this evaluation, alternative strategies may be
considered by the Company which could result in the disposition of certain
assets.

     Cash used by financing activities was $22.9 million for fiscal year 1996.
Financing activities consisted primarily of a $28.0 million net reduction of the
amount outstanding under the Revolving Facility, principal payments on long-term
debt and payments on capital leases of $87.5 million, offset by proceeds from
the June 1996 issuance of $100.0 million aggregate principal amount of 10.45%
Senior Notes due 2004 (the "1996 10.45% Senior Notes").  The terms of the 1996
10.45% Senior  Notes are substantially identical to those of the Company's 1995
10.45% Senior Notes, which were issued in a registered offering in June 1995 and
of which $520.3 million aggregate principal amount is outstanding.  The 1996
10.45% Senior Notes were issued with original issue discount resulting in gross
proceeds to the Company of $94.6 million.

     The $94.6 million of gross proceeds from the 1996 10.45% Senior Notes was
used to (i) repay $22.7 million of Term Loans, which was due within the
following twelve months, (ii) repay $21.7 million of additional Term Loans, pro
rata over the term thereof, (iii) repay $47.6 million in borrowings under the
Revolving Facility (without any reduction in amounts available for future
borrowing thereunder) and (iv) pay fees and expenses related to the 1996 10.45%
Senior Notes of approximately $2.6 million.

     In November 1996, the Company amended the Term Loans to pay down $125
million of one of the four original tranches (Tranche A) and initiated new
tranches, Tranche E, Tranche F and Tranche G, in the amounts of $75.0 million,
$25.0 million and $25 million, respectively.  The amortization of the new
tranches mirrored the maturity of the initial Tranche B, initial Tranche C and
initial Tranche D.

     Holdings has outstanding $123.8 million accreted value of  Discount
Debentures and $159.9 million principal amount of  Seller Debentures
outstanding.   Holdings is a holding company which has  no assets other than the
capital stock of Ralphs.  Holdings will be required to commence semi-annual cash
payments of interest on the Discount Debentures and the Seller Debentures
commencing December 15, 2000 in the amount of approximately $61 million per
annum.  Subject to the limitations contained in its debt instruments, Ralphs
intends to make dividend payments to Holdings in amounts which are sufficient to
permit Holdings to service its cash interest requirements.  Ralphs may pay other
dividends to Holdings in connection with certain employee stock repurchases and
for routine administrative expenses.
     The Company has entered into an interest rate collar agreement with the
Credit Facility Administrative Agent that effectively sets interest rate limits
on the Company's term loans.  The notational principal amount at February 2,
1997 and January 28, 1996 was $325 million.  The agreement, which was entered
into on October 11, 1995 and expires on October 21, 1997, limits the interest
rate fluctuation of the 3-month Adjusted Eurodollar Rate (as defined) to a range
between 4.5 percent and 8.0 percent.  The agreement requires quarterly cash
settlement for interest rate fluctuations outside of the limits.  The agreement
satisfies the interest rate protection requirements under the Credit Facility.
As of February 2, 1997 and January 28, 1996, the 3-month Adjusted Eurodollar
Rate was 5.56 percent and 5.50 percent, respectively.  No adjustments to
interest expense were recorded during fiscal year 1996 or 1995 as a result of
this agreement.

     The Company is highly leveraged.  At February 2, 1997, the Company's total
long-term indebtedness (including current maturities) and stockholder's deficit
were $2.4 billion and $319.3 million, respectively.  Based upon current levels
of operations and anticipated cost savings and future growth, the Company
believes that its cash flow from operations, together with available borrowings
under the Revolving Facility and its other sources of liquidity (including lease
financing), will be adequate to meet its anticipated requirements for working
capital, capital expenditures, integration costs and debt service  payments.
There can be no assurance, however, that the Company's business will continue to
generate cash flow at or above current levels or that future cost savings and
growth can be achieved.

DEBT REFINANCING

     On March 26, 1997, the Company issued $155 million of 11% Senior
Subordinated Notes due 2005 (the "1997 11% Senior Subordinated Notes") and
called all of the 13.75% Senior Subordinated Notes.  The terms of the 1997 11%
Senior Subordinated Notes are substantially identical to those of the Company's
11% Senior Subordinated Notes due 2005 issued in 1995.   The 1997 11% Senior
Subordinated Notes were issued at a premium price of 105.5, resulting in gross
proceeds of $163.5 million.  The proceeds were used to (i) redeem an aggregate
of $145.0 million of its outstanding 13.75% Senior Subordinated Notes and (ii)
pay accrued interest, call premiums, fees and expenses related to the 1997 11%
Senior Subordinated Notes.  The redemption price was 106.1 percent of the
principal amount outstanding.

     On April 17, 1997, the Company replaced its existing credit facilities (the
"Refinanced Credit Facility") with a facility with lower interest rates and a
longer average life.  The refinancing was structured as an amendment and
restatement of the existing Credit Facility and the amended facility consists of
a $325.0 million Revolving Credit Facility, a $200.0 million Term Loan A
Facility and a $350.0 million Term Loan B Facility.  The new Term Loan A and
Term Loan B facilities replaced the existing term loan facilities with an
outstanding principal balance of $540.4 million at the time of refinancing.

     Borrowings under the Refinanced Credit Facility bear interest at the bank's
Base Rate (as defined) plus a margin ranging from 0.25 percent to 1.25 percent
for the Revolving Credit Facility and the Term Loan A Facility and the bank's
Base Rate (as defined) plus a margin ranging from 0.75 percent to 1.75 percent
for the Term Loan B Facility or the Eurodollar Rate (as defined) plus a margin
ranging from 1.25 percent to 2.25 percent for the Revolving Credit Facility and
the Term Loan A Facility and the Eurodollar Rate (as defined) plus a margin
ranging from 1.75 percent to 2.75 percent for the Term Loan B Facility.   The
interest rate for the Revolving Credit Facility and the Term Loan A Facility
currently is the bank's Base Rate (as defined) plus a margin of 0.75 percent or
the Eurodollar Rate (as defined) plus a margin of 1.75 percent.  The interest
rate for the Term Loan B Facility currently is the bank's Base Rate (as defined)
plus a margin of 1.25 percent or the Eurodollar rate ( as defined) plus a margin
of 2.25 percent.

     Quarterly principal installments on the Refinanced Credit Facility continue
to 2004, with amounts payable in each year as follows: $2.6 million in fiscal
1997, $3.5 million in fiscal 1998, $25.5 million in fiscal 1999, $62.6 million
in fiscal 2000, $87.5 million in fiscal 2001 and $368.3 million thereafter.

     Certain other terms and provisions of the previous Credit Facility were
also changed including, but not limited to, application of proceeds from
selected asset sales and stock offerings and permitted capital expenditures.
Management believes that this refinancing provides increased operational and
financial flexibility through lower interest costs and lower short-term loan
amortization.

     As a result of the refinancings described above, the Company will incur an
extraordinary loss in the first quarter of fiscal 1997 of approximately $48.9
million, consisting of the call premium on the 13.75% Senior Subordinated Notes
and write-off of deferred financing costs.

EFFECTS OF INFLATION AND COMPETITION

     The Company's primary costs, inventory and labor, are affected by a number
of factors that are beyond its control, including availability and price of
merchandise, the competitive climate and general and regional economic
conditions.  As is typical of the supermarket industry, the Company has
generally been able to maintain margins by adjusting its retail prices, but
competitive conditions may from time to time render it unable to do so while
maintaining its market share.

     The supermarket industry is highly competitive and characterized by narrow
profit margins.  The Company's competitors in each of its operating divisions
include national and regional supermarket chains, independent and specialty
grocers, drug and convenience stores, and the newer "alternative format" food
stores, including warehouse club stores, deep discount drug stores and "super
centers".  Supermarket chains generally compete on the basis of location,
quality of products, service, price, product variety and store condition.  The
Company regularly monitors its competitors' prices and adjusts its prices and
marketing strategy as management deems appropriate.

FORWARD-LOOKING STATEMENTS

     When used in this annual report on Form 10-K, the words "estimate,"
"expect," "project" and similar expressions are intended to identify forward-
looking statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").  These forward-looking statements speak only as of the date hereof.  All
of these forward-looking statements are based on estimates and assumptions made
by management of the Company, which, although believed to be reasonable, are
inherently uncertain and difficult to predict; therefore, undue reliance should
not be placed upon such estimates.  Such statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from
those projected.  These factors include, but are not limited to: (i) increased
competitive pressures from existing competitors and new entrants, including
price-cutting strategies, store openings and remodels; (ii) loss or retirement
of key members of management or the termination of the Company's Consulting
Agreement with Yucaipa; (iii) inability to negotiate more favorable terms with
suppliers; (iv) increases in interest rates or the Company's cost of borrowing
or a default under any material debt agreements; (v) inability to develop new
stores in advantageous locations or to successfully convert or remodel
additional stores; (vi) prolonged labor disruption; (vii) deterioration in
general or regional economic conditions; (viii) adverse state or federal
legislation or regulation that increases the costs of compliance, or adverse
findings by a regulator with respect to existing operations; (ix) loss of
customers or sales weakness; (x) adverse determinations in connection with
pending or future litigations or other material claims against the Company; (xi)
inability to achieve future sales levels or other operating results that support
the cost savings; (xii) the unavailability of funds for capital expenditures;
(xiii) increases in labor costs; (xiv) inability to control inventory levels;
and (xv) operational inefficiencies in distribution or other Company systems.
Many of such factors are beyond the control of the Company.  Following the
Merger, the Company has experienced certain unanticipated costs and delays in
the realization of certain projected cost savings.  There can be no assurance
that new or additional unforeseen costs or delays will not arise either in
connection with the integration or the Company's operations or the ongoing
conduct of its business.  Accordingly, any forward-looking statements included
herein do not purport to be predictions of future events or circumstances and
may not be realized.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See Index to Consolidated Financial Statements and Schedules on page 44.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

     Not applicable.

                                        
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth certain information regarding the executive
officers and directors of the Company as of April 18, 1997.  Directors serve
until the election and qualification of their successors.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
NAME                   AGE    POSITION
-------------------    ---    --------------------------------------------------
<S>                    <C>   <S>
Ronald W. Burkle       44     Chairman of the Board and Director

George G. Golleher     49     Chief Executive Officer and Director

Alfred A. Marasca      55     President and Chief Operating Officer

Joe S. Burkle          73     Chief Executive Officer - Falley's and Director

Greg Mays              50     Executive Vice President - Finance &
                              Administration

John Standley          34     Senior Vice President and Chief Financial Officer

Harley DeLano          59     President - Cala Foods

Tony Schnug            52     Group Senior Vice President - Support
                              Operations

Christopher Hall       32     Group Vice President - Finance, Controller and
                              Chief Accounting Officer

Robert I. Bernstein    34     Director

Robert Beyer           37     Director

Peter Copses           38     Director

Patrick L. Graham      47     Director

Lawrence K. Kalantari  37     Director

John Kissick           55     Director
-------------------------------------------------------------------------------
</TABLE>

        Ronald W. Burkle has been Chairman of the Board since February 1997.  He
has been a Director since June 1995.  He also served as Chairman of the Board
from June 1995 to January 1996.  Mr. Burkle was a Director,  Chairman of the
Board and Chief Executive Officer of F4L Supermarkets from  its inception in
1989 until the Merger.  Mr. Burkle co-founded The Yucaipa Companies  in 1986 and
served as Director, Chairman of the Board, President and Chief Executive Officer
of FFL from 1987 and of Holdings from 1992 until the Merger, respectively.  Mr.
Burkle has been Chairman of the Board of Dominick's Finer Foods, Inc.  since
March 1995 and served as Chief Executive Officer from March 1995 until January
1996.  Mr. Burkle also served as Chairman of the Board of Smitty's Supermarkets,
Inc. ("Smitty's") from  June 1994 until its merger in May 1996 with Smith's Food
& Drug Centers, Inc. ("Smith's").  He has been Chief Executive Officer of
Smith's since May 1996.  He has also served as a Director of Kaufman & Broad
Home Corporation, Inc. since March 1995.  Mr. Burkle is the son of
Joe S. Burkle.

        George G. Golleher has been Chief Executive Officer since January 1996
and a Director since June 1995.  He was Vice Chairman from June 1995 to January
1996.  He was a Director of F4L Supermarkets from  its inception in 1989 and was
the President and Chief Operating Officer of F4L Supermarkets from January 1990
until the Merger.  From 1986 through 1989, Mr. Golleher served as Senior Vice
President - Finance and Administration of The Boys Markets, Inc.  Mr. Golleher
served as a Director of Dominick's Finer Foods Inc., an affiliate of The Yucaipa
Companies, from March 1995 until October 1996.

        Alfred A. Marasca has been President and Chief Operating Officer since
June 1995.  He was President and Chief Operating Officer of RGC from February
1994 until the Merger.  He was President of RGC  from 1993 to 1994, Executive
Vice President - Retail from 1991 to 1993, and Executive Vice President -
Marketing from 1985 to 1991.

        Joe S. Burkle has been a Director since June 1995 and Chief Executive
Officer of Falley's, Inc. since 1987.  He was a Director and Executive Vice
President of F4L Supermarkets from  its inception in 1989 until the Merger.  Mr.
Burkle began his career in the supermarket industry in 1946, and served as
President and Chief Executive Officer of Stater Bros. Markets, a Southern
California supermarket chain.  Prior to 1987, Mr. Burkle was a private investor
in Southern California.  Mr. Burkle is the father of Ronald W. Burkle.

        Greg Mays has been Executive Vice President - Finance & Administration
since February 1997.  He was Executive Vice President - Finance & Administration
and Chief Financial Officer from  September 1995 to February 1997.  He was
Executive Vice President - Finance & Administration from June 1995 to September
1995.  He was Executive Vice President - Finance & Administration and Chief
Financial Officer of F4L Supermarkets and of Holdings from December 1992 until
the Merger.  From 1991 to December 1992, Mr. Mays was President and Chief
Financial Officer of Almac's and from 1989 to 1991, he was Chief Financial
Officer of Almac's.  From April 1988 to June 1989, Mr. Mays was Chief Financial
Officer of Food 4 Less of Modesto, Inc. and Cala Foods, Inc.

        John Standley has been Senior Vice President and Chief Financial Officer
since February 1997.  He was Senior Vice President - Administration of Smith's
from May 1996 to February 1997.  He was Chief Financial Officer, Vice President
and Assistant Secretary of Smitty's from December 1994 to May 1996.  From 1991
to 1994, Mr. Standley was Vice President of Finance of Food 4 Less Supermarkets,
Inc.  Prior to 1991, he was a manager at  Arthur Andersen LLP.

        Harley DeLano has been President of  Cala Foods, Inc. since 1990.  Mr.
DeLano was General Manager of ABC from 1980 to 1990.  He serves as a Director of
Certified Grocers.

        Tony Schnug has been Group Senior Vice President - Support Operations
since January 1996.  He was Senior Vice President of Manufacturing and
Construction from June 1995 to January 1996.  He was Senior Vice President -
Corporate Operations of F4L Supermarkets from 1990 until the Merger.  Before
joining F4L Supermarkets, he was Managing Director of SAGE, a wholly-owned
subsidiary of Ogilvy & Mather, and Vice President - Management Information
Systems of The Vons Companies, Inc.

        Christopher Hall has been Group Vice President - Finance, Controller,
and Chief  Accounting Officer since February 1997.  He was Group Vice
President/Controller from September 1995 to February 1997.  He was Vice
President, Accounting from June 1995 to September 1995.  Prior to that, he was
Controller at Food 4 Less Supermarkets from 1993 to June 1995, and joined
Food 4 Less Supermarkets in 1992 as Director - Finance.  Prior to 1992, he was a
member of the audit practice at  Arthur Andersen LLP.

        Robert I. Bernstein has been a Director since March 1997.  He has been a
general partner of The Yucaipa Companies since joining the firm in December
1995.  From 1986 to 1989 and from 1993 to 1995, Mr. Bernstein was employed by
Bankers Trust.  From 1989 to 1992, he was an infantry officer in the U.S. Marine
Corps.

        Robert Beyer has been a Director since June 1995.  He has been a Group
Managing Director of Trust Company of the West ("TCW") since 1995.  Mr. Beyer
was Co-Chief Executive Officer of Crescent Capital Corporation, a registered
investment advisor, from 1991 until its acquisition by TCW in 1995.  From 1986
to 1991, Mr. Beyer was a member of the investment banking department of Drexel
Burnham Lambert, Incorporated.  From 1983 to 1986, Mr. Beyer was a member of the
investment banking department of Bear, Stearns & Co., Inc.

        Peter Copses has been a Director since June 1995.  He has been a
Principal since 1990 of Apollo Advisors, L.P. which, together with an affiliate,
acts as managing general partner of Apollo Investment Fund, L.P., AIF II, L.P.
and Apollo Investment Fund III, L.P., private securities investment funds, and
of Lion Advisors, L.P., which acts as financial advisor to and representative
for certain institutional investors with respect to securities investments.  Mr.
Copses is a Director of Dominicks Finer Foods, Inc., Family Restaurants, Inc.,
Forum Group, Inc. and Zale Corporation.

        Patrick L. Graham has been a Director since June 1995.  He joined The
Yucaipa Companies as a general partner in January 1993.  Prior to that time, he
was a Managing Director in the Corporate Finance Department of Libra
Investments, Inc. from 1992 to 1993 and Paine Webber, Inc. from 1990 to 1992.
From 1982 to 1990, he was a Managing Director of the Corporate Finance
Department of Drexel Burnham Lambert, Inc. and an Associate Director of  the
Corporate Finance Department of Bear Stearns & Co., Inc.  Mr. Graham has served
as a Director of Smitty's Supermarkets, Inc. from June 1994 to May 1996 and of
Dominick's Finer Foods, Inc. since March 1995.

        Lawrence K. Kalantari has been a Director since March 1997.  He has been
a general partner  of The Yucaipa Companies since joining the firm in December
1995.  Prior to that time, he was a Managing Director for Bankers Trust during
1995.  Previously he was employed by CS First Boston Corporation from July 1993
to May 1995 and Paine Webber, Inc. from March 1990 to June 1993.

        John Kissick has been a Director since June 1995.  He is a principal of
Apollo Advisors, L.P. which, together with an affiliate, acts as managing
general partner of Apollo Investment Fund, L.P., AIF II, L.P. and Apollo
Investment Fund III, L.P., private securities investment funds, and of
Lion Advisors, L.P., which acts as financial advisor to and representative for
certain institutional investors with respect to securities investments.  From
1990 to 1991, Mr. Kissick was a consultant with Kissick & Associates, a private
investment advisory firm.  He serves as Director of Continental Graphics
Holdings, Inc., Converse, Inc., The Florsheim Shoe Company, Inc. and Furniture
Brands International, Inc.

        The Company does not currently pay any fees or remuneration to its
directors for service on the board or any board committee, but will reimburse
directors for their ordinary out-of-pocket expenses.

        Messrs. R. Burkle, Golleher, Marasca, J. Burkle, Bernstein, Beyer,
Copses, Graham, Kalantari and Kissick are directors of Ralphs.


ITEM 11.  EXECUTIVE COMPENSATION

        The following table sets forth information concerning the compensation
of the Chief Executive Officer, the four other most highly compensated executive
officers and one additional highly compensated former executive officer of the
Company (the "Named Executive Officers"), whose total salary and bonus for the
53 weeks ended February 2, 1997 exceeded $100,000 for services rendered in all
capacities to the Company and its subsidiaries for the same time period.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                         Annual Compensation
                                                       -------------------------------------------------------
                                                                                No. of Shares
                                     Transition                                   Underlying   All Other
                                   Period/Fiscal        Salary         Bonus      Options     Compensation(10)
Name and Principal Position          Year Ended         ($) (7)        ($)(7)     (#)            ($)
--------------------------------------------------------------------------------------------------------------
<S>                              <S>                  <C>          <C>          <C>                <C>
Byron E. Allumbaugh(1)            February 2, 1997     1,155,449            -          -            1,500
   Chairman                       January 28, 1996       883,333      547,692    820,227(9)         1,848
                                  January 29, 1995(6)          -            -          -                -
                                  June 25, 1994                -            -          -                -

George G. Golleher(2)             February 2, 1997       770,833            -    100,000            1,500
   Chief Executive Officer        January 28, 1996       503,205    1,950,000(8) 200,000(9)         1,783
                                  January 29, 1995(6)    298,100      300,000          -            3,329
                                  June 25, 1994          500,000      500,000          -            3,937

Alfred A. Marasca(3)              February 2, 1997       600,000            -          -            1,500
   President and                  January 28, 1996       466,667      333,846    300,000(9)         3,000
   Chief Operating Officer        January 29, 1995(6)          -            -          -                -
                                  June 25, 1994                -            -          -                -

Greg Mays(4)                      February 2, 1997       314,583            -     60,000            1,500
   Executive Vice President -     January 28, 1996       286,378      355,000(8)       -            1,783
   Finance / Administration and   January 29, 1995(6)    154,300       85,000          -            2,687
   Chief Financial Officer        June 25, 1994          250,000      150,000          -                -

Harley DeLano                     February 2, 1997       215,000       48,887     30,000            1,500
   President, Cala Foods          January 28, 1996       211,218      150,000          -            1,783
                                  January 29, 1995(6)    115,385       50,000          -            2,247
                                  June 25, 1994          197,404       40,000          -            3,329

Tony Schnug(5)                    February 2, 1997       247,500            -     35,000            1,500
   Group Senior Vice President -  January 28, 1996       206,282      201,000          -            1,783
   Support Operations             January 29, 1995(6)    210,385      100,000          -            2,247
                                  June 25, 1994          190,000       40,000          -            3,145
--------------------------------------------------------------------------------------------------------------
</TABLE>
__________________________________

(1)  In January 1996, Byron E. Allumbaugh became Chairman.  Mr. Allumbaugh
     retired as Chairman in January 1997.
(2)  In January 1996, George G. Golleher became Chief Executive Officer.
(3)  In June 1995, Alfred A. Marasca became President and Chief Operating
     Officer.
(4)  In September 1995, Greg Mays became Executive Vice President - Finance &
     Administration and Chief Financial Officer.
(5)  In January 1996, Tony Schnug became Group Senior Vice President - Support
     Operations.
(6)  F4L Supermarkets changed its fiscal year from the 52 or 53-week period
     which ends on the last Saturday in June to the 52 to 53-week period which
     ends on the Sunday closest to January 31, resulting in a 31-week transition
     period.
(7)  Salary and bonus payments are reflected in the period they are paid.
(8)  Includes payment of a special bonus upon change of control, in connection
     with the Ralphs Merger, for George Golleher and Greg Mays in the amount of
     $1,750,000 and $150,000, respectively.
(9)  All options shown were granted in connection with the Merger.  Of such
     options, 220,227 and 100,000 were granted to Messrs. Allumbaugh and
     Marasca,  respectively,  in exchange for the cancellation of certain
     payments to such individuals under RGC equity appreciation rights.
(10) The amounts shown in this column represent annual payments by the Company
     to the Employee Profit Sharing and Retirement Program of the Company.

   The following table sets forth information concerning options granted in
fiscal 1996 to each of the Named Executive Officers pursuant to Holdings' 1995
Stock Option Plan.  All options are exercisable for shares of Holdings' Common
Stock.


                          OPTION GRANTS IN FISCAL 1996

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                      Potential Realizable Value at
                                                                                         Assumed Annual Rates of
                                                                                         Stock Price Appreciation
                                       Individual Grants                                   for Option Term
                              ---------------------------------------------------------  --------------------------
                               No. of     % of Total Options   Exercise or
                              Options    Granted to Employees   Base Price   Expiration
                             Granted(1)     in Fiscal Year        ($/Sh)        Date      5% ($)      10%($)
-------------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>              <C>         <C>         <C>       <C>
Byron E. Allumbaugh                  -              -                 -             -           -           -


George G. Golleher             100,000           13.7%            10.00       4/29/06     628,895   1,593,742


Alfred A. Marasca                    -              -                 -             -           -           -


Greg Mays                       60,000            8.2%            10.00       4/29/06     377,337     956,245


Harley DeLano                   30,000            4.1%            10.00       4/29/06     188,688     478,123


Tony Schnug                     35,000            4.8%            10.00       4/29/06     220,113     557,810

-------------------------------------------------------------------------------------------------------------------
</TABLE>
_______________________

(1)Mr. Golleher's options are immediately exercisable.  Options held by Messrs.
   Mays, DeLano and Schnug vest over a five-year period commencing June 14,
   1996.


     The following tables sets forth for each of the Named Executive Officers,
as to outstanding options at February 2, 1997, the number of unexercised options
and the aggregate unrealized appreciation on "in-the-money" unexercised options
held at such date.  No options were exercised by any of the Named Executive
Officers during fiscal 1996.


                       1996 FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                              Number of
                                                Shares                                   Value of
                                              Underlying                                   Unexercised
                                             Unexercised                               In-the-Money
                                              Options at                                Options at
                                           Fiscal Year End                           Fiscal Year End

                                            Exercisable /                               Exercisable /
Name                                      Unexercisable (#)                         Unexercisable ($)
---------------------------------------------------------------------------------------------------------
<S>                                      <C>                                          <C>
Byron E. Allumbaugh                          820,227 / 0                              2,198,208 / 0


George G. Golleher                            300,000 / 0                                     0 / 0


Alfred A. Marasca                             300,000 / 0                               999,000 / 0


Greg Mays                                 12,000 / 48,000                                     0 / 0


Harley DeLano                              6,000 / 24,000                                     0 / 0


Tony Schnug                                7,000 / 28,000                                     0 / 0
---------------------------------------------------------------------------------------------------------
</TABLE>

CONSULTING AND EMPLOYMENT AGREEMENTS

     In connection with the consummation of the Merger, Food 4 Less' board of
directors authorized the payment of a special bonus of $1,750,000 to George
Golleher in a lump sum amount equal to the base salary due him under the
remaining term of his then existing employment agreement.  As a condition of the
payment of such bonus, Mr. Golleher's existing employment agreement was
cancelled, and he entered into a new agreement which provides for an annual
salary currently equal to $1,000,000 plus a bonus equal to his salary in each
year if the Earnings Targets are reached.  Mr. Golleher's new employment
agreement continues in effect certain additional rights, including the right to
be elected to the Company's board of directors and the right to require the
Company to repurchase certain of his shares of New Holdings stock upon his
death, disability or termination without cause.

     The employment agreement between Ralphs and Alfred Marasca provides for a
salary currently equal to $600,000 per annum and an annual bonus equal to his
salary if the Earnings Targets for the year are reached.

     The employment agreement between Ralphs and Greg Mays provides for a salary
currently equal to $375,000 per annum and an annual bonus equal to his salary if
the Earnings Targets for the year are reached.  Mr. Mays also received a special
bonus of $150,000 in fiscal 1995 upon the change of control in connection with
the Merger.

     The employment agreements described above are for a term of three years and
provide generally that the Company may terminate the agreement for cause or upon
the failure of the employee to render services to the Company for a specified
period and the employee may terminate the agreement because of the employee's
disability.  In addition, the employee's services may be suspended upon notice
by the Company and in such event the employee will continue to be compensated by
the Company during the remainder of the term of the agreement, subject to
certain offsets if the employee becomes engaged in another business.

     Ralphs' consulting agreement with Mr. Joe Burkle provides for compensation
of $3,000 per week.  Mr. Burkle provides the management and consulting services
of an executive vice president under the consulting agreement.  The agreement
has a five-year term, which is automatically renewed on January 1 of each year
for a five-year term unless sixty days' notice is given by either party;
provided that if Ralphs terminates for reasons other than for good cause, the
payments due under the agreement continue for the balance of the term.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The Company does not have a board committee performing the functions of a
compensation committee.  Byron E. Allumbaugh, Chairman, and George G. Golleher,
Chief Executive Officer of the Company, together with Alfred Marasca, President
and Greg Mays, Executive Vice President, made decisions with regard to the
Company's executive officer compensation for fiscal 1996.

RETIREMENT PLANS

     Retirement Plan.  The Ralphs Grocery Company Retirement Plan (the
"Retirement Plan") is a defined benefit pension plan for salaried and hourly
nonunion employees with at least one year of service (1,000 hours).  The Company
makes annual contributions to the Retirement Plan in such amounts as are
actuarially required to fund the benefits payable to participants in accordance
with the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

     Non-Qualified Retirement Plans.  To allow the Company's retirement program
to provide benefits based upon a participant's total compensation and without
regard to other ERISA or tax code pension plan limitations, eligible executive
employees of the Company participate in the Ralphs Grocery Company Supplemental
Executive Retirement Plan (the "SERP") and the Ralphs Grocery Company Retirement
Supplement Plan (the "Supplement Plan").  The SERP and the Supplement Plan also
modify  the benefit formula under the Retirement Plan in other respects.  The
Company has purchased split dollar life insurance policies for participants
under the SERP.  Under certain circumstances, the cash surrender value of
certain split dollar life insurance policies will offset the Company's
obligations under the SERP.

     The following table sets forth the combined estimated annual benefits
payable in the form of  a (single) life annuity under the Retirement Plan, the
SERP and the  Supplement Plan (unreduced by the cash surrender value of any life
insurance policies) to a participant in the above  plans who is retiring at a
normal retirement date on January 1, 1997 for the specified final average
salaries and years of credited service.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                 Final                             Years of Credited Service
                Average          ---------------------------------------------------------------
                 Salary              15           20          25           30           35
------------------------------------------------------------------------------------------------
             <C>                <C>          <C>         <C>          <C>          <C>
              $   100,000        $  19,348    $  25,798    $  32,347   $  38,697    $  45,146
                  200,000           41,848       55,798       69,747      83,697       97,646
                  300,000           90,000      120,000      150,000     180,000      180,000
                  400,000          120,000      160,000      200,000     240,000      240,000
                  600,000          180,000      240,000      300,000     360,000      360,000
                  800,000          240,000      320,000      400,000     480,000      480,000
                1,000,000          300,000      400,000      500,000     600,000      600,000
                1,040,000
                and above          312,000      416,000      520,000     624,000      624,000
------------------------------------------------------------------------------------------------
</TABLE>

     Messrs. Allumbaugh, Golleher, Marasca, Mays, Schnug and DeLano have
completed 39, 12, 33, 9, 7 and 12 years of credited service, respectively.
Compensation covered by the Retirement Plan,  the SERP and Supplement Plan
includes both salary and bonus.  The calculation of retirement benefits
generally is based on average compensation for the highest five consecutive
years of the ten years preceding retirement under the Retirement Plan and the
Supplement Plan.  The calculation of retirement benefits generally is based on
average compensation for the highest three years of the ten years preceding
retirement under the SERP.  The benefits earned by a participant under the SERP
and Supplement Plan are reduced by any benefits which the participant has earned
under the Retirement Plan and may be offset under certain circumstances by the
cash surrender value of life insurance policies maintained by the Company
pursuant to the insurance agreements entered into by the Company and the
executive.  Benefits are not subject to any deduction for social security
offset.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the ownership of Common Stock and Series A
Preferred Stock and Series B Preferred Stock of the Company  by each person who,
to the knowledge of the Company, owns 5% or more of the Company's  outstanding
voting stock, by each person who is a director or Named Executive Officer of the
Company, and by all executive officers and directors of the Company as a group,
as of April 18, 1997.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                        Common            Series A          Series B
                                      Stock (1)       Preferred Stock   Preferred Stock
                                  -------------------  ---------------   ----------------
                                                                                           Percentage  Percentage
                                    Number                 Number              Number       of Total     of all
                                      of                     of                  of          Voting    Outstanding
 Beneficial Owner (2)               Shares         %       Shares    %         Shares   %   Power(1)   Stock(1)(3)
-------------------------------------------------------------------------------------------------------------------
<S>                             <C>             <C>    <C>        <C>     <C>          <C>    <C>       <C>
Yucaipa and affiliates:
   The Yucaipa Companies (4)     17,566,389      65.6%          -     -           -       -    38.5%     35.8%
   Ronald W. Burkle (5)           1,777,390       9.5%          -     -           -       -     4.7%      4.3%
   George G. Golleher (5)(6)        562,525       2.9%          -     -           -       -     1.5%      1.4%
      10000 Santa Monica Blvd.
      Los Angeles, CA 90067                                         
-------------------------------------------------------------------------------------------------------------------
      Total                      19,906,304      73.5%          -     -           -       -    43.3%     40.3%

Alfred A. Marasca (7)               300,000       1.6%          -     -           -       -     0.8%      0.7%
Greg Mays (8)                        68,890       0.4%          -     -           -       -     0.2%      0.2%
Harley DeLano (9)                    30,000       0.2%          -     -           -       -     0.1%      0.1%
Tony Schnug (9)                      35,000       0.2%          -     -           -       -     0.1%      0.1%
Apollo Advisors, L.P.,
Apollo Advisors II, L.P. (10)
   2 Manhattanville Road
   Purchase, NY 10577             1,285,165       6.8% 10,733,244   64.3%         -       -    35.6%     32.6%
BT Investment Partners, Inc.(11)
   130 Liberty Street
   New York, NY 10006               509,812       2.7%    900,000    5.4% 3,100,000    100.0%   4.1%     12.2%
Other 1995 equity investors
   as a group (12)                   40,172       0.2%  5,000,000   30.3%         -      -     15.1%     13.8%
All directors and executive
   officers as a group
   (15 persons)
(4)(5)(6)(7)(8)(9)(13)           20,350,194      73.9%          -      -          -      -     43.9%     40.8%
-------------------------------------------------------------------------------------------------------------------
</TABLE>
_____________________________

(1)  Gives effect to the assumed exercise of outstanding warrants, held by
     certain institutional investors,  to acquire 2,008,874 shares of Holdings
     common stock.

(2)  Except as otherwise indicated, each beneficial owner has the sole power to
     vote, as applicable, and to dispose of all shares of Common Stock or Series
     A Preferred Stock or Series B Preferred Stock owned by such beneficial
     owner.

(3)  Assumes the conversion of all outstanding Series A Preferred Stock and
     Series B Preferred Stock into Common Stock at the conversion rate
     applicable as of March 15, 1997.

(4)  Represents shares owned by The Yucaipa Companies, F4L Equity Partners,
     L.P., FFL Partners, Yucaipa Capital Fund and Yucaipa/F4L Partners.  These
     entities are affiliated partnerships which are controlled, directly or
     indirectly, by Ronald W. Burkle.  The foregoing entities are parties to a
     stockholders agreement with other Holdings investors which  gives to
     Yucaipa the right to elect a majority of the directors of Holdings.  Share
     amount and percentages shown for Yucaipa include a warrant to purchase
     8,000,000 shares of Holdings Common Stock held by Yucaipa.  Such warrant
     will become exercisable only upon the occurrence of an initial public
     offering or certain sales transactions involving Holdings.

(5)  Certain management stockholders who own in the aggregate 431,096 shares of
     Common Stock have entered into a Stockholder Voting Agreement and Proxy
     pursuant to which Ronald W. Burkle, George G. Golleher and Yucaipa Capital
     Advisors, Inc. have sole voting control over the shares currently owned by
     such management stockholders until June 14, 2005.   The 431,096 shares have
     been included, solely for purposes of the above table, in the share amounts
     shown for Mr. Burkle but not for Mr. Golleher. Neither Messrs. Burkle and
     Golleher nor Yucaipa Capital Advisors, Inc. have the power to dispose of,
     or any other form of investment power with respect to such shares.  Messrs.
     Burkle and Golleher have sole voting and investment power with respect to
     1,346,294 and 562,525 shares of Common Stock they respectively own
     (including in the case of Mr. Golleher, 300,000 shares issuable upon the
     exercise of options).
(6)  Includes 300,000 shares issuable upon the exercise of options held by Mr.
     Golleher.

(7)  Represents shares issuable upon the exercise of options held by Mr.
     Marasca.

(8)  Includes 60,000 shares issuable upon the exercise of options held by Mr.
     Mays.  In addition, Mr. Mays owns 8,890 of the 431,096 shares of Common
     Stock that are subject to the Stockholder Voting Agreement and Proxy
     described in note (4) above.

(9)  Represents shares issuable upon the exercise of options held by Messrs.
     DeLano and Schnug.

(10) Represents shares owned by one or more entities managed by or affiliated
     with Apollo Advisors, L.P., or Apollo Advisors II, L.P. (collectively,
     "Apollo"), together with certain affiliates or designees of Apollo.

(11) Represents shares owned by BT Investment Partners, Inc. ("BTIP"), Bankers
     Trust New York Corporation and BT Securities Corporation.  Bankers Trust
     New York Corporation and BT Securities Corporation are affiliated with
     BTIP.  BTIP expressly disclaims beneficial ownership of all shares owned by
     Bankers Trust New York Corporation and BT Securities Corporation.

(12) Includes certain institutional investors, other than Apollo and BTIP, which
     purchased Series A Preferred Stock of Holdings in connection with the
     Merger.  Pursuant to the 1995 Stockholders Agreement, certain corporate
     actions by Holdings and its subsidiaries require the consent of the
     directors whom the 1995 equity investors, including Apollo and BTIP, are
     entitled to elect to the Holdings Board of Directors.  Such investors do
     not affirm the existence of a "group" within the meaning of Rule 13d-5
     under the Exchange Act, and expressly disclaim beneficial ownership of all
     Holdings shares except for those shares held of record by each such
     investor or its nominees.

(13) Includes 10,000 shares issuable upon the exercise of options held by
     executive officers other than the named executive officers above.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company is a party to a consulting agreement with Yucaipa which
provides  for certain management and financial services to be performed by
Yucaipa for the benefit of  the Company and its subsidiaries.   The services of
Messrs. R. Burkle, Bernstein,  Graham and Kalantari  acting in their capacities
as directors, and the services of other Yucaipa personnel are provided to the
Company pursuant to this agreement.  See "Item 10 ---- Directors and Executive
Officers of the Registrant."  Messrs. R. Burkle, Bernstein, Graham and Kalantari
are partners of Yucaipa.  The consulting agreement provides for an annual
management fee payable by the Company  to Yucaipa in the amount of $4 million.
In addition, the Company may retain Yucaipa in an advisory capacity in
connection with acquisition or sale transactions, in which case the Company will
pay Yucaipa an advisory fee, except that the retention of Yucaipa in connection
with a sale of the entire Company would require approval by a majority of the
disinterested directors.   The agreement has a five-year term, which is
automatically renewed on each anniversary of the Merger  for a five-year term
unless ninety days' notice is given by either party.  The agreement may be
terminated at any time by the Company, provided that Yucaipa will be entitled to
full monthly payments under the agreement for the remaining term thereof, unless
the Company terminates for cause pursuant to the terms of the agreement.
Yucaipa may terminate the agreement if the Company fails to make a payment due
thereunder, or if there occurs a change of control (as defined in the agreement)
of the Company, and upon any such termination Yucaipa will be entitled to full
monthly payments for the remaining term of the agreement.  Pursuant to the
agreement, Yucaipa earned a total of $4.0 million in management fees for fiscal
1996.

     Holdings files a consolidated federal income tax return, under which the
federal income tax liability of Holdings and its subsidiaries  is determined on
a consolidated basis.  Holdings is a party to  a federal income tax sharing
agreement with Ralphs and certain of its subsidiaries (the "Tax Sharing
Agreement").  The Tax Sharing Agreement provides that in any year in which
Ralphs is included in any consolidated tax liability of Holdings and has taxable
income, Ralphs will pay to Holdings  the amount of the tax liability that Ralphs
would have had on such due date if it had been filing a separate return.
Conversely, if Ralphs generates losses or credits which actually reduce the
consolidated tax liability of Holdings  and its other subsidiaries, Holdings
will credit to Ralphs the amount of such reduction in the consolidated tax
liability.

     These credits are passed between Holdings  and Ralphs in the form of cash
payments.  In the event any state and local income taxes are determinable on a
combined or consolidated basis, the Tax Sharing Agreement provides for a similar
allocation between Holdings  and Ralphs of such state and local taxes.

     FFL Partners, a partnership controlled by Ronald W. Burkle, is obligated,
pursuant to an agreement with Holdings, to repurchase shares of Holding's common
stock from certain terminated participants in an employee benefit plan
maintained by one of the Company's subsidiaries.  See "Note 10 of Notes to
Consolidated Financial Statements of Ralphs Grocery Company."  From time to
time, the Company advances funds to plan participants on behalf of FFL Partners
and records a receivable from FFL Partners fo the amount advanced.  During
fiscal 1996, FFL Partners reimbursed the Company $2.6 million in fulfillment of
its purchase obligation.  At February 2, 1997, the outstanding receivable from
FFL Partners was approximately $271,000.

     On June 6, 1996, the Company issued the 1996 10.45% Senior Notes to BT
Securities Corporation ("BT Securities"), an affiliate of BT Investment
Partners, Inc. ("BTIP"), which resold the notes pursuant to Rule 144A under the
Securities Act.  BT Securities received a fee in the amount of $2.3 million for
acting as initial purchaser in the offering.  On March 26, 1997, the Company
issued the 1997 11% Senior Subordinated Notes to BT Securities and certain other
investment banks, which resold the Notes pursuant to Rule 144A under the
Securities Act.  BT Securities received a fee of $1.6 million for acting as
initial purchaser in the offering.  Bankers Trust Company, an affiliate of BTIP
and BT Securities has acted as Agent under the Credit Facility and receives
customary fees for such services.
                                        
                                     PART IV

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

(a)  Financial Statements and Schedules required to be filed hereunder are
     indexed on page 44 hereof.

(b)  Reports on Form 8-K
     None.

(c)  Those Exhibits, and the Index thereto, required to be filed by Item 601 of
     Regulation S-K are attached hereto.  Certain management contracts and other
     compensation plans or arrangements required to be filed are identified on
     the attached Index with an asterisk.

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.


                    FOOD 4 LESS HOLDINGS, INC.

                    By:        /s/ Wayne S. Bell
                                  Wayne S. Bell
                               Assistant Secretary

Date:   May 5, 1997

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

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

/s/ Ronald W. Burkle                   Chairman of the Board and Director                                       May 5, 1997
Ronald W. Burkle

/s/ George G. Golleher                 Chief Executive Officer and Director                                     May 5, 1997
George G. Golleher

/s/ Alfred A. Marasca                  President, Chief Operating Officer                                       May 5, 1997
Alfred A. Marasca

/s/ Joe S. Burkle                      Chief Executive Officer - Falley's and Director                          May 5,1997
Joe S. Burkle

/s/ Greg Mays                          Executive Vice President - Finance and Administration                    May 5, 1997
Greg Mays

/s/ John Standley                      Senior Vice President and Chief Financial Officer                        May 5, 1997
John Standley

/s/ Christopher Hall                   Group Vice President - Finance, Controller and Chief Accounting Officer  May 5, 1997
Christopher Hall

/s/ Robert I. Bernstein                Director                                                                 May 5, 1997
Robert I. Bernstein

/s/ Robert Beyer                       Director                                                                 May 5, 1997
Robert Beyer

/s/ Peter Copses                       Director                                                                 May 5, 1997
Peter Copses

/s/ Patrick L. Graham                  Director                                                                 May 5, 1997
Patrick L. Graham

/s/ Lawrence K. Kalantari              Director                                                                 May 5, 1997
Lawrence K. Kalantari

/s/ John Kissick                       Director                                                                 May 5, 1997
John Kissick

</TABLE>


SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

        No annual report or proxy material has been sent to security holders.
The Registrant will furnish copies of such report or proxy material if and when
such report or proxy material is sent to security holders.
                                        
                                        
                           FOOD 4 LESS HOLDINGS, INC.
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                  AND SCHEDULES

<TABLE>
                                                                                                                            Page
                                                                                                                           -----
 <S>                                                                                                                      <C> 

  Report of Independent Public Accountants                                                                                    45
  Consolidated balance sheets as of January 29, 1995, January 28, 1996 and February 2, 1997                                    
                                                                                                                           46-47
  Consolidated statements of operations for the 52 weeks ended June 25, 1994, the 31 weeks ended January 29, 1995,             
  the 52 weeks ended January 28, 1996 and the 53 weeks ended February 2, 1997                                                  
                                                                                                                              48
  Consolidated statements of cash flows for the 52 weeks ended June 25, 1994, the 31 weeks ended January 29, 1995,                
  the 52 weeks ended January 28, 1996 and the 53 weeks ended February 2, 1997                                                     
                                                                                                                           49-50
  Consolidated statements of stockholders' equity (deficit) for the 52 weeks ended                                                
  June 25, 1994, the 31 weeks ended January 29, 1995, the 52 weeks ended January 28, 1996 and the 53 weeks ended                  
  February 2, 1997                                                                                                            51
  Notes to consolidated financial statements                                                                               52-79
                                                                                                                                  
  Financial Statement Schedules                                                                                                   
  Report of Independent Public Accountants                                                                                    80
  I       Condensed financial information of registrant                                                                    81-83
  II      Valuation and qualifying accounts                                                                                   84

</TABLE>
                                               

All other schedules have been omitted since the required information is not
applicable or is not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the Consolidated
Financial Statements and related notes.
                                        
                                        
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors and
Stockholders of Food 4 Less Holdings, Inc.:

     We have audited the accompanying consolidated balance sheets of Food 4 Less
Holdings, Inc. (a Delaware corporation) and subsidiaries (the Company) as of
January 29, 1995,  January 28, 1996 and February 2, 1997 and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the 52 weeks ended June 25, 1994, the 31 weeks ended January 29, 1995,
the 52 weeks ended January 28, 1996 and the 53 weeks ended February 2, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Food 4 Less
Holdings, Inc. and subsidiaries as of  January 29, 1995, January 28, 1996 and
February 2, 1997, and the results of their operations and their cash flows for
the 52 weeks ended  June 25, 1994,  the 31 weeks ended January 29, 1995,  the 52
weeks ended January 28, 1996 and the 53 weeks ended February 2, 1997 in
conformity with generally accepted accounting principles.

                                        ARTHUR ANDERSEN LLP

Los Angeles, California
March 21, 1997 (except with respect to the
matter discussed in Note 14, as to which the
date is April 17, 1997)



                           FOOD 4 LESS HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

                                     ASSETS
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                   As of
                                                                                --------------------------------------------
                                                                               January 29,      January 28,      February 2,
                                                                                   1995             1996             1997
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>             <C>            <C>

CURRENT ASSETS:
   Cash and cash equivalents                                                  $    19,560       $   67,983     $     67,589
   Trade receivables, less allowances of $1,192,
     $1,954 and $4,057 at January 29, 1995,
     January 28, 1996 and February 2, 1997, respectively                           23,377           60,948           46,560
   Notes and other receivables                                                      3,985            6,452              531
   Inventories                                                                    224,686          502,669          502,095
   Patronage receivables from suppliers                                             5,173            4,557            4,433
   Prepaid expenses and other                                                      13,051           34,855           21,925
-----------------------------------------------------------------------------------------------------------------------------
      Total current assets                                                        289,832          677,464          643,133

INVESTMENTS IN AND NOTES RECEIVABLE
    FROM SUPPLIER COOPERATIVES:
    Associated Wholesale Grocers                                                    6,718            7,288            7,020
    Certified Grocers of California & Other                                         5,686            4,926            4,945

PROPERTY AND EQUIPMENT:
   Land                                                                            23,488          183,125          173,803
   Buildings                                                                       24,172          196,551          188,311
   Leasehold improvements                                                         110,020          251,856          226,159
   Equipment and fixtures                                                         190,016          441,760          401,716
   Construction in progress                                                         8,042           61,296           51,117
   Leased property under capital leases                                            82,526          189,061          200,199
   Leasehold interests                                                             96,556          114,475          112,398
-----------------------------------------------------------------------------------------------------------------------------
                                                                                  534,820        1,438,124        1,353,703
   Less:  Accumulated depreciation and amortization                               154,382          226,451          301,477
-----------------------------------------------------------------------------------------------------------------------------
      Net property and equipment                                                  380,438        1,211,673        1,052,226

OTHER ASSETS:
   Deferred financing costs, less accumulated amortization of
      $20,496, $6,964 and $17,615  at January 29, 1995,
      January 28, 1996 and February 2, 1997, respectively                          25,469           94,100           88,889
   Goodwill, less accumulated amortization of $38,560,
      $60,407 and $99,057 at  January 29, 1995,
     January 28, 1996 and February 2, 1997, respectively                          263,112        1,173,445        1,310,956
   Other, net                                                                      29,440           19,233           24,824
-----------------------------------------------------------------------------------------------------------------------------
                                                                               $1,000,695       $3,188,129       $3,131,993
=============================================================================================================================
</TABLE>
                                        
    The accompanying notes are an integral part of these consolidated balance
                                     sheets.


                           FOOD 4 LESS HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                   As of
                                                                               ---------------------------------------------
                                                                               January 29,      January 28,      February 2,
                                                                                   1995             1996             1997
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>             <C>             <C>
CURRENT LIABILITIES:
   Accounts payable                                                            $  190,455      $   385,500      $   371,240
   Accrued payroll and related liabilities                                         42,007           94,011          106,764
   Accrued interest                                                                10,730           23,870           31,011
   Other accrued liabilities                                                       65,279          248,181          234,046
   Income taxes payable                                                               293              596            1,956
   Current portion of self-insurance liabilities                                   28,616           21,785           48,251
   Current portion of senior  debt                                                 22,263           31,735            4,465
   Current portion of obligations under capital leases                              4,965           22,261           28,041
-----------------------------------------------------------------------------------------------------------------------------
      Total current liabilities                                                   364,608          827,939          825,774

SENIOR DEBT, net of current portion                                               320,901        1,226,302        1,263,142

OBLIGATIONS UNDER CAPITAL LEASES                                                   40,675          130,784          126,336

SENIOR SUBORDINATED DEBT                                                          145,000          671,222          671,222

HOLDINGS DEBENTURES                                                                65,136          247,917          283,706

DEFERRED INCOME TAXES                                                              17,534           17,988           21,074

SELF-INSURANCE LIABILITIES                                                         44,123          127,200           91,332

LEASE VALUATION RESERVE                                                                 -           25,182           62,389

OTHER NON-CURRENT LIABILITIES                                                      10,051          102,393          106,286

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Convertible Series A Preferred Stock, $.01 par value, 25,000,000 shares
      authorized; no shares issued at January 29, 1995, 16,683,244 shares
      issued at  January 28, 1996 and  February 2, 1997 (aggregate
      liquidation value of   $186.9  million)                                           -          161,831          161,831
   Convertible Series B Preferred Stock, $.01 par value, 25,000,000 shares
      authorized; no shares issued at January 29, 1995, 3,100,000 shares
      issued at  January 28, 1996 and  February 2, 1997 (aggregate
      liquidation value of  $34.7 million)                                              -           31,000           31,000
   Common Stock, $.01 par value, 1,600,000 shares, 60,000,000 shares and
      60,000,000 shares  authorized at  January 29, 1995,  January 28, 1996 and
      February 2, 1997,  respectively;  1,386,169 shares,  17,207,882  shares
      and 17,207,882 shares  issued  at  January 29, 1995, January 28, 1996
      and February 2, 1997,  respectively                                              14              172              172
   Non-Voting Common Stock, $.01 par value, 25,000,000 shares authorized;
      no shares issued at  January 29, 1995,  January 28, 1996 or
      February 2, 1997                                                                  -                -                -
   Additional  capital                                                            105,580           56,991           56,091
   Notes receivable from stockholders                                                (702)            (602)            (592)
   Retained deficit                                                              (112,225)        (434,643)        (564,223)
-----------------------------------------------------------------------------------------------------------------------------
                                                                                    7,333         (185,251)        (315,721)
   Treasury Stock; no shares of common stock at January 29, 1995,
      421,237 shares at January 28, 1996 and February 2, 1997                           -           (3,547)          (3,547)
-----------------------------------------------------------------------------------------------------------------------------
         Total stockholders' equity (deficit)                                       7,333         (188,798)        (319,268)
-----------------------------------------------------------------------------------------------------------------------------
                                                                               $1,000,695       $3,188,129       $3,131,993
==============================================================================================================================
</TABLE>

    The accompanying notes are an integral part of these consolidated balance
                                     sheets.


                           FOOD 4 LESS HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                                                         For the
                                                             ---------------------------------------------------------------
                                                                52 Weeks         31 Weeks         52 Weeks         53 Weeks
                                                                 Ended            Ended            Ended            Ended
                                                                June 25,       January 29,      January 28,      February 2,
                                                                  1994             1995             1996             1997
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>              <C>               <C>             <C>
SALES                                                         $2,585,160       $1,556,522        $4,335,109      $5,516,259
COST OF SALES (including purchases from
   related parties of  $175,929,  $104,407, $141,432
   and $95,341 for the  52 weeks ended
   June 25, 1994,  the 31 weeks  ended January 29,
   1995,  the 52 weeks ended  January 28, 1996
   and the 53 weeks ended February 2, 1997,  respectively)     2,115,842        1,294,147         3,485,993       4,326,230
-----------------------------------------------------------------------------------------------------------------------------
GROSS PROFIT                                                     469,318          262,375           849,116       1,190,029

SELLING, GENERAL, ADMINISTRATIVE AND
   OTHER, NET                                                    388,836          222,359           785,576         987,425

AMORTIZATION OF GOODWILL                                           7,691            4,615            21,847          38,650

LOSS (GAIN) ON DISPOSAL OF ASSETS                                     37             (455)             (547)          9,317

RESTRUCTURING CHARGE                                                   -            5,134           123,083               -
-----------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME (LOSS)                                           72,754           30,722           (80,843)        154,637

INTEREST EXPENSE:
   Interest expense, excluding amortization of
      deferred financing costs                                    71,545           44,948           194,458         273,550
   Amortization of deferred financing costs                        5,472            3,413             8,193          10,667
-----------------------------------------------------------------------------------------------------------------------------
                                                                  77,017           48,361           202,651         284,217

PROVISION FOR EARTHQUAKE LOSSES                                    4,504                -                 -               -
-----------------------------------------------------------------------------------------------------------------------------
LOSS BEFORE PROVISION FOR INCOME TAXES
   AND EXTRAORDINARY CHARGE                                       (8,767)         (17,639)         (283,494)       (129,580)
PROVISION FOR INCOME TAXES                                         2,700                -               500               -
-----------------------------------------------------------------------------------------------------------------------------
LOSS BEFORE EXTRAORDINARY CHARGE                                 (11,467)         (17,639)         (283,994)       (129,580)
EXTRAORDINARY CHARGE                                                   -                -            38,424               -
-----------------------------------------------------------------------------------------------------------------------------
NET LOSS                                                    $    (11,467)    $    (17,639)      $  (322,418)    $  (129,580)
=============================================================================================================================
LOSS PER COMMON SHARE:
   Loss before extraordinary charge                         $      (0.50)    $      (0.77)      $     (9.02)    $     (3.54)
   Extraordinary charge                                                -                -             (1.22)              -
-----------------------------------------------------------------------------------------------------------------------------
   Net loss                                                 $      (0.50)    $      (0.77)      $    (10.24)    $     (3.54)
=============================================================================================================================
   Average Number of Common Shares Outstanding                22,933,754       22,943,656        31,476,632      36,569,889
=============================================================================================================================
</TABLE>

  The accompanying notes are an integral part of these consolidated statements.
                                        
                                        
                           FOOD 4 LESS HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                                                         For the
                                                              --------------------------------------------------------------
                                                                 52 Weeks        31 Weeks         52 Weeks         53 Weeks
                                                                  Ended           Ended            Ended            Ended
                                                                 June 25,      January 29,      January 28,      February 2,
                                                                   1994            1995             1996             1997
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>             <C>               <C>               <C>
CASH PROVIDED (USED) BY
   OPERATING ACTIVITIES:
      Cash received from customers                           $ 2,585,160      $ 1,556,522      $ 4,335,109       $ 5,516,259
      Cash paid to suppliers and employees                    (2,441,353)      (1,507,523)      (4,197,875)       (5,160,532)
       Interest paid                                             (56,762)         (33,553)        (157,441)         (230,620)
       Income taxes refunded (paid)                                 (247)           1,087              256             8,344
       Interest received                                             903              867            2,562             9,531
       Loss (gain) on disposal of assets                              37              455              547            (9,317)
       Other, net                                                     84             (234)               -                 -
-----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED (USED) BY
   OPERATING ACTIVITIES                                           87,822           17,621          (16,842)          133,665

CASH PROVIDED (USED) BY
   INVESTING ACTIVITIES:
      Proceeds from sale of property and equipment                11,953            7,199           21,373            29,503
      Payment for purchase of property and equipment             (57,471)         (49,023)        (122,355)         (123,622)
      Payment of  acquisition costs, net of cash acquired        (11,050)                -        (403,301)          (12,705)
      Other, net                                                     813             (797)          (1,120)           (4,311)
-----------------------------------------------------------------------------------------------------------------------------
NET CASH USED BY INVESTING ACTIVITIES                            (55,755)         (42,621)        (505,403)         (111,135)

CASH PROVIDED (USED) BY
   FINANCING ACTIVITIES:
      Proceeds from issuance of long-term debt                        28                -        1,105,500            98,946
      Net increase (decrease) in revolving loan                   (4,900)          27,300          100,100           (28,000)
      Payments of long-term debt                                 (14,224)         (13,394)        (661,119)          (61,589)
      Proceeds from issuance of preferred stock, net                   -                -          137,500                 -
      Proceeds from issuance of common stock, net                      -              269                -                 -
      Purchase of treasury stock, net                                  -                -           (3,547)                -
      Purchase of common stock, net                               (1,192)             (57)               -                 -
      Payments of capital lease obligation                        (3,693)          (2,278)         (15,314)          (25,935)
      Deferred financing costs and other, net                       (179)            (276)         (92,452)           (6,346)
-----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED (USED) BY
   FINANCING ACTIVITIES                                          (24,160)          11,564          570,668           (22,924)
-----------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND                                                                       
   CASH EQUIVALENTS                                                7,907          (13,436)          48,423              (394)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                                            25,089           32,996           19,560            67,983
-----------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                             $    32,996      $    19,560     $     67,983     $      67,589
=============================================================================================================================
</TABLE>
                                        
                                        
                           FOOD 4 LESS HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                                                         For the
                                                              --------------------------------------------------------------
                                                                 52 Weeks        31 Weeks         52 Weeks         53 Weeks
                                                                  Ended           Ended            Ended            Ended
                                                                 June 25,      January 29,      January 28,      February 2,
                                                                   1994            1994             1995              1997
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>               <C>           <C>                <C>
RECONCILIATION OF NET LOSS TO NET CASH
   PROVIDED BY OPERATING ACTIVITIES:
      Net loss                                                  $(11,467)        $(17,639)      $ (322,418)       $(129,580)
      Adjustments to reconcile net loss to net cash
         provided (used) by operating activities:
            Depreciation and amortization                         62,555           40,036          133,522          180,344
            Non-cash interest expense                              8,767            6,139           23,877           35,789
            Amortization of debt discount                              -                -                -              214
            Restructuring charge                                       -            5,134          123,083                -
            Extraordinary charge                                       -                -           38,424                -
            Loss (gain) on sale of assets                             65             (455)            (547)           9,317
            Change in assets and liabilities,
               net of effects from acquisition of businesses:
                  Accounts and notes receivable                   (3,220)          (3,398)             (74)          14,999
                  Inventories                                    (17,125)         (11,794)              762             574
                  Prepaid expenses and other                      (5,717)         (11,239)         (18,291)           2,721
                  Accounts payable and accrued liabilities        55,301           18,715            3,327           24,243
                  Self-insurance liabilities                      (3,790)          (8,965)              737          (9,402)
                  Deferred income taxes                            2,506            2,794              454            3,086
                  Income taxes payable                               (53)          (1,707)              302           1,360
-----------------------------------------------------------------------------------------------------------------------------
      Total adjustments                                           99,289           35,260          305,576          263,245
-----------------------------------------------------------------------------------------------------------------------------

NET CASH PROVIDED (USED) BY
   OPERATING ACTIVITIES                                         $ 87,822         $ 17,621     $   (16,842)        $ 133,665
=============================================================================================================================
SUPPLEMENTAL SCHEDULE OF
   NONCASH INVESTING AND
   FINANCING ACTIVITIES:
      Purchase of property and equipment
         through issuance of capital lease obligation           $  2,575         $  4,304      $    24,008        $  28,485
=============================================================================================================================
      Reduction of goodwill and deferred income taxes           $  9,896         $      -      $         -        $       -
=============================================================================================================================
      Acquisition of stores in fiscal year 1994 and
         RSI in fiscal year 1995
              Fair value of assets acquired, including goodwill,
                   net of cash acquired of $32,595 in
                   fiscal year 1995                             $ 11,241         $      -      $ 2,098,220        $       -
              Net cash paid in acquisition                       (11,050)               -        (403,301)                -
              Notes issued to seller                                   -                -        (150,000)                -
              Notes issued to advisor                                  -                -         (12,000)                -
-----------------------------------------------------------------------------------------------------------------------------
              Liabilities assumed                               $    191         $      -      $ 1,532,919        $       -
=============================================================================================================================
</TABLE>

  The accompanying notes are an integral part of these consolidated statements.

                                        
                           FOOD 4 LESS HOLDINGS, INC.
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                            Preferred Stock  Preferred Stock                
                                Series A         Series B      Common Stock    Treasury Stock
                            ---------------  --------------   -------------    --------------                       Stock-
                             Number           Number           Number           Number          Stock-   Add'l           holders'
                               of               of               of               of           holders' Paid-In Retained Equity
                            Shares Amount     Shares Amount    Shares Amount    Shares Amount   Notes  Capital  Deficit (Deficit)
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>     <C>     <C>        <C>     <C>       <C>  <C>       <C>      <C>    <C>       <C>         <C>   
BALANCES AT JUNE 26, 1993      -  $     -         -  $    -  1,385,265 $ 14        -  $     -  $(714) $106,452  $(83,119)  $ 22,633
 Net loss                      -        -         -       -          -    -        -        -      -         -   (11,467)   (11,467)
 Purchase of Common Stock      -        -         -       -     (3,483)   -        -        -     78    (1,270)        -     (1,192)
 Payments of Stockholders'                                                                                                      
     Notes                     -        -         -       -          -    -        -        -     50         -         -         50
                                                                                                                          
BALANCES AT JUNE 25, 1994      -        -         -       -  1,381,782   14        -        -   (586)  105,182   (94,586)  $ 10,024
 Net loss                      -        -         -       -          -    -        -        -      -         -   (17,639)   (17,639)
 Issuance of Common Stock      -        -         -       -      5,504    -        -        -   (191)      460         -        269
 Purchase of Common Stock      -        -         -       -     (1,117)   -        -        -      5       (62)        -        (57)
 Payments of Stockholders'                                                                                         
     Notes                     -        -         -       -          -    -        -        -     70         -         -         70
                                                                                                     
-----------------------------------------------------------------------------------------------------------------------------------
BALANCES AT JANUARY                                                                                
     29, 1995                  -        -         -       -  1,386,169   14        -        -   (702)  105,580  (112,225)    (7,333)
 Net loss                      -        -         -       -          -    -        -        -      -         -  (322,418)  (322,418)
 Payments of Stockholders'                                                                                                    
     Notes                     -        -         -       -          -    -        -        -    100         -         -        100
 Stock split of Common                                                                                                       
     Stock (16.58609143                                                                                               
     shares to 1 share)        -        -         -       - 21,604,957  216        -        -      -      (216)        -          -
 Purchase of Treasury                                                                                       
     Stock                     -        -         -       -          -    - (421,237)  (3,547)     -         -         -     (3,547)
 Issuance of Preferred                                                                                                   
     Stock            10,900,000  109,000 3,100,000  31,000          -    -        -        -      -         -         -    140,000
 Conversion of Common                                                                                                            
     Stock to                                                                                                   
     Preferred                                                                                                                  
     Stock             5,783,244   57,831         -       - (5,783,244) (58)       -        -      -   (57,773)        -          -
 Preferred Stock                                                                                                                  
    Issuance Costs             -   (5,000)        -       -          -    -        -        -      -         -         -     (5,000)
 Exchange RGC liability                                                                                           
    for stock options          -        -         -       -          -    -        -        -      -    10,000         -     10,000
 Repurchase Stock                                                                                                        
    Options                    -        -         -       -          -    -        -        -      -      (600)        -       (600)
------------------------------------------------------------------------------------------------------------------------------------
BALANCES AT JANUARY 
    28, 1996          16,683,244  161,831 3,100,000  31,000 17,207,882  172 (421,237)  (3,547)  (602)   56,991  (434,643)  (188,798)
 Net loss                      -        -         -       -          -    -        -        -      -         -  (129,580)  (129,580)
 Payments of                                                                                                               
    Stockholders'                                                                                                                  
    Notes                      -        -         -       -          -    -        -        -     10         -         -         10
 Repurchase Stock                                                                                                  
    Options                    -        -         -       -          -    -        -        -      -      (900)        -       (900)
------------------------------------------------------------------------------------------------------------------------------------
BALANCES AT FEBRUARY                                                                                                   
     2, 1997          16,683,244 $161,831 3,100,000 $31,000 17,207,882 $172 (421,237) $(3,547) $(592)  $56,091 $(564,223) $(319,268)
====================================================================================================================================
</TABLE>

  The accompanying notes are an integral part of these consolidated statements.

                           FOOD 4 LESS HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   ORGANIZATION AND ACQUISITIONS

          Food 4 Less Holdings, Inc. ("Holdings" or together with its
     subsidiaries, the "Company"), a Delaware corporation, owns all of the
     outstanding capital stock of Ralphs Grocery Company ("Ralphs"), which
     is the successor through merger to Food 4 Less Supermarkets, Inc. ("F4L
     Supermarkets").  See "Ralphs Merger" below.   The Company is a multiple
     format supermarket operator that tailors its retail strategy to the
     particular needs of the individual communities it serves. The Company
     operates in three geographic areas:  Southern California, Northern
     California and certain areas of the Midwest.  Ralphs  has four first-tier
     subsidiaries:  Cala Co. ("Cala"), Falley's, Inc. ("Falley's"),  Food 4 Less
     of Southern California, Inc. ("F4L-SoCal"), formerly known as Breco Holding
     Company, Inc. ("BHC") and Crawford Stores, Inc.  Cala Foods, Inc. ("Cala
     Foods") and Bell Markets, Inc. ("Bell") are subsidiaries of Cala, and
     Alpha Beta Company ("Alpha Beta") is a subsidiary of F4L-SoCal.
     Ralphs Merger

          On June 14, 1995, F4L Supermarkets, Food 4 Less Holdings, Inc., a
     California corporation ("Old Holdings"), and Food 4 Less, Inc. ("FFL")
     (which owned a majority of the stock of Old Holdings) completed a
     definitive agreement and plan of merger (the "Merger Agreement") with
     Ralphs Supermarkets, Inc. ("RSI") and the stockholders of RSI.  Pursuant to
     the terms of the Merger Agreement, as amended, F4L Supermarkets  was merged
     with and into RSI (the "RSI Merger").  Immediately following the RSI
     Merger, pre-Merger Ralphs Grocery Company ("RGC"), which was a wholly-owned
     subsidiary of RSI,  merged  with and into RSI (the "RGC Merger," and
     together with the RSI Merger, the "Merger"), and RSI  changed  its name to
     Ralphs Grocery Company.  Prior to the Merger, FFL merged with and into Old
     Holdings, which was  the surviving corporation (the "FFL Merger").
     Immediately following the FFL Merger, Old  Holdings  changed its
     jurisdiction of incorporation by merging into a newly-formed, wholly-owned
     subsidiary, incorporated in Delaware (the "Reincorporation Merger").  As a
     result of the Merger, the FFL Merger and the Reincorporation Merger, Ralphs
     became a wholly-owned subsidiary of Holdings.

          The purchase price for the outstanding capital stock of RSI was $538.1
     million; the Company paid $388.1 million in cash,  issued $131.5 million
     principal amount  of its 13-5/8% Senior Subordinated Pay-in-Kind Debentures
     due 2007 (the "Seller Debentures"), and issued  $18.5 million initial
     accreted value of its 13-5/8% Senior Discount Debentures due 2005 (the "New
     Discount Debentures").   The Company also paid fees associated with the
     acquisition of $47.8 million (including a prepayment premium on outstanding
     mortgage debt of RGC of $19.7 million), which was offset by RGC's cash on
     hand at the Merger date of $32.6 million.

          The merger has been accounted for in accordance with the purchase
     method of accounting and, accordingly, the net assets acquired have been
     included in the Company's consolidated balance sheets based upon their
     estimated fair values as of the effective date.  The purchase price in
     excess of the fair market value of RSI's net assets was recorded as
     goodwill and is being amortized over a 40-year period.  The Company
     finalized the allocation of the RSI purchase price in the second quarter of
     fiscal 1996.  The Company's consolidated statements of operations include
     the revenues and expenses of RSI after the effective date of the Merger.

          The proceeds from the Credit Facility, the 1995 10.45% Senior Notes
     and  the 1995 11% Senior Subordinated Notes (all as defined below)
     provided the sources of financing required to pay the Company's portion of
     the purchase price and to repay outstanding bank debt of  F4L Supermarkets
     and RGC of $176.5 million and $228.9 million, respectively, and to repay
     existing mortgage debt of $174.0 million of  RGC.   In addition, the
     Company exchanged certain of its newly issued senior notes and senior
     subordinated notes for outstanding indebtedness of RGC and F4L
     Supermarkets.  Proceeds from the  Credit Facility also were used to pay
     certain exchange and consent solicitation fees associated with the above
     transactions, and to pay accrued interest on all exchanged debt securities
     in the amount of $27.8 million, to pay $17.8 million to the holders of the
     RGC Equity Appreciation Rights and to loan $5.0 million to an affiliate for
     the benefit of such holders, to pay approximately $93.3 million of fees and
     expenses of the Merger and the related financing and to pay $3.5 million to
     purchase shares of common stock of Old  Holdings from certain dissenting
     shareholders.  In addition, Holdings issued $22.5 million of its Discount
     Debentures in consideration for certain Merger-related services.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

          The accompanying consolidated financial statements include the
     accounts of Holdings and its wholly-owned subsidiaries.  The results of
     operations of pre-Merger Ralphs Grocery Company and all previous
     acquisitions have been excluded from the consolidated financial statements
     for periods  prior to their respective acquisition dates.  All intercompany
     transactions have been eliminated in consolidation.

          The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period.  Actual results could differ from those
     estimates.

     Fiscal Year

          The Company operates within a conventional 52 or 53-week accounting
     fiscal year.  The Company, together with its subsidiaries, changed its
     fiscal year-end from the last Saturday in June to the Sunday closest to
     January 31, resulting in a 31-week transition period ended January 29,
     1995.  As a result of the fiscal year-end change, the 52-week period ended
     June 25, 1994 is referred to as fiscal  1994,  the 31-week period ended
     January 29, 1995 is referred to as the 1995 transition period,  the 52-week
     period ended January 28, 1996 is referred to as fiscal 1995 and the 53-week
     period ended February 2, 1997 is referred to as fiscal 1996.  Information
     presented below concerning subsequent fiscal years starts with fiscal year
     1997, which will cover the 52 weeks ended  February 1, 1998 and will
     proceed sequentially forward.

     Cash and Cash Equivalents

          The Company considers all highly liquid investments purchased with an
     original maturity of three months or less to be cash equivalents.

     Inventories

          Inventories, which consist of grocery products, are stated at the
     lower of cost or market.  Cost has been principally determined using the
     last-in, first-out ("LIFO") method.  If inventories had been valued using
     the first-in, first-out ("FIFO") method, inventories would have been higher
     by $16.5 million,  $18.7 million and $24.3 million  at  January 29, 1995,
     January 28, 1996 and February 2, 1997, respectively, and gross profit and
     operating income would have been greater by $0.7 million,  $2.7 million,
     $2.2 million and $5.6 million  for fiscal year  1994, the 1995 transition
     period,  fiscal year 1995 and fiscal year 1996, respectively.

     Pre-opening Costs

          Certain costs associated with opening new stores are deferred and
     amortized over one year following the opening of each new store.

     Closed Store Reserves

          When a store is closed, the Company provides a reserve for the net
     book value of its property and equipment, net of salvage value, and the net
     present value of the remaining lease obligation, net of sublease income.

     Investments in Supplier Cooperatives

          The investment in Certified is accounted for on the cost method.
     There are certain restrictions on the sale of this investment.

     Property and Equipment

          Property and equipment are stated at cost.  Depreciation expense
     includes amortization of capital lease assets.  Depreciation is provided
     using the straight-line method over the following estimated useful lives:

              Buildings and improvements     5-40 years
              Equipment and fixtures         3-10 years
              Property under capital leases
                 and leasehold interests     3-45 years  (lease term)

     Deferred Financing Costs

          Costs incurred in connection with the issuance of debt are amortized
     over the term of the related debt using the effective interest method.

Long-Lived Assets

          Goodwill, representing the excess of the purchase price over the fair
     value of the net assets of businesses acquired, is amortized on a straight-
     line basis over 40 years beginning at the date of acquisition.

          In the first quarter of fiscal 1996, the Company adopted Statement of
     Financial Accounting Standard No. 121, "Accounting for the Impairment of
     Long-Lived Assets and for Long-Lived Assets to be Disposed of"  ("SFAS
     121").  The adoption of SFAS 121 had no impact on the Company's financial
     position or on its results of operations.

     Income Taxes

          The Company accounts for income taxes under Statement of Financial
     Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109").
     SFAS 109 is an asset and liability approach that requires the recognition
     of deferred tax assets and liabilities for the expected future tax
     consequences of events that have been recognized in the Company's financial
     statements or tax returns.  In estimating future tax consequences, SFAS 109
     generally considers all expected future events other than proposed changes
     in the tax law or rates.

     Notes Receivable from Stockholders

          Notes receivable from stockholders represent loans to employees of the
     Company for purchases of Holdings' common stock.  The notes are due over
     various periods, bear interest at the prime rate, and are secured by each
     stockholder's shares of Holdings'  common stock.

     Self-Insurance

          The Company is self-insured for its workers' compensation, general
     liability and vehicle accident claims.  The Company establishes reserves
     based on an independent actuary's valuation of open claims reported and an
     estimate of claims incurred but not yet filed.

     Discounts and Promotional Allowances

          Promotional allowances and vendor discounts are recorded as a
     reduction of cost of sales in the accompanying consolidated statements of
     operations.  Allowance proceeds received in advance are deferred and
     recognized in the period earned.

     Provision for Earthquake Losses

          On January 17, 1994, Southern California was struck by a major
     earthquake which resulted in the temporary closure of 31 of the Company's
     stores.  The closures were caused primarily by loss of electricity, water,
     inventory or structural damage.  All but one of the closed stores reopened
     within a week of the earthquake.  The final closed store reopened on March
     24, 1994.  The Company is insured against earthquake losses (including
     business interruption), subject to certain deductibles.  The pre-tax loss,
     net of insurance recoveries, was approximately $4.5 million.

     Extraordinary Items

          For the 52 weeks ended January 28, 1996, the Company recorded an
     extraordinary charge relating to the refinancing of F4L Supermarkets' Old
     Credit Facility, 10.45% Senior Notes due 2000 (the "Old F4L Senior Notes"),
     13.75% Senior Subordinated Notes due 2001 (the "Old F4L Senior Subordinated
     Notes"), the repayment of Holdings' 15.25% Senior Discount Notes due 2004
     in connection with the Merger and the write-off of their related debt
     issuance costs.

     Loss Per Common Share

          Loss per common share is computed based on the weighted average number
     of shares outstanding during the applicable period.  Fully diluted loss per
     share has been omitted as it is anti-dilutive for all periods presented.

     Stock Option Plans

          The Company applies the intrinsic value method in accordance with
     Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees," ("APB 25"), and related interpretations in accounting for its
     employee stock options.

     Derivative Financial Instruments

          The Company utilizes an interest rate collar agreement to set interest
     rate limits on its Term Loans to satisfy the interest rate protection
     requirements under its Credit Facility.  Favorable or unfavorable movements
     of interest rates outside of the interest rate limits are recorded as
     adjustments to interest expense in the period in which the unfavorable
     movement occurs.

     Reclassifications

          Certain prior period amounts in the consolidated financial statements
     have been reclassified to conform to the fiscal year 1996 presentation.

3.   SENIOR DEBT AND SENIOR SUBORDINATED DEBT

          The Company's senior debt is summarized as follows (in thousands):
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                                                    As of
                                                   ------------------------------------
                                                   January 29, January 28, February 2,
                                                      1995        1996       1997
-------------------------------------------------------------------------------------------
   <S>                                             <C>        <C>         <C>
     Term Loans                                     $       -  $  590,426  $  541,432
     Old Term Loan                                    125,732           -           -
     10.45% Senior Notes, principal due 2004 with
        interest payable semi-annually in arrears           -     520,326     520,326
     10.45% Senior Notes, principal due 2004 with
        interest payable semi-annually in arrears,
        net of unamortized debt discount of $5,161
        at February 2, 1997, 11.5% yield to maturity        -           -      94,839
     10.45%  Senior Notes, principal due 2000 with
        interest payable semi-annually in arrears     175,000       4,674       4,674
     Revolving Facility                                     -     127,400      99,400
     Old Revolving Loan                                27,300           -           -
     10.0%  secured promissory note, collateralized
       by the stock of Bell, due June 1996, interest
       payable quarterly                                8,000       8,000           -
     Other senior  debt                                 7,132       7,211       6,936
--------------------------------------------------------------------------------------
                                                      343,164   1,258,037   1,267,607
--------------------------------------------------------------------------------------
     Less--current portion                             22,263      31,735       4,465
--------------------------------------------------------------------------------------
                                                     $320,901  $1,226,302  $1,263,142
======================================================================================
</TABLE>

     Senior Debt

          As part of the Merger financing, the Company entered into a bank
     credit agreement (the "Credit Facility")  comprised of a $600.0 million
     term loan facility (the "Term Loans") and a revolving credit facility of
     $325.0 million (the "Revolving Facility") under which working capital loans
     may be made and commercial or standby letters of credit in the maximum
     aggregate amount of up to $150.0 million may be issued.  The Credit
     Facility is collateralized by inventory, receivables, certain fixed assets,
     deposit accounts, collection proceeds and certain intangibles.

          At February 2, 1997, $541.4 million was outstanding under the Term
     Loans, $99.4 million was outstanding under the Revolving Facility, and
     $89.1 million of standby letters of credit had been issued on behalf of the
     Company.  A commitment fee of one-half of one  percent per annum is charged
     on the average daily unused portion of the  Revolving Facility; such
     commitment fees are due quarterly in arrears.  At February 2, 1997, the
     weighted average interest rate on the Term Loans was 8.99 percent and the
     interest rate on the Revolving Facility was 8.68 percent.

          The Company has entered into an interest rate collar agreement with
     the Credit Facility Administrative Agent that effectively sets interest
     rate limits on the Company's term loans.  The notational principal amount
     at February 2, 1997 and January 28, 1996 was $325 million.  The agreement,
     which was entered into on October 11, 1995 and expires on October 21, 1997,
     limits the interest rate fluctuation of the 3-month Adjusted Eurodollar
     Rate (as defined) to a range between 4.5 percent and 8.0 percent.  The
     agreement requires quarterly cash settlement for interest rate fluctuations
     outside of the limits.  The agreement satisfies the interest rate
     protection requirements under the Credit Facility.  As of February 2, 1997
     and January 28, 1996, the 3-month Adjusted Eurodollar Rate was 5.56 percent
     and 5.50 percent, respectively.  No adjustments to interest expense were
     recorded during fiscal year 1996 or 1995 as a result of this agreement.

          In November 1996, the Company amended the Term Loans to pay down
     $125.0 million on one of the original tranches (Tranche A) and initiated
     new tranches, Tranche E, Tranche F, and Tranche G, in the amounts of $75.0
     million, $25.0 million and $25.0 million, respectively.  The amortization
     of the new tranches mirrors the maturity of the initial Tranche B, initial
     Tranche C and initial Tranche D.

          Quarterly principal installments on the Term Loans continue to
     December 2003, with amounts payable in each year as follows:  $4.3 million
     in fiscal 1997, $4.3 million in fiscal 1998, $29.0 million in fiscal 1999,
     $66.4  million  in fiscal  2000, $118.2 million in fiscal 2001 and $319.2
     million  thereafter.  The principal installments can be accelerated if the
     Company receives proceeds on the sale of certain of its assets in the
     future.   To the extent that borrowings under the Revolving Facility are
     not paid earlier, they are due in December 2003.  The common stock of the
     Company and certain of its direct and indirect subsidiaries has been
     pledged as security under the Credit Facility.

          F4L Supermarkets issued $350.0 million of  10.45% Senior Notes due
     2004 (the "1995 10.45% Senior Notes") and exchanged $170.3 million
     principal amount  of 1995 10.45% Senior Notes for an equal amount of the
     10.45%  F4L  Senior Notes due 2000 (the "Old F4L Senior Notes")  (together
     with the 1995 10.45% Senior Notes, the "Senior Notes"),  leaving an
     outstanding balance of $4.7 million of the Old F4L Senior Notes.  The Old
     F4L Senior Notes are due in two equal sinking fund payments on April 15,
     1999 and 2000.  The Senior Notes are senior unsecured obligations of the
     Company and rank "pari passu" in right of payment with other senior
     unsecured indebtedness of the Company.  However, the  Senior Notes are
     effectively subordinated to all secured indebtedness of the Company and its
     subsidiaries, including indebtedness under the Credit Facility.   Interest
     on the 1995 10.45% Senior Notes is payable semiannually in arrears on each
     June 15 and December 15.  Interest on the Old F4L Senior Notes is payable
     semiannually in arrears on each April 15 and October 15.

          In June 1996, the Company issued $100.0 million aggregate principal
     amount of 10.45% Senior Notes due 2004 (the "1996 10.45% Senior Notes").
     The terms of the 1996 10.45% Senior  Notes are substantially identical to
     those of the Company's 1995 10.45% Senior Notes, which were issued in a
     registered offering in June 1995 and of which $520.3 million aggregate
     principal amount is outstanding.  The 1996 10.45% Senior Notes were issued
     with original issue discount resulting in gross proceeds to the Company of
     $94.6 million.  In July 1996, the Company initiated an offer to exchange
     (the "Exchange Offer") $1,000 principal amount of its 1996 10.45% Senior
     Notes, which exchange has been registered under the Securities Act of 1933,
     as amended, for each $1,000 principal amount of its 1996 10.45% Senior
     Notes.  The Exchange Offer was completed in August 1996.

          The $94.6 million of gross proceeds from the 1996 10.45% Senior Notes
     was used to (i) repay $22.7 million of Term Loans, which was due within the
     following twelve months, (ii) repay $21.7 million of additional Term Loans,
     pro rata over the term thereof, (iii) repay $47.6 million in borrowings
     under the Revolving Facility (without any reduction in amounts available
     for future borrowing thereunder) and (iv) pay fees and expenses related to
     the 1996 10.45% Senior Notes of approximately $2.6 million.

          The 1995 10.45% Senior Notes and the 1996 10.45% Senior Notes (the 
     "New Senior Notes") may be redeemed, at the option of the Company, in whole
     at any time or in part from time to time, beginning in fiscal 2000, at a 
     redemption price of 105.2 percent.  The redemption price declines ratably
     to 100 percent in fiscal 2003.  In addition, on or prior to June 15, 1998,
     the Company may, at its option, use the net cash proceeds of one or more 
     public equity offerings to redeem up to an aggregate of 35 percent of the 
     principal amount of the New Senior Notes originally issued, at a redemption
     price equal to 110.4 percent, 108.9 percent, and 107.5 percent of the 
     principal amount thereof if redeemed during the 12 months commencing on 
     June 15, 1995, June 15, 1996, and June 15, 1997, respectively, in each case
     plus accrued and unpaid interest, if any, to the redemption date.  The Old
     F4L Senior Notes may be redeemed beginning in fiscal year 1996 at 104.5
     percent, declining ratably to 100 percent in fiscal year 1999.


          Scheduled maturities of principal of senior debt at February 2, 1997
     are as follows (in thousands):

<TABLE>
<CAPTION>
--------------------------------------------
               Fiscal Year
--------------------------------------------
              <C>            <C>
               1997           $       4,465
               1998                   4,571
               1999                  30,571
               2000                  71,292
               2001                 118,401
               Later years        1,038,307
--------------------------------------------
                                 $1,267,607
============================================
</TABLE>

          The Company's senior subordinated debt is summarized as follows (in
     thousands):

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                                                                 As of
                                                 -------------------------------------
                                                 January 29,  January 28,  February 2,
                                                     1995        1996        1997
--------------------------------------------------------------------------------------
    <S>                                          <C>          <C>         <C>
     11.00% Senior Subordinated Notes             $       -    $524,005    $524,005
        principal due 2005 with interest payable
        semi-annually in arrears
     13.75% Senior Subordinated Notes                     -     140,184     140,184
        principal due 2005 with interest payable
        semi-annually in arrears
     13.75% Senior Subordinated Notes               145,000       4,816       4,816
        principal due 2001 with interest payable
        semi-annually in arrears
     Other Senior Subordinated debt                       -       2,217       2,217
-------------------------------------------------------------------------------------
                                                   $145,000    $671,222    $671,222
=====================================================================================
</TABLE>

     Senior Subordinated Debt

          Concurrent with the Merger, the Company issued $100.0 million of 11%
     Senior Subordinated Notes due 2005 (the "1995 11% Senior Subordinated
     Notes") and (i) exchanged  $142.2 million  principal amount of  the RGC 9%
     Senior Subordinated Notes due 2003 (the "Old RGC 9% Notes") and $281.8
     million  principal amount of the RGC 10.25% Senior Subordinated Notes due
     2002 (the "Old RGC 10.25% Notes," and together with the Old RGC 9% Notes,
     the "Old RGC Notes") for an equal amount of 1995 11% Senior Subordinated
     Notes, (ii) purchased $7.5 million  principal amount of Old RGC 9% Notes
     and $15.2 million  principal amount of Old RGC 10.25% Notes in conjunction
     with the offers, and (iii) subsequently purchased $0.1 million  principal
     amount of Old RGC 9% Notes and $1.0 million principal amount of Old RGC
     10.25% Notes subject to the change of control provision,  leaving an
     outstanding balance of $0.1 million on the Old RGC 9% Notes and an
     outstanding balance of $2.1 million on the Old RGC 10.25% Notes.   The 1995
     11% Senior Subordinated Notes are senior subordinated, unsecured
     obligations of the Company and are subordinated in right of payment to all
     senior indebtedness, including the Company's obligations under the Credit
     Facility and the New Senior Notes and the Old F4L Senior Notes.  Interest
     on the New RGC Notes is payable semiannually in arrears on each June 15 and
     December 15.

          The 1995 11% Senior Subordinated Notes may be redeemed at the option
     of the Company, in whole at any time or in part from time to time,
     beginning in fiscal year 2000, at an initial redemption price of 105.5
     percent.  The redemption price declines ratably to 100 percent in fiscal
     year 2003.  In addition, on or prior to June 15, 1998, the Company may, at
     its option, use the net cash proceeds of one or more public equity
     offerings to redeem up to an aggregate of 35 percent of the principal
     amount of the 1995 11% Senior Subordinated Notes originally issued, at a
     redemption price equal to 111.0 percent, 109.4 percent, and 107.9 percent
     of the principal amount thereof if redeemed during the 12 months commencing
     on June 15, 1995, June 15, 1996, and June 15, 1997, respectively, in each
     case plus accrued and unpaid interest, if any, to the redemption date.

          F4L Supermarkets  exchanged $140.2 million 13.75% Senior Subordinated
     Notes due 2005 (the "New  F4L Senior Subordinated Notes")  for an equal
     amount of F4L 13.75% Senior Subordinated Notes due 2001 (the "Old  F4L
     Senior Subordinated Notes," and together with the New  F4L Senior
     Subordinated Notes, the "13.75% Senior Subordinated Notes") of the Company,
     leaving an outstanding balance of $4.8 million of  the Old F4L Senior
     Subordinated Notes.  The 13.75% Senior Subordinated Notes are senior
     subordinated unsecured obligations of the Company and are subordinated in
     right of payment to all senior indebtedness, including the Company's
     obligations under the Credit Facility,  the New Senior Notes, and the Old
     F4L Senior Notes and the 1995 11% Senior Subordinated Notes.  Interest on
     the 13.75% Senior Subordinated Notes is  payable semiannually in arrears on
     each June 15 and December 15 commencing on December 15, 1995.  The New F4L
     Senior Subordinated Notes may be redeemed beginning in fiscal year 1996 at
     a redemption price of 106.111 percent.  The redemption price declines
     ratably to 100 percent in fiscal year 2000.

          Scheduled maturities of principal of senior subordinated debt at
     February 2, 1997 are as follows (in thousands):

<TABLE>
<CAPTION>
------------------------------------------------
          Fiscal Year
------------------------------------------------
         <C>                 <C>

          1997                $            -
          1998                             -
          1999                             -
          2000                             -
          2001                         4,816
          Later years                666,406
------------------------------------------------
                                    $671,222
================================================
</TABLE>

          At the time of the Merger, Holdings issued $100.0 million of its New
     Discount Debentures.  At February 2, 1997, the balance of the New Discount
     Debentures was $123.8 million.    Interest on the New Discount Debentures
     accretes at the rate of 13-5/8% until June 15, 2000, when cash interest
     will accrue and be payable semiannually commencing December 15, 2000.  The
     New Discount Debentures may be redeemed, at the option of Holdings,
     beginning in fiscal year 2000 at a redemption price of 106.8125 percent,
     which declines annually until fiscal year 2004 when they may be redeemed at
     100.0 percent.  The New Discount Debentures are senior unsecured
     obligations of Holdings and rank senior in right of payment to the Seller
     Debentures.

          Holdings issued $131.5 million of its Seller Debentures  as partial
     consideration to the sellers of the RSI common stock (the "Selling
     Stockholders").  At February 2, 1997, the balance of the Seller Debentures
     was $159.9 million.  Interest is payable semi-annually on each June 15 and
     December 15 commencing on December 15, 1995.  Holdings has the option, in
     its sole discretion, to issue additional securities ("Secondary
     Securities") in lieu of a cash payment of any or all of the interest due on
     each interest payment date prior to and including June 15, 2000.  Secondary
     Securities were issued during fiscal 1996 in lieu of a cash payment.

          The Seller Debentures may be redeemed, in whole or in part at the
     option of Holdings, at any time after June 15, 2000, at an initial
     redemption price of 106.8125 percent.  The redemption price declines
     ratably to 100 percent in fiscal 2004.  The Seller Debentures are senior
     subordinated unsecured obligations of Holdings and are subordinate in right
     of payment to all senior indebtedness of Holdings, including the New
     Discount Debentures.

     Financial Covenants

          The Credit Facility, among other things, requires the Company to
     maintain minimum levels of net worth (as defined), to maintain minimum
     levels of earnings,  to maintain a hedge agreement to provide interest rate
     protection, and to comply with certain ratios related to fixed charges  and
     indebtedness.  During fiscal 1995, certain financial covenants and other
     terms of the  Credit Facility were amended to, among other things, provide
     for the acquisition of Smith's Food and Drug Centers, Inc. ("Smith's")
     Riverside distribution and creamery facility, the acquisition of certain
     operating assets and inventory at that facility, the acquisition of nine of
     the Smith's Southern California stores and the closure of up to nine stores
     in conjunction with these acquisitions.  In addition, the Credit Facility
     and the indentures governing the New Senior  Notes, the 1995 11% Senior
     Subordinated Notes and the New F4L Senior Subordinated Notes limit, among
     other things, additional borrowings, dividends on, and redemption of,
     capital stock and the acquisition and the disposition of assets.  At
     February 2, 1997, the Company was in compliance with the financial
     covenants of its debt agreements.  At February 2, 1997, dividends and
     certain other payments are restricted based on terms in the debt
     agreements.

4.   LEASES

          The Company's operations are conducted primarily in leased properties.
     Substantially all leases contain renewal options.  Rental expense under
     operating leases was as follows (in thousands):

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                 For the
                                 -----------------------------------------------
                                 52 Weeks  31 Weeks      52 Weeks    53 Weeks
                                  Ended      Ended         Ended       Ended
                                 June 25,  January 29,  January 28,  February 2,
                                   1994      1995           1996        1997
--------------------------------------------------------------------------------
         <S>                    <C>        <C>         <C>          <C>
          Minimum rents          $49,788    $33,458     $97,752      $146,101
          Rents based on sales     3,806      1,999       3,439         3,786
================================================================================
</TABLE>

          Following is a summary of future minimum lease payments under
     operating leases at February 2, 1997 (in thousands):


<TABLE>
<CAPTION>
--------------------------------------------
          Fiscal Year
--------------------------------------------
         <C>                  <C>
          1997                 $    145,675
          1998                      138,038
          1999                      135,227
          2000                      131,243
          2001                      118,973
          Later years             1,279,824
--------------------------------------------
                                $ 1,948,980
============================================
</TABLE>

          The Company has entered into lease agreements for new supermarket
     sites  which were not in operation at February 2, 1997.  Future minimum
     lease payments under such operating leases generally begin when such
     facilities open and at February 2, 1997 are:  1997 - $3.6 million; 1998 -
     $6.9 million; 1999 - $6.9 million; 2000 -  $6.9 million; 2001 - $6.9
     million;  later years - $112.5 million.

          Certain leases qualify as capital leases under the criteria
     established in Statement of Financial Accounting Standards No. 13,
     "Accounting for Leases," and are classified on the consolidated balance
     sheets as leased property under capital leases.  Future minimum lease
     payments for the property under capital leases at February 2, 1997 are as
     follows (in thousands):

<TABLE>
<CAPTION>
----------------------------------------------------------------
          Fiscal Year
----------------------------------------------------------------
         <C>                                     <C>
          1997                                    $  42,467
          1998                                       36,104
          1999                                       28,207
          2000                                       22,515
          2001                                       14,146
          Later years                               101,838
----------------------------------------------------------------
               Total minimum lease payments         245,277
          Less:  amounts representing interest       90,900
----------------------------------------------------------------
          Present value of minimum lease payments   154,377
          Less:  current portion                     28,041
----------------------------------------------------------------
                                                  $ 126,336
================================================================
</TABLE>

          Accumulated depreciation related to leased property under capital
     leases was   $27.6 million, $42.7 million and $62.0 million  at  January
     29, 1995,  January 28, 1996 and February 2, 1997,  respectively.

5.   INVESTMENT IN A.W.G.

          The investment in Associated Wholesale Grocers ("A.W.G.") consists
     principally of A.W.G.'s six percent interest-bearing seven- and eight-year
     patronage certificates received in payment of certain rebates.  Following
     is a summary of future maturities based upon current redemption terms (in
     thousands):

<TABLE>
<CAPTION>
------------------------------------------------
          Fiscal Year
------------------------------------------------
         <C>                      <C>
          1997                     $      -
          1998                          757
          1999                        1,504
          2000                        1,478
          2001                        1,724
          Later years                 1,557
------------------------------------------------
                                     $7,020
================================================
</TABLE>

6.   INCOME TAXES

          The provision (benefit) for income taxes consists of the following (in
     thousands):

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                                52 Weeks    31 Weeks      52 Weeks     53 Weeks
                                  Ended       Ended         Ended        Ended
                                June 25,   January 29,   January 28,   February 2,
                                  1994        1995          1996          1997
--------------------------------------------------------------------------------------
    <S>                       <C>         <C>            <C>           <C>
     Current:
        Federal                $ 3,251     $ (2,894)      $      -      $     -
        State and other            712          100             46            -
--------------------------------------------------------------------------------------
                                 3,963       (2,794)            46            -
======================================================================================

     Deferred:
        Federal                    78         2,794              -            -
        State and other        (1,341)            -            454            -
--------------------------------------------------------------------------------------
                               (1,263)        2,794            454            -
--------------------------------------------------------------------------------------
                              $ 2,700      $      -       $    500     $      -
======================================================================================
</TABLE>

          A reconciliation of the provision (benefit) for income taxes to
     amounts computed at the federal statutory rates of  35 percent for fiscal
     1994,  the 1995  transition period, fiscal 1995 and fiscal 1996  is as
     follows (in thousands):

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                          52 Weeks   31 Weeks      52 Weeks     53 Weeks
                                           Ended       Ended         Ended        Ended
                                          June 25,  January 29,   January 28,   February 2,
                                            1994       1995          1996          1997
-------------------------------------------------------------------------------------------
    <S>                                 <C>       <C>           <C>           <C>
     Federal income taxes at statutory
        rate on loss before provision
        for income taxes and
        extraordinary charges            $(3,068)   $(6,173)     $(112,670)    $(45,353)
     State and other taxes,
        net of federal tax benefit            (1)        65        (18,057)      (2,321)
     Effect of permanent differences
        resulting primarily from:
           Amortization of goodwill        2,820      1,701         (1,665)       9,802
           Original issue discount           526        387            306          404
     Tax credits and other                     -          -          3,769       (4,851)
     Accounting limitation of
        deferred tax benefit               2,423      4,020        128,817       42,319
-------------------------------------------------------------------------------------------
                                         $ 2,700    $     -      $     500     $      -
===========================================================================================
</TABLE>

     The provision (benefit) for deferred taxes consists of the following (in
thousands):

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
                                        52 Weeks   31 Weeks       52 Weeks      53 Weeks
                                         Ended       Ended         Ended         Ended
                                        June 25,  January 29,   January 28,   February 2,
                                          1994       1995          1996          1997
------------------------------------------------------------------------------------------
    <S>                               <C>         <C>           <C>           <C>
     Property and equipment            $ (1,687)   $    992      $   (460)     $ 20,606
     Inventory                           (2,415)     (2,627)       (8,479)           40
     Original issue discount             (2,981)     (2,069)       (1,217)      (10,966)
     Capital lease obligation             2,792         527          (502)       (5,253)
     Self-insurance reserves               (535)      5,523         2,104         2,276
     Accrued expense                     (2,136)     (3,807)      (26,304)       (1,435)
     Accrued payroll and related 
          liabilities                     1,721      (3,879)       (6,206)       (2,916)
     Damaged inventory reimbursement          -           -             -             -
     Tax intangibles                          -           -         6,234        10,182
     State taxes                              -           -       (21,902)       (6,848)
     Net operating losses                 5,782      (6,963)      (73,406)      (50,069)
     Tax credits                         (4,477)      1,711         3,601             -
     Accounting limitation (recognition)
        of deferred tax benefit           1,896      12,563       128,817        42,319
     Other, net                             777         823        (1,826)        2,064
------------------------------------------------------------------------------------------
                                       $ (1,263)   $  2,794     $     454$            -
==========================================================================================
</TABLE>

          The significant components of the Company's deferred tax assets
     (liabilities) are as follows (in thousands):

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
                                                   January 29,  January 28,   February 2,
                                                       1995         1996         1997
------------------------------------------------------------------------------------------
    <S>                                           <C>          <C>          <C>
     Deferred tax assets:
        Accrued payroll and related liabilities    $   6,248    $  27,579    $  30,495
        Other accrued liabilities                     18,467       71,955       73,389
        Obligations under capital leases                   -       37,584       42,837
        Original issue discount                            -        7,604       18,571
        Self-insurance liabilities                    25,204       49,773       47,497
        Loss carryforwards                            27,638      166,390      216,459
        Tax credit carryforwards                       4,157          913          913
        State taxes                                        -       31,473       38,321
        Other                                            570       18,024       16,075
------------------------------------------------------------------------------------------
           Gross deferred tax assets                  82,284      411,295      484,557
        Valuation allowance                          (48,030)    (306,560)    (348,879)
------------------------------------------------------------------------------------------
           Net deferred tax assets                 $  34,254    $ 104,735    $ 135,678
------------------------------------------------------------------------------------------
                                                                       
     Deferred tax liabilities:                                 
        Inventories                                $ (11,690)   $  (9,762)   $  (9,802)
        Property and equipment                       (28,527)    (106,116)    (129,808)
        Obligations under capital leases              (9,261)           -            -
        Other                                         (2,310)        (611)        (725)
        Tax intangibles                                    -       (6,234)     (16,416)
------------------------------------------------------------------------------------------
           Gross deferred tax liability              (51,788)    (122,723)    (156,751)
------------------------------------------------------------------------------------------
           Net deferred tax liability              $ (17,534)   $ (17,988)   $ (21,073)
==========================================================================================
</TABLE>

          The Company recorded a valuation allowance to reserve a portion of its
     gross deferred tax assets at February 2, 1997 due primarily to financial
     and tax losses in recent years.  Under SFAS 109, this valuation allowance
     will be adjusted in future periods as appropriate.  However, the timing and
     extent of such future adjustments to the allowance cannot be determined at
     this time.

          At February 2, 1997, approximately $139.0 million  of the valuation
     allowance for deferred tax assets will reduce goodwill when the allowance
     is no longer required.

          At February 2, 1997, the Company has net operating loss carryforwards
     for federal income tax purposes of $618.0 million, which expire from 2007
     through 2012.  The Company has federal Alternative Minimum Tax ("AMT")
     credit carryforwards of approximately $0.9  million which are available to
     reduce future regular taxes in excess of AMT.  Currently, there is no
     expiration date for these credits.

          A portion of the loss carryforwards described above are subject to the
     provisions of the Tax Reform Act of 1986, specifically Internal Revenue
     Code Section 382.  The law limits the use of net operating loss
     carryforwards when changes of ownership of more than 50 percent occur
     during a three-year testing period.  Due to the Merger, the ownership of
     pre-Merger F4L Supermarkets and pre-Merger RSI changed in excess of 50
     percent.  As a result, Holdings' utilization of approximately $78.0 million
     of F4L Supermarkets' and $187.0 million of RSI's federal net operating
     losses will be subject to an annual usage limitation.  Holdings' annual
     limitations under Section 382 for F4L Supermarkets' and RSI's net operating
     losses are approximately $15.6 million and $15.0 million, respectively.
     Furthermore, all of Holdings' pre-Merger RSI net operating losses and a
     portion of Holdings' Ralphs post-Merger losses will reduce goodwill when
     utilized in future federal income tax returns.

          Holdings files a consolidated federal income tax return, under which
     the federal income tax liability of Holdings  and its subsidiaries is
     determined on a consolidated basis.  Holdings is a party to  a federal
     income tax sharing agreement with Ralphs  and certain of its subsidiaries
     (the "Tax Sharing Agreement").  The Tax Sharing Agreement provides that in
     any year in which Ralphs  is included in any consolidated tax liability of
     Holdings  and has taxable income, Ralphs  will pay to Holdings  the amount
     of the tax liability that Ralphs  would have had on such due date if it had
     been filing a separate return.  Conversely, if Ralphs  generates losses or
     credits which actually reduce the consolidated tax liability of Holdings
     and its other subsidiaries, Holdings  will credit to Ralphs  the amount of
     such reduction in the consolidated tax liability.  These credits are passed
     between Holdings and Ralphs  in the form of cash payments.  In the event
     any state and local income taxes are determinable on a combined or
     consolidated basis, the Tax Sharing Agreement provides for a similar
     allocation between Holdings and Ralphs of such state and local taxes.

          Holdings currently has Internal Revenue Service examinations in
     process covering the years 1990 through 1993.  Management believes that any
     required adjustment to the Company's tax liabilities will not have a
     material adverse impact on its financial position or results of operations.

7.   RELATED PARTY TRANSACTIONS

          The Company has a five-year consulting agreement with an affiliated
     company effective June 14, 1995 for management, financing, acquisition and
     other services.  The agreement is automatically renewed on June 14 of each
     year for the five-year term unless 90 days' notice is given by either
     party.  The contract provides for annual management fees equal to $4
     million plus advisory fees for certain acquisition  transactions if the
     affiliated company is retained by the Company.

          Management services expenses  were $2.3 million during fiscal year
     1994, $1.2  million  during the 1995 transition period,  $3.6 million
     during fiscal year 1995 and $4.0 million during fiscal year 1996.  Advisory
     fees  were  $0.2 million during fiscal year 1994,  $21.5 million during
     fiscal year 1995 and $1.7 million during fiscal year 1996.   There were no
     such advisory fees for the 1995 transition period.  Advisory fees for
     financing transactions are capitalized and amortized over the term of the
     related financing.

8.   COMMITMENTS AND CONTINGENCIES

          The Company is contingently liable to former stockholders of certain
     predecessors for any prorated gains which may be realized within ten years
     of the acquisition of the respective companies resulting from the sale of
     certain Certified stock.  Such gains are only payable if Certified is
     purchased or dissolved, or if the Company sells such Certified Stock within
     the period noted above.

          In connection with the bankruptcy reorganization of Federated
     Department Stores, Inc. ("Federated") and its affiliates, Federated agreed
     to pay certain potential tax liabilities relating to RGC as a member of the
     affiliated group of companies comprising Federated and its subsidiaries.
     In consideration thereof, RSI and RGC agreed to pay Federated a total of
     $10 million, payable $1 million on each of February 3, 1992, 1993, 1994,
     1995 and 1996 and $5 million on February 3, 1997. In the event Federated is
     required to pay certain tax liabilities, RSI and RGC agreed to reimburse
     Federated up to an additional $10 million, subject to certain adjustments.
     Pursuant to the terms of the Merger, the $5 million payment and the
     potential $10 million payment will be paid in cash.

          The Company has entered into lease agreements with the developers of
     several new sites in which the Company has agreed to provide construction
     financing.  At February 2, 1997, the Company had capitalized construction
     costs of $20.3 million on total commitments of $24.0 million.

          In December 1992, three California state antitrust class action suits
     were commenced in Los Angeles Superior Court against the Company and other
     major supermarket chains located in Southern California, alleging that they
     conspired to refrain from competing in and to fix the price of fluid milk
     above competitive prices.  Specifically, class actions were commenced by
     Diane Barela and Neila Ross, Ron Moliare and Paul C. Pfeifle on December 7,
     December 14 and December 23, 1992, respectively.  To date, the Court has
     yet to certify any of these classes, while a demurrer to the complaints was
     denied.  The Company will vigorously defend itself in these class action
     suits.

          On September 13, 1996 a class action lawsuit titled McCampbell, et al.
     v. Ralphs Grocery Company, et al. was filed in the Superior Court of the
     State of California, County of San Diego, against the Company and two other
     grocery store chains operating in the Southern California area.  The
     complaint alleges, among other things, that the Company and others
     conspired to fix the retail price of eggs in Southern California.  The
     plaintiffs' claim  that the defendants' actions violate provisions of the
     California Cartwright Act and constitute unfair competition.  Plaintiffs
     seek damages they purport to have sustained as a result of the defendants'
     alleged actions, which damages may  be trebled under the applicable
     statute, and an injunction from future actions in restraint of trade and
     unfair competition.   Because the case was recently filed, discovery has
     just commenced.   Management of the Company intends to defend this action
     vigorously and the Company has filed an answer to the complaint denying the
     plaintiffs' allegations and setting forth several defenses.

          On December 20, 1996, a lawsuit titled Bundy, et al. v. Ralphs Grocery
     Company, et al. was filed in the Los Angeles Superior Court against the
     Company.  The complaint was filed by eight individual plaintiffs who were
     terminated in conjunction with the Company's restructuring.  The plaintiffs
     claim that they were wrongfully terminated for discriminatory reasons and
     that the Company engaged in various fraudulent practices.  The plaintiffs
     seek compensatory damages in excess of $15 million, special and punitive
     damages.  Management of the Company believes that the plaintiff's claims
     are without merit and intends to defend this action vigorously.

          In addition, the Company or its subsidiaries are defendants in a
     number of other cases currently in litigation or potential claims
     encountered in the normal course of business which are being vigorously
     defended.  In the opinion of management, the resolutions of these matters
     will not have a material effect on the Company's financial position or
     results of operations.

          The Company self-insures its workers' compensation and general
     liability.  For fiscal year 1994, the 1995 transition period,  fiscal year
     1995 and fiscal year 1996,  the self-insurance loss provisions were $19.9
     million, $6.3 million,  $32.6 million and $29.2 million,  respectively.
     During fiscal year  1994, the Company discounted its self-insurance
     liability using a 7.0 percent discount rate.  In the 1995 transition
     period, the Company changed the discount rate to 7.5 percent.  In fiscal
     1995, the Company changed the discount rate to 7.0 percent.  In fiscal
     1996, the Company changed the discount rate to 7.5 percent.  Management
     believes that this rate approximates the time value of money over the
     anticipated payout period (approximately 10 years) for essentially
     risk-free investments.

          The Company's historical self-insurance liability at the end of  the
     three most recent fiscal years and the 1995 transition period is as follows
     (in thousands):

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                                                       As of
                                   ---------------------------------------------------
                                     June 25,  January 29,  January 28,   February 2,
                                       1994       1995         1996          1997
--------------------------------------------------------------------------------------
    <S>                            <C>        <C>          <C>           <C>        
     Self-insurance liability       $ 90,898   $ 84,286     $ 161,391     $ 151,465
     Less:  Discount                  (9,194)   (11,547)      (12,406)      (11,882)
--------------------------------------------------------------------------------------
     Net self-insurance liability   $ 81,704   $ 72,739     $ 148,985     $ 139,583
======================================================================================
</TABLE>

          The Company expects that cash payments for claims will aggregate
     approximately  $52.6 million, $37.5 million, $23.9 million, $14.5 million
     and $8.7 million  for  the fiscal year 1997, the fiscal year 1998,  the
     fiscal year 1999,  the fiscal year 2000 and the fiscal year 2001,
     respectively.

     Environmental Matters

          In January 1991, the California Regional Water Quality Control Board
     for the Los Angeles Region (the "Regional Board") requested that the
     Company conduct a subsurface characterization of its Glendale Facility
     property located in the Atwater District of Los Angeles, near Glendale,
     California.  This request was part of an ongoing effort by the Regional
     Board, in connection with the U.S. Environmental Protection Agency (the
     "EPA"), to identify contributors to groundwater contamination in the
     San Fernando Valley.  Significant parts of the San Fernando Valley,
     including the area where the Glendale Facility is located, have been
     designated federal Superfund sites requiring response actions under the
     Comprehensive Environmental Response, Compensation and Liability Act of
     1980, as amended, because of regional groundwater contamination.  On June
     18, 1991, the EPA made its own request for information concerning the
     Company's Glendale Facility.  Since that time, the Regional Board has
     requested further investigation by the Company.  The Company conducted the
     requested investigations and reported the results to the Regional Board.
     Approximately 25 companies have entered into a Consent Order (EPA Docket
     No. 94-11) with the EPA to investigate and design a remediation system for
     contaminated groundwater beneath an area which includes the Glendale
     Facility. The Company is not a party to the Consent Order, but is
     cooperating with requests of the subject companies to allow installation of
     monitoring or recovery wells on its property.   On or about October 12,
     1995, the EPA mailed a Special Notice Letter to 44 parties, including the
     Company  as owner and operator of the Glendale Facility property, naming
     them as potentially responsible parties ("PRPs").  On November 26, 1996,
     the EPA issued an Administrative Order for Remedial Action (EPA Docket No.
     97-06) against more than 60 respondents, including the Company, in
     connection with the Superfund  site.  Under the order, these PRP's are
     required to take certain actions, over an approximately 270-day period, in
     connection with the implementation of interim remedies for the treatment of
     groundwater.  The PRP's have also agreed to an Alternative Dispute
     Resolution Process to allocate the costs among themselves.  Based upon
     available information, management does not believe this matter will have a
     material adverse effect on the Company's financial condition or results of
     operations.
     
          The Company removed underground storage tanks and remediated soil
     contamination at the Glendale Facility property.  In some instances, the
     removals and the contamination were associated with grocery business
     operations; in others, they were associated with prior property users.
     Although the possibility of other contamination from prior operations or
     adjacent properties exists at the Glendale Facility property, management
     does not believe that the costs of remediating such contamination will have
     a material adverse effect on the Company's financial condition or results
     of operations.

          Apart from the Glendale Facility, the Company has had environmental
     assessments performed on most of its facilities, including warehouse and
     distribution facilities.  The Company believes that any responsive actions
     required at the examined properties as a result of such assessments will
     not have a material adverse effect on its financial condition or results of
     operations.

          At the time that Food 4 Less acquired Alpha Beta in 1991, it learned
     that certain underground  storage tanks located on the site of the La Habra
     facility may have previously released hydrocarbons.  In connection with the
     acquisition of Alpha Beta, the seller (who is also the lessor of the
     La Habra facility) agreed to retain responsibility, subject to certain
     limitations, for remediation of the release.

          The Company is subject to a variety of environmental laws, rules,
     regulations and investigative or enforcement activities, as are other
     companies in the same or similar business.  The Company believes it is in
     substantial compliance with such laws, rules and regulations.  These laws,
     rules, regulations and agency activities change from time to time, and such
     changes may affect the ongoing business and operations of the Company.

 9.  EMPLOYEE BENEFIT PLANS

          As a result of the Merger, the Company adopted certain employee
     benefit plans previously sponsored by RGC.  These employee benefit plans
     include the Ralphs Grocery Company Retirement  Plan (the "Pension Plan"),
     the Ralphs Grocery Company Supplemental Executive Retirement Plan (the
     "SERP"), and the Ralphs Grocery Company Retirement Supplement Plan (the
     "Retirement Supplement Plan").

     Pension Plan

          The Pension Plan covers substantially all employees not already
     covered by collective bargaining agreements with at least one year of
     service during which 1,000 hours have been worked.  Employees who were
     employed by F4L Supermarkets and who are otherwise eligible to participate
     in the Pension Plan became eligible to participate in fiscal year 1995.
     The Company's policy is to fund pension costs at or above the minimum
     annual requirement.

     SERP

          The SERP covers certain key officers of the Company.   The Company has
     purchased split dollar life insurance policies for certain participants
     under this plan.  Under certain circumstances, the cash surrender value of
     the split dollar life insurance policies will offset the Company's
     obligations under the SERP.

Retirement Supplement Plan

          The Retirement Supplement Plan is a non-qualified retirement plan
     designed to provide eligible participants with benefits based on earnings
     over the indexed amount of $150,000.

          The following actuarially determined components were included in the
     net pension expense for the above plans for fiscal year 1996 (dollars in
     thousands):

          Service cost                                    $ 6,187
          Interest cost on projected benefit obligation     5,293
          Actual return on assets                          (5,684)
          Net amortization and deferral                     1,907
                                                          -------
               Net pension expense                        $ 7,703
                                                          =======

          Following are the assumptions used in determining the net pension
     expense:

          Discount rate                                     7.00%
          Expected long term rate of return on plan assets  9.00%
          Rate of pay increase                              5.00%


          The funded status of the Pension Plan (based on December 1996 asset
     values) is as follows:

                                                                   As of
                                                                February 2,
                                                                   1997
                                                          (dollars in thousands)

          Assets Exceed Accumulated Benefits:
          Actuarial present value of benefit obligations:
            Vested benefit obligation                             (45,965)
            Accumulated benefit obligation                        (46,351)
            Projected benefit obligation                          (66,858)
            Plan assets at fair value                              50,189
                                                                 --------

          Projected benefit obligation in excess of Plan Assets  (16,669)
          Unrecognized net gain                                   (3,376)
          Unrecognized prior service cost                          1,023
                                                                 --------
            Accrued pension cost                                 (19,022)
                                                                 ========

     
     
          The funded status of the SERP and Retirement Supplement Plan (based on
     December 1996 asset values) is as follows:

                                                                  As of
                                                                February 2,
                                                                   1997
                                                          (dollars in thousands)

          Accumulated Benefits Exceed Assets:
          Actuarial present value of benefit obligations:
            Vested benefit obligation                             (5,006)
            Accumulated benefit obligation                        (5,236)
            Projected benefit obligation                         (10,033)
            Plan assets at fair value                                  -
                                                                 --------

          Projected benefit obligation in excess of Plan Assets  (10,033)
          Unrecognized net loss                                      607
          Unrecognized prior service cost                          1,725
          Adjustment required to recognize minimum liability          (2)
                                                                 --------
            Accrued pension cost                                  (7,703)
                                                                 ========

          Following are the assumptions used in determining the funded status:

          Discount rate                      7.50%
          Rate of pay increase               5.00%

          The assets of the Pension Plan consist primarily of common stocks,
     bonds, debt securities, and a money market fund.  Plan benefits are based
     primarily on years of service and on average compensation during the last
     years of employment.

     Employee Stock Ownership Plans

          The Company implemented Statement of Position No. 93-6 (the "SOP"),
     "Employer Accounting for Employee Stock Ownership Plans," effective June
     26, 1994.  The implementation of the SOP did not have a material effect on
     the accompanying consolidated financial statements.

          The full-time employees of Falley's who are not members of a
     collective bargaining agreement are covered under a 401(k) plan, a portion
     of which is invested in Holdings stock (the "Falley's ESOP").  As is
     required pursuant to IRS and ERISA requirements, any participant who
     receives stock from the Falley's ESOP has the right to put that stock to
     Falley's or an affiliate of Falley's.  However,  as part of the original
     stock sale agreement among the then stockholders of Falley's,  FFL and the
     Falley's ESOP, which has been amended from time to time, a partnership
     which owns stock of Holdings entered into an agreement with Falley's and
     Holdings to assume  the obligation to purchase any Holdings  shares as to
     which terminated plan participants exercise a put option under the terms of
     Falley's ESOP.   As a result, neither Falley's nor the Company is  required
     to make cash payments to redeem the shares.  As part of that agreement, the
     Company may elect, after providing a right of first  refusal to the
     partnership, to purchase Holdings  shares put under the provisions of the
     plan.  However, the partnership's obligation to purchase such Holdings
     shares is unconditional, and any repurchase of shares by the Company is at
     the Company's sole election.  During fiscal year 1996, the Company did not
     purchase any of the Holdings  shares.  As of February 2, 1997, the fair
     value of the shares allocated which are subject to repurchase obligation by
     the partnership referred to above was approximately $10.9 million.

          In addition, the Company also sponsors two ESOPs for employees of the
     Company who are members of certain collective bargaining agreements (the
     "Union ESOPs").  The Union ESOPs provide for annual contributions based on
     hours worked at a rate specified by the terms of the collective bargaining
     agreements.  The Company contributions are made in the form of Holdings
     stock or cash for the purchase of Holdings stock and are to be allocated to
     participants based on hours worked.  During fiscal year 1995 and the 1995
     transition period, the Company recorded a charge against operations of
     approximately $0.8 million and $0.3 million, respectively, for benefits
     under the Union ESOPs.   There were no shares issued to the Union ESOPs or
     to the Company's profit sharing plan at January 28, 1996 or February 2,
     1997.

     Defined Contribution Plan

          The Company sponsors the Ralphs Grocery Company Savings Plan Plus -
     Primary,   the Ralphs Grocery Company Savings Plan Plus - Basic and the
     Ralphs Grocery Company Savings Plan Plus - ESOP (collectively referred to
     as the "401(k) Plan") covering substantially all employees who are not
     covered by collective bargaining agreements and who have at least one year
     of service during which 1,000 hours has been worked.  The 401(k) Plan
     provides  for both pre-tax and after-tax contributions by participating
     employees.  With certain limitations, participants may elect to contribute
     on a pre-tax basis to the 401(k)  Plan.  The Company  has committed to
     match a minimum of 20 percent of an employee's contribution to the 401(k)
     Plan that does not exceed 5 percent of the employee's eligible
     compensation.  Expenses under the 401(k) Plan for fiscal year 1994, 1995
     and 1996 were $0.7 million, $0.7 million and $0.8 million, respectively.

     Multi-Employer Benefit Plans

          The Company contributes to multi-employer benefit plans administered
     by various trustees.  Contributions to these plans are based upon
     negotiated wage contracts.  These plans may be deemed to be defined benefit
     plans.  Information related to accumulated plan benefits and plan net
     assets as they may be allocated to the Company at January 28, 1996 is not
     available.  The Company contributed $57.2 million, $21.6 million, $102.1
     million and $138.8 million  to these plans for fiscal year 1994, the 1995
     transition period,  fiscal year 1995 and fiscal year 1996, respectively.
     Management is not aware of any plans to terminate such plans.

          The United Food and Commercial Workers health and welfare plans were
     over-funded and those employers who contributed to the plans received a pro
     rata share of the excess reserves in the plans through reduction of current
     contributions.  The Company's share of the excess reserve was $24.2
     million, of which $8.1 million, $14.3 million and $1.8 million was
     recognized in fiscal year 1994, the 1995 transition period, and fiscal year
     1995, respectively.  Offsetting the reduction in employer contributions was
     a $5.5 million union contract ratification bonus and contractual wage
     increases in the 1995 transition period.  As part of the renewal of the
     Southern California UFCW contract in October 1995, employers contributing
     to UFCW health and welfare plans received a pro rata share of the excess
     reserves in the plans through a reduction of current employer
     contributions.  The Company's share of the excess reserves recognized in
     fiscal 1996 was $17.8 million.  Offsetting the reduction was a $3.5 million
     union bonus in fiscal year 1996.

     Post-Retirement Medical Benefit Plans

          The Company adopted postretirement medical benefit plans
     ("Postretirement Medical Plans"), previously sponsored by RGC, which cover
     substantially all employees who are not members of a collective bargaining
     agreement and who retire under certain age and service requirements.  The
     Postretirement Medical Plans are insured plans and provide outpatient,
     inpatient and various other covered services.  The Company's policy is to
     fund the Plans as insurance premiums are incurred.  For persons who are
     less than age 65 at retirement and for certain executives, the calendar
     1996 year deductible is $1,000 per individual, indexed to the medical care
     component of the Consumer Price Index.

          The net postretirement benefit cost of the Postretirement Medical
     Plans include the following components for fiscal year 1996 (dollars in
     thousands):

          Service cost                          $   909
          Interest cost                             989
          Return on plan assets                       -
          Net amortization and deferral            (281)
                                                --------
               Net postretirement benefit cost  $ 1,617
                                                =======

          Following are the assumptions used in determining the net
     postretirement benefit cost:

          Discount rate                                             7.00%
          Expected long term rate of return on plan assets            N/A
          Medical cost trend                                        9.00%*
                                                  
          * 1997 percentage  decreases by 0.50% per year until 6.00% in 2002 and
            all future years.
     

          The funded status of the postretirement benefit plan (based on
     December 31, 1996 asset values) is as follows (dollars in thousands):

          Accumulated postretirement benefit obligation:
          Retirees                                        $  (2,242)
          Fully eligible plan participants                   (1,777)
          Other active plan participants                    (10,126)
          Plan assets at fair value                               -

          Accumulated postretirement obligations
              in excess of plan assets                      (14,145)
          Unrecognized gain                                  (1,580)
          Unrecognized prior service cost                    (2,965)
          Accrued post retirement benefit obligation      $ (18,690)
                                                          ==========

          Following are the assumptions used in determining the funded status:

          Discount rate                                             7.50%
          Expected long term rate of return on plan assets            N/A
          Medical cost trend                                         8.50%*

          * 1997 percentage  decreases by 0.50% per year until 6.00% in 2002 and
            all future years

          The effect of a 1.00 percent increase in the medical cost trend would
     increase the  fiscal 1996 service and interest cost by $0.7 million.  The
     accumulated postretirement benefit obligation at February 2, 1997 would
     also increase by $5.1 million.

     Stock Plans

          Holdings has one employee stock option plan, the Food 4 Less Holdings,
     Inc. 1995 Stock Option Plan (the "Plan").  The Plan provides for an
     aggregate of 3,000,000 shares of the Holdings' common stock to be available
     for grants  to officers and other key employees of Holdings or its
     subsidiaries.  Grants may be at the fair market value at the date of grant
     or at a price determined by a committee consisting of two or more non-
     employee directors of Holdings (the "Committee").  If a grantee owns 10
     percent or more of the total combined voting power of all classes of
     capital stock of Holdings, the option exercise price shall be at least 110
     percent of the Fair Market Value of Common Stock on the date of grant.
     Options expire ten years from the date of grant and become exercisable at
     the rate of 20 percent per year, or over a vesting period determined by the
     Committee.  To date, options issued under the Plan have been granted
     exclusively to employees of the Company.

          The following table summarizes stock options available for grant:

<TABLE>
<CAPTION>
------------------------------------------------------------
                                    52 Weeks       53 Weeks
                                     Ended          Ended
                                  January 28,    February 2,
                                      1996         1997
------------------------------------------------------------
    <S>                          <C>             <C>
     Beginning balance                    -        715,000
     Authorized                   3,000,000              -
     Granted                     (2,415,000)      (727,500)
     Canceled                       130,000        210,250
------------------------------------------------------------
     Available for future grant     715,000        197,750
============================================================
</TABLE>

          A summary of the status of the Plan as of fiscal year 1996 and fiscal
     year 1995 and changes during the years ending on those dates is presented
     below:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
                                          Fiscal Year 1995       Fiscal Year 1996
                                      -----------------------  -------------------
                                                   Weighted-            Weighted-
                                                   Average              Average
                                                   Exercise             Exercise
                                         Shares     Price      Shares    Price
-----------------------------------------------------------------------------------
    <S>                               <C>         <C>       <C>         <C>

     Outstanding at beginning of year          -   $    -    2,285,000   $  5.78
     Granted                           2,415,000     5.86      727,500     10.00
     Exercised                                 -        -            -         -
     Canceled                           (130,000)    5.39     (210,250)     5.72
-----------------------------------------------------------------------------------
     Outstanding at end of year        2,285,000     5.89    2,802,250      6.97
===================================================================================
     Exercisable at end of year        2,225,000     5.78    2,254,000      6.23
===================================================================================
     Weighted-average fair value of
        options granted during the year            $ 3.35                $  3.55
===================================================================================
</TABLE>


          The following table summarizes information about stock options
     outstanding at February 2, 1997:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                 Options Outstanding                  Options Exercisable
                      ----------------------------------------    -------------------------
                                      Weighted-       Weighted-                Weighted-
                         Number        Average         Average       Number     Average
        Range of      Outstanding     Remaining       Exercise    Exercisable   Exercise
     Exercise Prices  at 02/02/97  Contractual Life    Price      at 02/02/97     Price
-------------------------------------------------------------------------------------------
   <C>               <C>              <C>            <C>          <C>         <C>       
     $0.79 to $1.09     224,357        8.2 years      $  0.84        224,357   $  0.84
     $1.58 to $2.31     172,083        8.2               1.82        172,083      1.82
     $2.73 to $4.00     172,500        8.2               3.04        172,500      3.04
     $4.29 to $6.00     120,833        8.2               4.76        120,833      4.76
     $6.67 to $7.32   1,120,227        8.2               7.15      1,120,227      7.15
     $10.00             992,250        8.9              10.00        444,500     10.00
-------------------------------------------------------------------------------------------
     $0.79 to $10.00  2,802,250        8.5 years       $ 6.97      2,254,500   $  6.23
===========================================================================================
</TABLE>

          At February 2, 1997, 3.0 million shares of Holdings' Common Stock were
     reserved for issuance under Holdings' stock option plan.

          The Company applies APB Opinion 25 and related Interpretations in
     accounting for the Plan and, accordingly, no compensation cost has been
     recognized.  Pro forma information regarding net income and earnings per
     share is required by Statement of Financial Accounting Standards No. 123,
     "Accounting for Stock Based Compensation" ("SFAS No. 123"), and has been
     determined as if the Company had accounted for employee stock options under
     the fair value method of SFAS No. 123.  The fair value for stock options
     was estimated at the date of grant using the minimum value method with the
     following assumptions for fiscal  1995 and 1996, respectively: weighted
     average risk-free interest rates of 6.01 percent and 6.46 percent and a
     weighted average expected life of the options of 7.0 years and 7.0 years.
    
          For purposes of pro forma disclosures, the estimated fair value of the
     options is amortized to expense over the options' vesting period.  At the
     time of Merger, 2.3 million Stock Options were granted, 2.2 million of
     which became immediately vested.  As a result,  the effects of applying
     SFAS 123 for providing pro forma disclosures in fiscal year 1996 and 1995
     are not likely to be representative of the effects on reported net income
     for future years.  The Company's pro forma information follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------
                                       Fiscal Year     Fiscal Year
                                          Ended           Ended
                                       January 28,     February 2,
                                           1996            1997
-------------------------------------------------------------------------
                          (in thousands, except per share amounts)

    <S>                                <C>            <C>
     NET LOSS:

     As reported:
     Loss before extraordinary charge   $(283,994)     $(129,580)
     Extraordinary charge                  38,424              -
     Net loss                            (322,418)      (129,580)

     Pro forma:
     Loss before extraordinary charge   $(288,401)     $(130,088)
     Extraordinary charge                  38,424              -
     Net loss                            (326,825)      (130,088)

     LOSS PER COMMON SHARE:

     As reported:
     Loss before extraordinary charge   $   (9.16)     $  (3.54)
     Extraordinary charge                   (1.22)            -
     Net loss                              (10.38)        (3.54)

     Pro forma:
     Loss before extraordinary charge   $   (9.48)     $  (3.56)
     Extraordinary charge                   (1.22)            -
     Net loss                              (10.70)        (3.56)
--------------------------------------------------------------------------
</TABLE>

10.  CAPITAL STOCK

     Preferred Stock

          As part of the financing of the Merger, Holdings issued shares of its
     newly authorized Series A and Series B Preferred Stock, par value $0.01.
     The Series A Preferred Stockholders have voting rights identical to those
     of the Common Stockholders.  The Series B Preferred Stockholders have no
     voting rights.  The Series A and Series B Preferred Stock has a liquidation
     preference which was initially equal to $10.00 per share.  The liquidation
     preference increases 7.0 percent per annum, compounded quarterly until the
     later of  June 2000 or the date the Company first reports EBDIT (as
     defined) of at least $500.0 million for any four consecutive quarters.  In
     addition, the liquidation preference will increase by 2.0 percent per annum
     if the Company fails to reach EBDIT (as defined) of at least $400.0 million
     for four consecutive quarters prior to July 1998; this EBDIT (as defined)
     threshold increases to $425.0 million in July 1999 and $450.0 million in
     July 2000.   The Series A and Series B Preferred Stock ranks pari passu in
     right of payment upon liquidation.  A total of 5,783,244 shares of Holdings
     Common Stock were exchanged for an equal number of Series A Preferred
     Shares at the Merger date.

          Holdings issued 10,900,000 shares of its Series A Preferred Stock and
     3,100,000 shares of its Series B Preferred Stock for $140.0 million in
     connection with the Merger (the "New Equity Investment").  The Company paid
     $2.5 million in cash and issued $2.5 million of its New Discount Debentures
     to a Series A Preferred Stockholder for services performed in connection
     with this preferred stock sale.

     Common Stock

          Holdings recorded a 16.58609143 for 1 stock split of its Common Stock
     on June 9, 1995.  The "Average Number of Common Shares Outstanding" and the
     "Loss Per Common Share" in the accompanying Consolidated Statements of
     Operations for fiscal year 1994 and the 1995 transition period have been
     retroactively adjusted to reflect this stock split.

          In connection with the extinguishment of $10.0 million of RGC's EAR
     liability at the Merger date and as an incentive to certain executives of
     the Company, Holdings granted options to purchase a total of 2,415,000
     shares of its Common Stock.  Options to purchase 2,007,500 shares were
     fully exercisable at prices ranging from $0.79 to $7.32 per share.   Prior
     to January 28, 1996, 82,500 of these options were repurchased.   Options to
     purchase 200,000 shares are fully exercisable at $10.00 per share.  Options
     to purchase 207,500 shares at $10.00 per share vest in equal annual
     installments over five years beginning in June 1996.  Before the end of
     fiscal year 1995, 62,500 of these options expired without having been
     exercised.   The remaining above options expire in June 2005.

          On the date of the Merger, Holdings issued a warrant to an affiliated
     company covering 8,000,000 shares of Holdings  Common Stock exercisable at
     a price of $30.50 per share upon a Qualified IPO (as defined) or a
     Qualified Sale Event (as defined).  The warrant will expire on June 14,
     2000 unless certain performance measures are met, in which case the warrant
     will expire on June 14, 2002.

          Holdings also has outstanding 2,008,874 warrants for the purchase of
     an equal number of shares of  its Common Stock at a price of less than
     $0.01 per share.  These warrants may be exercised beginning December 31,
     1997, or earlier upon certain events.

          Holdings has reserved an additional 585,000 shares of its Common Stock
     for future stock option grants.


11.  FAIR VALUE OF FINANCIAL INSTRUMENTS

          The following methods and assumptions were used to estimate the fair
     value of each class of financial instruments for which it is practicable to
     estimate that value:

     Cash and Cash Equivalents

          The carrying amount approximates fair value as a result of the short
     maturity of these instruments.

Short-Term Notes and Other Receivables

          The carrying amount approximates fair value as a result of the short
     maturity of these instruments.


     Interest Rate Derivatives

          The carrying amount of the interest rate collar agreement, which
     represents favorable or unfavorable movements of interest rates outside of
     the interest rate limits, approximates fair value.

     Investments In and Notes Receivable From Supplier Cooperatives

          The Company maintains a non-current deposit with Certified in the form
     of Class B shares of Certified.  Certified is not obligated in any fiscal
     year to redeem more than a prescribed number of the Class B shares issued.
     Therefore, it is not practicable to estimate the fair value of this
     investment.

          The Company maintains non-current notes receivable from A.W.G.  There
     are no quoted market prices for this investment and a reasonable estimate
     could not be made without incurring excessive costs.  Additional
     information pertinent to the value of this investment is provided in Note
     6.

     Long-Term Debt

          The fair value of the New Senior Notes, the 1995 11% Senior
     Subordinated Notes and the 13.75% Senior  Subordinated Notes is based on
     quoted market prices.  The  Term Loans and the Revolving Facility are
     estimated to be recorded at the fair value of the debt.  Market quotes for
     the fair value of the remainder of the Company's debt are not available,
     and a reasonable estimate of the fair value could not be made without
     incurring excessive costs.  Additional information pertinent to the value
     of the unquoted debt is provided in Note 3.

          The estimated fair values of the Company's financial instruments are
     as follows (in thousands):

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                              As of
                                                        February 2, 1997
                                                    --------------------------
                                                       Carrying      Fair
                                                        Amount       Value
--------------------------------------------------------------------------------
        <S>                                         <C>           <C>
         Cash and cash equivalents                   $   67,589    $   67,589
         Short-term notes and other receivables             531           531
         Interest rate collar                                 -             -
         Investments in and notes receivable from
            supplier cooperatives (not practicable)      11,965             -
         Long-term debt for which it is:
              Practicable to estimate fair values     2,044,007     2,133,193
              Not practicable                           178,528             -
--------------------------------------------------------------------------------
</TABLE>

12.  RESTRUCTURING CHARGE

         During fiscal 1995, the Company recorded a $75.2 million charge
     associated with the closure of 58 former F4L Supermarkets stores and one
     former F4L Supermarkets  warehouse facility.   The stores were closed to
     comply with  a settlement agreement with the State of California  in
     connection with the Merger or to improve the Company's future operating
     results.  Three RGC stores were also required to be sold to comply with the
     settlement agreement.   During fiscal year 1995, the Company utilized $34.7
     million of the reserve for restructuring costs ($50.0 million of costs
     partially offset by $15.3 million of proceeds from the divestiture of
     stores).   During fiscal year 1996, the Company utilized $15.1 million of
     the reserve for restructuring costs, consisting mainly of write-downs of
     property and equipment, expenditures associated with the closed stores and
     the warehouse facility and lease termination expenses ($15.2 million)
     partially offset by proceeds from the sale of certain related assets.

         On December 29, 1995, the Company consummated an agreement with Smith's
     to sublease  its one million square foot distribution center and creamery
     facility in Riverside, California for approximately 23 years, with renewal
     options through 2043, and to acquire certain operating assets and inventory
     at that facility.  In addition,  the Company also acquired nine of Smith's
     Southern California stores which became available when Smith's withdrew
     from the California market.   As a  result of the acquisition of the
     Riverside distribution center and creamery, the Company closed its La Habra
     distribution center in the first quarter of fiscal year 1996.  Also, the
     Company closed nine of its smaller and less efficient stores which were
     near the stores acquired from Smith's.  During the fourth quarter of fiscal
     year 1995, the Company recorded a $47.9 million restructuring charge to
     recognize the cost of closing these facilities.  During fiscal year 1996,
     the Company utilized $33.9 million of the reserve for restructuring costs,
     consisting mainly of write-downs of property and equipment ($18.3 million)
     and lease termination expenses ($15.6 million).

13.  SELECTED QUARTERLY FINANCIAL RESULTS (UNAUDITED)

         The tables below set forth the selected quarterly financial information
     for fiscal year 1995 and fiscal year 1996 (in thousands, except per share
     amounts):
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                                      12 Weeks    12 Weeks     12 Weeks    16 Weeks
                                        Ended       Ended        Ended       Ended
     Fiscal Year 1995                  04/23/95    07/16/95     10/08/95    01/28/96
-----------------------------------------------------------------------------------------
    <S>                              <C>         <C>         <C>           <C> 
     Net Sales                        $ 623,598   $ 857,344   $ 1,207,093   $ 1,647,074
     Gross Profit                       107,168     161,617       241,117       339,214
     Loss Before Extraordinary Items     (5,188)   (110,003)      (56,910)     (111,893)
     Net Loss                            (5,188)   (145,361)      (56,910)     (114,959)
     Loss Applicable to Common Shares    (5,188)   (145,361)      (56,910)     (114,959)

     Loss Per Common Share:
     Loss Before Extraordinary Items  $   (0.23)  $   (5.33)  $     (1.56)  $    (3.02)
     Loss Per Common Share            $   (0.23)  $   (7.05)  $     (1.56)  $    (3.11)


----------------------------------------------------------------------------------------
                                      12 Weeks    12 Weeks    12 Weeks      17 Weeks
                                        Ended       Ended       Ended         Ended
     Fiscal Year 1996                  04/21/96    07/14/96    10/06/96      02/02/97
----------------------------------------------------------------------------------------
     Net Sales                       $1,230,808   $1,243,768  $ 1,221,018   $ 1,820,665
     Gross Profit                       248,637      262,247      276,079       403,066
     Net Loss                           (39,834)     (29,577)     (20,267)      (39,902)

     Loss Per Common Share           $    (1.08)  $    (0.80) $     (0.55)  $     (1.09)

</TABLE>

14.  SUBSEQUENT EVENT

         On March 26, 1997, the Company issued $155 million of 11% Senior
     Subordinated Notes due 2005 (the "1997 11% Senior Subordinated Notes") and
     called all of the 13.75% Senior Subordinated Notes.  The terms of the 1997
     11% Senior Subordinated Notes are substantially identical to those of the
     Company's 11% Senior Subordinated Notes due 2005 issued in 1995.   The 1997
     11% Senior Subordinated Notes were issued at a premium price of 105.5,
     resulting in gross proceeds of $163.5 million.  The proceeds were used to
     (i) redeem an aggregate of $145.0 million of its outstanding 13.75% Senior
     Subordinated Notes and (ii) pay accrued interest, call premiums, fees and
     expenses related to the 1997 11% Senior Subordinated Notes.  The redemption
     price was 106.1 percent of the principal amount outstanding.

         On April 17, 1997, the Company replaced its existing credit facilities
     (the "Refinanced Credit Facility") with a facility with lower interest
     rates and a longer average life.  The refinancing was structured as an
     amendment and restatement of the existing Credit Facility and the amended
     facility consists of a $325.0 million Revolving Credit Facility, a $200.0
     million Term Loan A Facility and a $350.0 million Term Loan B Facility.
     The new Term Loan A and Term Loan B facilities replaced the existing term
     loan facilities with an outstanding principal balance of $540.4 million at
     the time of refinancing.
     
         Borrowings under the Refinanced Credit Facility bear interest at the
     bank's Base Rate (as defined) plus a margin ranging from 0.25 percent to
     1.25 percent for the Revolving Credit Facility and the Term Loan A Facility
     and the bank's Base Rate (as defined) plus a margin ranging from 0.75
     percent to 1.75 percent for the Term Loan B Facility or the Eurodollar Rate
     (as defined) plus a margin ranging from 1.25 percent to 2.25 percent for
     the Revolving Credit Facility and the Term Loan A Facility and the
     Eurodollar Rate (as defined) plus a margin ranging from 1.75 percent to
     2.75 percent for the Term Loan B Facility.   The interest rate for the
     Revolving Credit Facility and the Term Loan A Facility currently is the
     bank's Base Rate (as defined) plus a margin of 0.75 percent or the
     Eurodollar Rate (as defined) plus a margin of 1.75 percent.  The interest
     rate for the Term Loan B Facility currently is the bank's Base Rate (as
     defined) plus a margin of 1.25 percent or the Eurodollar rate ( as defined)
     plus a margin of 2.25 percent.

         Quarterly principal installments on the Refinanced Credit Facility
     continue to 2004, with amounts payable in each year as follows: $2.6
     million in fiscal 1997, $3.5 million in fiscal 1998, $25.5 million in
     fiscal 1999, $62.6 million in fiscal 2000, $87.5 million in fiscal 2001 and
     $368.3 million thereafter.

         Certain other terms and provisions of the previous Credit Facility were
     also changed including, but not limited to, application of proceeds from
     selected asset sales and stock offerings and permitted capital
     expenditures.  Management believes that this refinancing provides increased
     operational and financial flexibility through lower interest costs and
     lower short-term loan amortization.

         As a result of the refinancings described above, the Company will incur
     an extraordinary loss in the first quarter of fiscal 1997 of approximately
     $48.9 million, consisting of the call premium on the 13.75% Senior
     Subordinated Notes and write-off of deferred financing costs.

                                        
                                        
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and
Stockholders of Food 4 Less Holdings, Inc.:

     We have audited, in accordance with generally accepted auditing standards,
the consolidated balance sheets of Food 4 Less Holdings, Inc. and subsidiaries
as of January 29, 1995,  January 28, 1996 and February 2, 1997, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the 52 weeks ended  June 25, 1994,  the 31 weeks ended January 29,
1995,  the 52 weeks ended January 28, 1996 and the 53 weeks ended February 2,
1997, and have issued our report thereon dated March 21, 1997 (except with
respect to the matter discussed in Note 14, as to which the date is April 17,
1997).  Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The schedules included on pages 81
through 84 are the responsibility of the Company's management and are presented
for purposes of complying with the Securities and Exchange Commission's rules
and are not part of the basic consolidated financial statements.  These
schedules have been subjected to the auditing procedures applied in the audits
of the basic consolidated financial statements and, in our opinion, fairly state
in all material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.



                                     ARTHUR ANDERSEN LLP



Los Angeles, California
March 21, 1997 (except with respect to the
matter discussed in Note 14, as to which the
date is April 17, 1997)


                                        
                                        
                           FOOD 4 LESS HOLDINGS, INC.
           SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
               AS OF, AND FOR, THE 53 WEEKS ENDED FEBRUARY 2, 1997
                                 (IN THOUSANDS)



     The following condensed financial statements have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission.  Certain
information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to those rules and regulations, although
the Company believes that the disclosures made are adequate to make the
information presented not misleading.



CONDENSED BALANCE SHEET


                                                      February 2,
                                                         1997

ASSETS

  Investment in subsidiary                            $ (35,562)
                                                      ----------
    Total Assets                                      $ (35,562)
                                                      ==========
LIABILITIES AND STOCKHOLDERS'  EQUITY

  New  Discount Notes                                 $ 123,821
  Seller Debentures                                     159,885
  Convertible Series A Preferred Stock, 
    $.01 par value, 25,000,000 shares authorized 
    and 16,683,244 outstanding (aggregate 
    liquidation value of $186.9 million)                143,600
  Convertible Series B Preferred Stock, 
    $.01 par value, 25,000,000 shares authorized 
    and 3,100,000 outstanding (aggregate 
    liquidation value of $34.7 million)                  31,000
  Common Stock, $.01 par value, 60,000,000 
    shares authorized and 17,207,882 outstanding            172
  Additional paid-in capital                                  -
  Retained deficit                                     (494,040)
                                                       ---------
                                                      $ (35,562)
                                                      ==========

CONDENSED STATEMENT OF LOSS
                                                       53 Weeks
                                                         Ended
                                                       February 2,
                                                          1997

Net loss of subsidiary                                $ (93,791)
Interest expense                                        (35,789)
                                                       ---------
  Net loss                                            $(129,580)
                                                      ==========


                           FOOD 4 LESS HOLDINGS, INC.
           SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
               AS OF, AND FOR, THE 53 WEEKS ENDED FEBRUARY 2, 1997
                                 (IN THOUSANDS)


CONDENSED STATEMENT OF CASH FLOWS


RECONCILIATION OF NET LOSS TO NET CASH PROVIDED
  (USED) BY OPERATING ACTIVITIES:
    Net loss                                          $ (129,580)
    Adjustments to reconcile net loss to net 
      cash provided (used) by operating activities:
          Net loss of subsidiary                          93,791
          Non-cash interest charge                        35,789

NET CASH USED BY OPERATING ACTIVITIES                          -

NET INCREASE IN CASH AND CASH EQUIVALENTS                      -

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD               -

CASH AND CASH EQUIVALENTS AT END OF PERIOD            $        -
                                                      ==========
                                        
                           FOOD 4 LESS HOLDINGS, INC.
           SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                     NOTES TO CONDENSED FINANCIAL STATEMENTS


1.        Food 4 Less Holdings, Inc. (the "Company") is a non-operating holding
     company.  The above financial statements have been prepared on a parent
     company stand-alone basis.  They do not contain all disclosures necessary
     to be in conformity with generally accepted accounting principles.  They
     should be read in conjunction with the consolidated financial statements of
     Food 4 Less Holdings, Inc. contained elsewhere in this report.

2.        The debt agreements of the Company's subsidiary, Ralphs Grocery
     Company ("Ralphs"), among other things, require Ralphs  to maintain minimum
     levels of net worth (as defined), to maintain minimum levels of earnings
     (as defined) and to comply with certain ratios related to interest expense
     (as defined), fixed charges (as defined), working capital and indebtedness.
     In addition, the debt agreements limit, among other things, additional
     borrowings, dividends on, and redemption of, capital stock, capital
     expenditures, incurrence of lease obligations, and the acquisition and
     disposition of assets.  At February 2, 1997, dividends and certain other
     payments are restricted based on terms of the debt agreements.


                           FOOD 4 LESS HOLDINGS, INC.
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
        53 WEEKS ENDED FEBRUARY 2, 1997, 52 WEEKS ENDED JANUARY 28, 1996,
         31 WEEKS ENDED JANUARY 29,1995 AND 52 WEEKS ENDED JUNE 25, 1994
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                                 Provisions   Charged
                                     Balance at    charged      to                             Balance
                                      beginning      to      interest                Other      at end
                                      of period    expense   expense(a)  Payments  changes(b)  of period
--------------------------------------------------------------------------------------------------------
<S>                                  <C>         <C>        <C>        <C>        <C>        <C>
Self-insurance liabilities

    53 weeks ended February 2, 1997   $ 148,985   $ 29,184   $ 10,818   $ 49,404   $      -   $ 139,583

    52 weeks ended January 28, 1996   $ 72,739    $ 32,603   $ 10,287   $ 42,153   $ 75,509   $ 148,985

    31 weeks ended January 29, 1995   $ 81,704    $  6,304   $  3,453   $ 18,722   $      -   $  72,739

    52 weeks ended June 25, 1994      $ 85,494    $ 19,880   $  5,836   $ 29,506   $      -   $  81,704
--------------------------------------------------------------------------------------------------------
</TABLE>
_______________

(a) Amortization of discount on self-insurance reserves charged to interest
expense.

(b) Reflects self-insurance reserve of Ralphs Grocery Company which was acquired
 on June 14, 1995.


                                INDEX TO EXHIBITS



Exhibit
Number                         Description

3.1
          Restated Certificate of Incorporation, as amended, of Ralphs Grocery
          Company (incorporated herein by reference to Exhibit 3.1 of Ralphs
          Grocery Company's Quarterly Report on Form 10-Q for the quarter ended
          July 16, 1995).

3.2
          Restated bylaws of Ralphs Grocery Company (incorporated herein by
          reference to Exhibit 3.2 of Ralphs Grocery Company's Registration
          Statement on Form S-4, No. 333-07005, as filed with the Securities
          and Exchange Commission on June 27, 1996.)

4.1.1
          Credit Agreement, dated as of June 14, 1995, by and among Food 4 Less
          Holdings, Inc., Food 4 Less Supermarkets, Inc., the Lenders, Co-
          Agents, and Co-Arrangers named therein and Bankers Trust Company
          (incorporated herein by reference to Exhibit 4.1 of Food 4 Less
          Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended
          July 16, 1995).

4.1.2
          First Amendment to Credit Agreement, dated as of August 18, 1995,
          among Food 4 Less Holdings, Inc., Ralphs Grocery Company and the
          financial institutions listed therein (incorporated herein by
          reference to Exhibit 4.1.2 of Ralphs Grocery Company's Annual Report
          on Form 10-K for the fiscal year ended January 28, 1996).

4.1.3
          Second Amendment to Credit Agreement, dated as of December 11, 1995,
          among Food 4 Less Holdings, Inc., Ralphs Grocery Company and the
          financial institutions listed therein (incorporated herein by
          reference to Exhibit 4.1.3 of Ralphs Grocery Company's Annual Report
          on Form 10-K for the fiscal year ended January 28, 1996).

4.1.4
          Third Amendment, Consent and Waiver to Credit Agreement, dated as of
          March 8, 1996, among Food 4 Less Holdings, Inc., Ralphs Grocery
          Company and the financial institutions listed  therein (incorporated
          herein by reference to Exhibit 4.1.4 of Ralphs Grocery Company's
          Annual Report on Form 10-K for the fiscal year ended January 28,
          1996).

4.1.5
          Fourth Amendment to Credit Agreement, dated as of November 7, 1996,
          among Food 4 Less Holdings, Inc., Ralphs Grocery Company and the
          financial institutions listed therein (incorporated herein by
          reference to Exhibit 4.1.5 of Ralphs Grocery Company's Annual Report
          on Form 10-K for the fiscal year ended February 2, 1997).

4.2.1
          Indenture for the 10.45% Senior Notes due 2004, dated as of June 1,
          1995, by and among Food 4 Less Supermarkets, Inc., the subsidiary
          guarantors identified therein and Norwest Bank Minnesota, National
          Association, as trustee (incorporated herein by reference to Exhibit
          4.4.1 of Food 4 Less Holdings, Inc.'s Quarterly Report on Form 10-Q
          for the quarter ended July 16, 1995).

4.2.2
          First Supplemental Indenture for the 10.45% Senior Notes due 2004,
          dated as of June 14, 1995, by and among Ralphs Grocery Company (as
          successor by merger to Food 4 Less Supermarkets, Inc.), the
          subsidiary guarantors identified therein, Crawford Stores, Inc. and
          Norwest Bank Minnesota, National Association, as trustee
          (incorporated herein by reference to Exhibit 4.4.2 of Food 4 Less
          Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended
          July 16, 1995).

4.2.3
          Indenture for the 10.45% Senior Notes due 2004, dated as of June 6,
          1996, by and among Ralphs Grocery Company, the subsidiary guarantors
          identified therein and Norwest Bank Minnesota, National Association,
          as trustee (incorporated herein by reference to Exhibit 4.9 of Ralphs
          Grocery Company's Registration Statement on Form S-4, No. 333-07005,
          as filed with the Securities and Exchange Commission on June 27,
          1996).

4.3.1
          Indenture for the 13.75% Senior Subordinated Notes due 2005, dated as
          of June 1, 1995, by and among Food 4 Less Supermarkets, Inc., the
          subsidiary guarantors identified herein and United States Trust
          Company of New York, as trustee (incorporated herein by reference to
          Exhibit 4.5.1 of Food 4 Less Holdings, Inc.'s Quarterly Report on
          Form 10-Q for the quarter ended July 16, 1995).

4.3.2
          First Supplemental Indenture for the 13.75% Senior Subordinated Notes
          due 2005, dated as of June 14, 1995, by and among Ralphs Grocery
          Company (as successor by merger to Food 4 Less Supermarkets, Inc.),
          the subsidiary guarantors identified therein, Crawford Stores, Inc.
          and United States Trust Company of New York, as trustee (incorporated
          herein by reference to Exhibit 4.5.2 of Food 4 Less Holdings, Inc.'s
          Quarterly Report on Form 10-Q for the quarter ended July 16, 1995).

4.4.1
          Indenture for the 11% Senior Subordinated Notes due 2005, dated as of
          June 1, 1995, by and among Food 4 Less Supermarkets, Inc., the
          subsidiary guarantors identified therein and United States Trust
          Company of New York, as trustee (incorporated herein by reference to
          Exhibit 4.6.1 of Food 4 Less Holdings, Inc.'s Quarterly Report on
          Form 10-Q for the quarter ended July 16, 1995).

4.4.2
          First Supplemental Indenture for the 11% Senior Subordinated Notes
          due 2005, dated as of June 14, 1995, by and among Ralphs Grocery
          Company (as successor by merger to Food 4 Less Supermarkets, Inc.),
          the subsidiary guarantors identified therein, Crawford Stores, Inc.
          and United States Trust Company of New York, as trustee (incorporated
          herein by reference to Exhibit 4.6.2 of Food 4 Less Holdings, Inc.'s
          Quarterly Report on Form 10-Q for the quarter ended July 16, 1995).

4.5.1
          Indenture for the 10-1/4% Senior Subordinated Notes due 2002, dated
          as of July 29, 1992, by and between Ralphs Grocery Company and United
          States Trust Company of New York, as trustee (incorporated herein by
          reference to Exhibit 4.3 of Ralphs Grocery Company's Quarterly Report
          on Form 10-Q for the quarter ended July 19, 1992).

4.5.2
          First Supplemental Indenture for the 10-1/4% Senior Subordinated
          Notes due 2002, dated as of May 30, 1995, by and between Ralphs
          Grocery Company and United States Trust Company of New York, as
          trustee (incorporated herein by reference to Exhibit 4.1 of Ralphs
          Grocery Company's Quarterly Report on Form 10-Q for the quarter ended
          April 23, 1995).

4.5.3
          Second Supplemental Indenture for the 10-1/4% Senior Subordinated
          Notes due 2002, dated as of June 14, 1995, by and between Ralphs
          Grocery Company (as successor) and United States Trust Company of New
          York, as trustee (incorporated herein by reference to Exhibit 4.7.3
          of Food 4 Less Holdings, Inc.'s Quarterly Report on Form 10-Q for the
          quarter ended July 16, 1995).

4.6.1
          Indenture for the 9% Senior Subordinated Notes due 2003, dated as of
          March 30, 1993, by and between Ralphs Grocery Company and United
          States Trust Company of New York, as trustee (incorporated herein by
          reference to Exhibit 4.1 of Ralphs Grocery Company's Registration
          Statement on Form S-4, No. 33-61812).

4.6.2
          First Supplemental Indenture for the 9% Senior Subordinated Notes due
          2003, dated as of June 23, 1993, by and between Ralphs Grocery
          Company and United States Trust Company of New York, as trustee
          (incorporated herein by reference to Exhibit 4.2 of Ralphs Grocery
          Company's Registration Statement on Form S-4, No. 33-61812).

4.6.3
          Second Supplemental Indenture for the 9% Senior Subordinated Notes
          due 2003, dated as of May 30, 1995, by and between Ralphs Grocery
          Company and United States Trust Company of New York, as trustee
          (incorporated herein by reference to Exhibit 4.2 of Ralphs Grocery
          Company's Quarterly Report on Form 10-Q for the quarter ended April
          23, 1995).

4.6.4
          Third Supplemental Indenture for the 9% Senior Subordinated Notes due
          2003, dated as of June 14, 1995, by and between Ralphs Grocery
          Company (as successor) and United States Trust Company of New York,
          as trustee (incorporated herein by reference to Exhibit 4.8.4 of Food
          4 Less Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter
          ended July 16, 1995).

4.7.1
          Senior Note Indenture, dated as of April 15, 1992, by and among Food
          4 Less Supermarkets, Inc., the subsidiary guarantors identified
          therein and Norwest Bank Minnesota, National Association, as trustee
          (incorporated herein by reference to Exhibit 4.1 to Food 4 Less
          Supermarkets, Inc.'s Registration Statement on Form S-1, No. 33-
          46750).

4.7.2
          First Supplemental Indenture, dated as of July 24, 1992, by and among
          Food 4 Less Supermarkets, Inc., the subsidiary guarantors identified
          therein and Norwest Bank Minnesota, National Association, as trustee
          (incorporated herein by reference to Exhibit 4.1.1 to Food 4 Less
          Supermarkets, Inc.'s Annual Report on Form 10-K for the fiscal year
          ended June 27, 1992).

4.7.3
          Second Supplemental Indenture for the 10.45% Senior Notes due 2000,
          dated as of June 14, 1995, by and among Food 4 Less Supermarkets,
          Inc., the subsidiary guarantors identified therein and Norwest Bank
          Minnesota, National Association, as trustee (incorporated herein by
          reference to Exhibit 4.9.3 of Food 4 Less Holdings, Inc.'s Quarterly
          Report on Form 10-Q for the quarter ended July 16, 1995).

4.7.4
          Third Supplemental Indenture for the 10.45% Senior Notes due 2000,
          dated as of June 14, 1995, by and among Ralphs Grocery Company (as
          successor by merger to Food 4 Less Supermarkets, Inc.), the
          subsidiary guarantors identified therein and Norwest Bank Minnesota,
          National Association, as trustee (incorporated herein by reference to
          Exhibit 4.9.4 of Food 4 Less Holdings, Inc.'s Quarterly Report on
          Form 10-Q for the quarter ended July 16, 1995).

4.8.1
          Senior Subordinated Note Indenture, dated as of June 15, 1991, by and
          among Food 4 Less Supermarkets, Inc., the subsidiary guarantors
          identified therein and United States Trust Company of New York, as
          trustee (incorporated herein by reference to Exhibit 4.1 to Food 4
          Less Supermarkets, Inc.'s Annual Report on Form 10-K for the fiscal
          year ended June 29, 1991).

4.8.2
          First Supplemental Indenture, dated as of April 8, 1992, by and among
          Food 4 Less Supermarkets, Inc., the subsidiary guarantors identified
          therein and United States Trust Company of New York, as trustee
          (incorporated herein by reference to Exhibit 4.2.1 to Food 4 Less
          Supermarkets, Inc.'s Annual Report on Form 10-K for the fiscal year
          ended June 27, 1992).

4.8.3
          Second Supplemental Indenture, dated as of May 18, 1992, by and among
          Food 4 Less Supermarkets, Inc., the subsidiary guarantors identified
          therein and United States Trust Company of New York, as trustee
          (incorporated herein by reference to Exhibit 4.2.2 of Food 4 Less
          Supermarkets, Inc.'s Annual Report on Form 10-K for the fiscal year
          ended June 27, 1992).

4.8.4
          Third Supplemental Indenture, dated as of July 24, 1992, by and among
          Food 4 Less Supermarkets, Inc., the subsidiary guarantors identified
          therein and United States Trust Company of New York, as trustee
          (incorporated herein by reference to Exhibit 4.2.3 to Food 4 Less
          Supermarkets, Inc.'s Annual Report on Form 10-K for the fiscal year
          ended June 27, 1992).

4.8.5
          Fourth Supplemental Indenture for the 13.75% Senior Subordinated
          Notes due  2001, dated as of May 30, 1995, by and among Food 4 Less
          Supermarkets, Inc., the subsidiary guarantors identified therein and
          United States Trust Company of New York, as trustee (incorporated
          herein by reference to Exhibit 4.10.5 of Food 4 Less Holdings, Inc.'s
          Quarterly Report on Form 10-Q for the quarter ended July 16, 1995).

4.8.6
          Fifth Supplemental Indenture for the 13.75% Senior Subordinated Notes
          due 2001, dated as of June 14, 1995, by and among Ralphs Grocery
          Company (as successor by merger to Food 4 Less Supermarkets, Inc.),
          the subsidiary guarantors identified therein and United States Trust
          Company of New York, as trustee (incorporated herein by reference to
          Exhibit 4.10.6 of Food 4 Less Holdings, Inc.'s Quarterly Report on
          Form 10-Q for the quarter ended July 16, 1995).

10.1
          Second Amended and Restated Tax Sharing Agreement, dated as of June
          14, 1995, by and among Food 4 Less Holdings, Inc., Ralphs Grocery
          Company and the subsidiaries of Ralphs Grocery Company (incorporated
          herein by reference to Exhibit 10.1 of Food 4 Less Holdings, Inc.'s
          Quarterly Report on Form 10-Q for the quarter ended July 16, 1995).

10.2
          Stockholders Agreement of Food 4 Less Holdings, Inc., dated as of
          June 14, 1995, by and among Food 4 Less Holdings, Inc., Ralphs
          Grocery Company and the investors listed on the signature pages
          thereto (incorporated herein by reference to Exhibit 10.2 of Food 4
          Less Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter
          ended July 16, 1995).

10.3
          Consulting Agreement, dated as of June 14, 1995, by and among The
          Yucaipa Companies, Food 4 Less Holdings, Inc. and Ralphs Grocery
          Company (incorporated herein by reference to Exhibit 10.4 of Food 4
          Less Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter
          ended July 16, 1995).

10.4*
          Employment Agreement dated as of June 14, 1995 between Food 4 Less
          Holdings, Inc., Ralphs Grocery Company and George G. Golleher
          (incorporated herein by reference to Exhibit 10.11 of Food 4 Less
          Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended
          July 16, 1995).

10.5*
          Employment Agreement dated as of June 14, 1995 between Ralphs Grocery
          Company and Alfred A. Marasca (incorporated herein by reference to
          Exhibit 10.9 of Ralphs Grocery Company's Quarterly Report on Form 10-
          Q for the quarter ended July 16, 1995).

10.6*
          Employment Agreement dated as of June 14, 1995 between Ralphs Grocery
          Company and Greg Mays (incorporated herein by reference to Exhibit
          10.10 of Ralphs Grocery Company's Quarterly Report on Form 10-Q for
          the quarter ended July 16, 1995).

10.7*
          Employment Agreement, dated as of June 14, 1995, between Ralphs
          Grocery Company and Harley DeLano (incorporated herein by reference
          to Exhibit 10.8 of Ralphs Grocery Company's Annual Report on Form 10-
          K for the fiscal year ended January 28, 1996).

10.8*
          Employment Agreement, dated as of June 14, 1995, between Ralphs
          Grocery Company and Tony Schnug (incorporated herein by reference to
          Exhibit 10.10 of Ralphs Grocery Company's Annual Report on Form 10-K
          for the fiscal year ended January 28, 1996).

10.9*
          Management Stockholders Agreement, dated as of June 14, 1995, between
          Food 4 Less Holdings, Inc. and the management employees listed on the
          signature page thereto (incorporated herein by reference to Exhibit
          10.12 of Food 4 Less Holdings, Inc.'s Quarterly Report on Form 10-Q
          for the quarter ended July 16, 1995).

10.10*
          Consulting Agreement, dated as of June 27, 1988, by and between
          Falley's, Inc.  and Joe S. Burkle (incorporated herein by reference
          to Exhibit 10.38 to Food 4 Less Supermarkets, Inc.'s Registration
          Statement on Form S-1, No. 33-31152).

10.11*
          Letter Agreement, dated as of December 10, 1990, amending the
          Consulting Agreement by and between Falley's, Inc. and Joe S. Burkle
          (incorporated herein by reference to Exhibit 10.17.1 to Food 4 Less
          Supermarkets, Inc.'s Annual Report on Form 10-K for the fiscal year
          ended June 29, 1991).

10.12
          Distribution Center Transfer Agreement, dated as of November 1, 1995,
          by and between Smith's Food & Drug Centers, Inc., a Delaware
          corporation, and Ralphs Grocery Company relating to the Riverside,
          California property (incorporated herein by reference to Exhibit 10.1
          to Ralphs Grocery Company's Quarterly Report on Form 10-Q for the
          quarter ended October 8, 1995).

10.13.1*
          Ralphs Grocery Company Retirement Supplement Plan, effective as of
          January 1, 1994 (incorporated herein by reference to Exhibit 10.15.1
          of Ralphs Grocery Company's Annual Report on Form 10-K for the fiscal
          year ended January 28, 1996).

10.13.2*
          Amendment to the Retirement Supplement Plan, effective as of January
          1, 1995  (incorporated herein by reference to Exhibit 10.15.2 of
          Ralphs Grocery Company's Annual Report on Form 10-K for the fiscal
          year ended January 28, 1996).

10.13.3*
          Second Amendment to the Retirement Supplement Plan, effective as of
          June 14, 1995, by and between Ralphs Grocery Company and Ralphs
          Grocery Company Retirement Supplement Plan (incorporated herein by
          reference to Exhibit 10.15.3 of Ralphs Grocery Company's Annual
          Report on Form 10-K for the fiscal year ended January 28, 1996).

10.14.1*
          Ralphs Grocery Company Supplemental Executive Retirement Plan,
          amended and restated as of April 9, 1994  (incorporated herein by
          reference to Exhibit 10.16.1 of Ralphs Grocery Company's Annual
          Report on Form 10-K for the fiscal year ended January 28, 1996).

10.14.2*
          Amendment to the Amended and Restated Supplemental Executive
          Retirement Plan, effective as of January 1, 1995  (incorporated
          herein by reference to Exhibit 10.16.2 of Ralphs Grocery Company's
          Annual Report on Form 10-K for the fiscal year ended January 28,
          1996).

10.14.3*
          Second Amendment to the Supplemental Executive Retirement Plan, dated
          as of June 14, 1995, by and between Ralphs Grocery Company and Ralphs
          Grocery Company Supplemental Executive Retirement Plan  (incorporated
          herein by reference to Exhibit 10.16.3 of Ralphs Grocery Company's
          Annual Report on Form 10-K for the fiscal year ended January 28,
          1996).

10.14.4*
          Third Amendment to the Ralphs Grocery Company Supplemental Executive
          Plan, effective as of July 1, 1995  (incorporated herein by reference
          to Exhibit 10.16.4 of Ralphs Grocery Company's Annual Report on Form
          10-K for the fiscal year ended January 28, 1996).

21#
          Subsidiaries

27#
          Financial Data Schedule

________________________

# Filed herewith.
* Management contract, or compensatory plan or arrangement.