UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                        

                                   FORM 10-K/A

                                 Amendment No. 1 


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                                       1934
         For the fiscal year ended  December 28, 1996 (fifty-two weeks)

Commission File Number:  001-10252



                          SMITH'S FOOD & DRUG CENTERS, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                 87-0258768
     (State of incorporation)           (I.R.S. Employer Identification No.)

     1550 South Redwood Road, Salt Lake City, UT                    84104
      (Address of principal executive offices)                    (Zip Code)

                                  (801) 974-1400
              (Registrant's telephone number, including area code)


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

Class B Common Stock, $.01 par value             New York Stock Exchange
      (Title of each class)          (Name of each exchange on which registered)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes    X      No

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

The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the last sale price of the Class B Common
Stock on February 27, 1997:  $327,626,117

Number of shares outstanding of each class of common stock as of February 27,
1997:
                          Class A    4,272,308         Class B    11,529,922


                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's definitive Proxy Statement in connection with the
Company's 1997 Annual Meeting of Stockholders to be held on April 23, 1997 are
incorporated by reference into Part III of the Form 10-K.

<PAGE>

                           SIGNATURES

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



                              SMITH'S FOOD & DRUG CENTERS, INC.

Date:  April 4, 1997          \s\ Matthew G. Tezak
                              --------------------- 
                              Matthew G. Tezak
                              Senior Vice President and Chief Financial Officer
                              (Principle Financial and Accounting Officer)