SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 10-Q



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

                     For the quarter ended April 19, 1997


                     Commission file number  1-12353

                       DOMINICK'S SUPERMARKETS, INC.
            (Exact name of registrant as specified in charter)


               Delaware                              94-3220603
          (State or other jurisdiction            (I.R.S. Employer
       of incorporation or organization)       Identification Number)

           505 Railroad Avenue
            Northlake, Illinois                          60164
       (Address of principal executive offices)       (Zip Code)

     Registrant's telephone number, including area code: (708) 562-1000


     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 at
  least the past 90 days.  YES [X]  NO [ ].

     At May  27,  1997 there  were  16,354,147 shares  of  Common  Stock
  outstanding  and  5,004,889   shares  of   Non-Voting  Common   Stock
  outstanding.    
<PAGE>  
  
                            TABLE OF CONTENTS



     PART I. FINANCIAL INFORMATION


  Item 1.  Consolidated Financial Statements

            Consolidated Balance Sheets as of
              April 19, 1997 (unaudited) and November 2, 1996               1

            Consolidated Statements of Operations for the 12 weeks
              ended April 19, 1997 and April 13, 1996 (unaudited)           2
    
           Consolidated Statements of Operations for the 24 weeks ended
              April 19, 1997 and April 13, 1996 (unaudited)                 3

           Consolidated Statements  of Cash Flows  for the 24  weeks
              ended April 19, 1997 and April 13, 1996 (unaudited)           4

           Notes to Consolidated Financial Statements (unaudited)           5

  Item 2.  Management's Discussion and Analysis of  Financial Condition
              and Results of Operations                                     6



     PART II. OTHER INFORMATION


  Item 1.  Legal Proceedings                                                10

  Item 2.  Changes in Securities                                            10

  Item 3.  Defaults Upon Senior Securities                                  10

  Item 4.  Submission of Matters to a Vote of Security Holders              10

  Item 5.  Other Information                                                11

  Item 6.  Exhibits and Reports on Form 8-K                                 11


  Signatures                                                                12
<PAGE>  
<TABLE>
  PART I.  FINANCIAL INFORMATION
  Item 1.     Consolidated Financial Statements

                        DOMINICK'S SUPERMARKETS, INC.
                        CONSOLIDATED BALANCE SHEETS
                     (in thousands, except share data)

                                                                           April 19, 1997    November 2, 1996
    ASSETS                                                                    (unaudited)   
     <S>                                                                  <C>                    <C>
     Current assets:  
      Cash and cash equivalents                                           $       27,644         $     32,735
      Cash reserved for stock redemption                                               -               50,780
      Receivables, net                                                            25,267               16,723
      Inventories                                                                217,726              203,411
      Prepaid expenses and other                                                  22,570               21,860
         Total current assets                                                    293,207              325,509
      Property and equipment, net                                                390,279              368,224
     Other assets:
      Deferred financing costs, net                                               11,057               11,524
      Goodwill, net                                                              415,176              420,182
      Other, net                                                                  26,884               27,546
        Total other assets                                                       453,117              459,252
     Total assets                                                          $   1,136,603         $  1,152,985

   LIABILITIES AND STOCKHOLDERS' EQUITY
     Current liabilities:
      Accounts payable                                                     $     185,195         $    187,787
      Accrued payroll and related liabilities                                     34,101               30,896
      Taxes payable                                                               28,963               18,234
      Other accrued liabilities                                                   72,547               61,465
      Current portion of long-term debt                                            2,880                  376
      Current portion of capital lease obligations                                11,755                9,676
       Total current liabilities                                                 335,441              308,434
     Long-term debt:
      Bank credit facilities and other                                           195,953              200,644
      Senior subordinated debt                                                   200,000              200,000
     Capital lease obligations                                                   133,636              130,052
     Deferred income taxes and other liabilities                                  83,404               84,004
     Redeemable Exchangeable Cumulative
      Preferred Stock Series A, $.01 par value, 40,000 shares authorized,
       issued and outstanding at November 2, 1996, liquidation and
       redemption at $1,000 per share plus accumulated and
       unpaid dividends                                                                -               50,780
     Stockholders' equity:
      Common Stock, $.01 par value 50,000,000 shares authorized,
        16,080,074 issued and outstanding at April 19, 1997 and
        November 2, 1996                                                             161                  161
      Non-Voting Common Stock, $.01 par value, 10,000,000 shares
        authorized, 5,278,962 shares issued and outstanding at
        April 19, 1997 and November 2, 1996                                           52                   52
      Additional paid-in capital                                                 205,425              205,394
      Accumulated deficit                                                        (17,469)             (26,536)
        Total stockholders' equity                                               188,169              179,071
     Total liabilities and stockholders' equity                             $  1,136,603         $  1,152,985
     
                                               See accompanying notes.              
</TABLE>
<PAGE>                                    
<TABLE>

                        DOMINICK'S SUPERMARKETS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per share data)
                                  (unaudited)


                                                                                  12 Weeks           12 Weeks    
                                                                                     Ended              Ended      
                                                                            April 19, 1997     April 13, 1996
     <S>                                                                        <C>                <C>
     Sales                                                                      $  583,455         $  556,880
     Cost of sales                                                                 442,427            427,872
    
     Gross profit                                                                  141,028            129,008
       
     Selling, general and administrative expenses                                  119,219            110,121
    
     Operating income                                                               21,809             18,887
    
     Interest expense                                                               13,765             15,816
    
     Income before income taxes                                                      8,044              3,071
     
     Income tax expense                                                              4,163              2,343
     Net income                                                                      3,881                728
     Preferred stock accretion                                                           -              1,561

     Net income (loss) attributable to common stockholders                      $    3,881         $     (833)
    
     Per Share
     Income (loss) per common share                                             $     0.18         $     (.06)
     Average number of common and common equivalent
       shares outstanding                                                           22,117             15,474


                                                    See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
                        DOMINICK'S SUPERMARKETS, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share data)
                                (unaudited)


                                                                            24 Weeks                 24 Weeks    
                                                                               Ended                    Ended      
                                                                      April 19, 1997           April 13, 1996
     <S>                                                                <C>                      <C>
     Sales                                                              $  1,186,378             $  1,141,242
     Cost of sales                                                           903,043                  880,282
    
     Gross profit                                                            283,335                  260,960
       
     Selling, general and administrative expenses                            238,231                  222,744
    
     Operating income                                                         45,104                   38,216
    
     Interest expense                                                         26,676                   32,330
    
     Income before income taxes                                               18,428                    5,886
     
     Income tax expense                                                        9,361                    4,489
     Net income                                                                9,067                    1,397
     Preferred stock accretion                                                     -                    3,070

     Net income (loss) attributable to common stockholders              $      9,067             $     (1,673)
    
     Per Share
     Income (loss) per common share                                     $       0.41             $       (.11)
     Average number of common and common equivalent
       shares outstanding                                                     22,118                   15,470


                                                   See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
                        DOMINICK'S SUPERMARKETS, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (in thousands)
                              (unaudited)

                                                                            24 Weeks                 24 Weeks
                                                                               Ended                    Ended
                                                                      April 19, 1997           April 13, 1996
    
     <S>                                                                <C>                      <C>
     Cash flows from operating activities:
     Net income                                                         $      9,067             $      1,397
     Adjustments to reconcile net income to net cash
       provided by operating activities:       
      Depreciation and amortization                                           25,389                   20,599
      Amortization of deferred financing costs                                   516                    1,371  
      Gain on disposal of assets                                                 (77)                       -
      Changes in operating assets and liabilities:
       Receivables                                                            (8,544)                   7,695
       Inventories                                                           (14,316)                   5,760
       Prepaid expenses                                                         (926)                  (2,197)
       Accounts payable                                                       (2,592)                 (25,372)
       Accrued liabilities and taxes payable                                  22,511                   (6,656)
     Total adjustments                                                        21,961                    1,199
     Net cash provided by operating activities                                31,028                    2,597

     Cash flows from investing activities:
     Capital expenditures                                                    (37,490)                  (7,657)
     Other                                                                       120                      201
     Net cash used in investing activities                                   (37,370)                  (7,456)

     Cash flows from financing activities:
     Principal payments for long-term debt and
      capital lease obligations                                               (6,901)                 (17,260)
     Proceeds from sale-leaseback of assets                                    9,844                   21,904
     Decrease in revolving debt                                               (2,000)                       -
     Redemption of preferred stock                                           (50,780)                       -
     Deferred financing costs and other                                          308                     (410)
     Net cash provided by (used in) financing activities                     (49,529)                   4,234

    Net decrease in cash and cash equivalents                                (55,871)                    (625)
    Cash and cash equivalents (including $50,780
       of cash reserved for preferred stock
        redemption in 1997)  at beginning of period                           83,515                   55,551
     
    Cash and cash equivalents at end of period                          $     27,644             $     54,926


                      
                                       See accompanying notes.
</TABLE>
<PAGE>





     DOMINICK'S SUPERMARKETS, INC.
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (unaudited)

1. Summary of Significant Accounting Policies

     Basis of Presentation

     The  consolidated  balance  sheet  of  Dominick's  Supermarkets,  Inc.
(together with its subsidiaries, the "Company") as of April 19, 1997, and
the consolidated statements of  operations and cash flows  for the 12  week
and 24 week periods ended April 19, 1997 and April 13, 1996 are  unaudited,
but include all  adjustments which the  Company considers  necessary for  a
fair presentation  of  its  consolidated  financial  position,  results  of
operations and  cash flows  for these  periods.   These  interim  financial
statements do not  include all disclosures  required by generally  accepted
accounting principles and,  therefore, should be  read in conjunction  with
the financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the fiscal year ended November 2, 1996.  Results of
operations for  interim  periods  are not  necessarily  indicative  of  the
results for a full fiscal year.

     On November 1, 1996, the Company completed its initial public offering
of Common Stock (the "IPO") which resulted in the issuance of 5.9 million
additional shares of Common  Stock.  Net proceeds  to the Company from  the
IPO, after deducting issuance costs, were $97.7 million.  The Company  used
$51.7 million  of  the  proceeds  to  repurchase  all  of  its  outstanding
redeemable preferred stock  on January 2,  1997 and to  pay a $0.9  million
preferred stock dividend on November 1, 1996.  Additionally, $35.9  million
of the IPO  proceeds, together  with $45.0  million of  available cash  and
$193.6 million of proceeds under the Company's credit facility were used to
repay all of  the outstanding  borrowings under the Company's prior  credit
facility.  The remaining IPO proceeds  were used to terminate a  consulting
agreement.

     The Company uses  a 52-53  week  fiscal  year ending  on the Saturday
closest to  October  31.  The Company  operates  supermarkets  in  Chicago,
Illinois, and its suburbs.   The consolidated financial statements  include
the accounts of the Company and its wholly-owned subsidiaries.  The Company
has no operations other than those of its subsidiaries.


     Inventories

     Inventories are stated at the lower of cost, primarily using the last-
in, first-out (LIFO)  method, or market.   If inventories  had been  valued
using replacement cost,  inventories would have  been higher by  $4,563,000
and $3,355,000 at April  19, 1997 and November  2, 1996, respectively,  and
gross profit and operating  income would have  been greater by  $1,208,000,
$604,000, $900,000 and $450,000 for the  24 weeks and 12 weeks ended  April
19, 1997 and April 13, 1996, respectively.

<PAGE>
<TABLE>
Item 2.   Management's Discussion and Analysis  of Financial Condition  and
Results of Operations

Results of Operations

     The following table sets forth the  historical results of the  Company
for the 12 weeks ended April 19, 1997,  the 12 weeks ended April 13,  1996,
the 24 weeks  ended April 19,  1997 and for  the 24 weeks  ended April  13,
1996, expressed in millions of dollars and as a percentage of sales.

                                                                12 Weeks Ended                          24 Weeks Ended
                                                     April 19, 1997      April 13, 1996        April 19, 1997     April 13, 1996
                                                                                     (unaudited)         
<S>                                                   <C>     <C>         <C>     <C>         <C>       <C>      <C>       <C>
Sales                                                 $583.5  100.0%      $556.9  100.0%      $1,186.4  100.0%   $1,141.2  100.0%
Gross profit                                           141.0   24.2%       129.0   23.2%         283.3   23.9%      261.0   22.9%
Selling, general and
  administrative expenses                              119.2   20.4%       110.1   19.8%         238.2   20.1%      222.8   19.5%
Operating income                                        21.8    3.8%        18.9    3.4%          45.1    3.8%       38.2    3.4%
Interest expense                                        13.8    2.4%        15.8    2.8%          26.7    2.2%       32.3    2.8%
Income tax expense                                       4.1    0.7%         2.4    0.4%           9.3    0.8%        4.5    0.4%
Net income                                               3.9    0.7%         0.7    0.1%           9.1    0.8%        1.4    0.1%
Preferred stock accretion                                  -      -          1.5    0.2%             -      -         3.1    0.3%
Net income (loss) attributable to common stockholders    3.9    0.7%        (0.8)  (0.1%)          9.1    0.8%       (1.7)  (0.1%)
</TABLE>
Comparison of Results of Operations for  the 12 Weeks Ended April 19,  1997
with the 12 Weeks Ended April 13, 1996

     Sales:  Sales increased $26.6 million, or 4.8%, from $556.9 million in
the 12 weeks ended April 13, 1996 to  $583.5 million in the 12 weeks  ended
April 19,  1997.   The increase  in sales  in the  fiscal 1997  period  was
primarily attributable to the opening of  four new Dominick's Fresh  Stores
in the fourth quarter  of fiscal 1996 and  an increase in comparable  store
sales of 1.6%.

     Gross Profit:   Gross profit increased  $12.0 million,  or 9.3%,  from
$129.0 million in the 12  weeks ended April 13,  1996 to $141.0 million  in
the 12 weeks ended April 19, 1997.   Gross profit as a percentage of  sales
increased from 23.2% in the 12 weeks ended  April 13, 1996 to 24.2% in  the
12 weeks  ended April  19, 1997,  due primarily  to the  Company's  ongoing
efforts to reduce its cost of goods through purchasing improvements and  to
increase sales and margins in its grocery and drug departments.

     Selling, General and  Administrative Expenses:   Selling, general  and
administrative expenses  ("SG&A") increased  $9.1  million, or  8.3%,  from
$110.1 million in the 12  weeks ended April 13,  1996 to $119.2 million  in
the 12 weeks ended April 19, 1997.  SG&A as a percentage of sales increased
from 19.8% in the 12 weeks  ended April 13, 1996 to  20.4% in the 12  weeks
ended April 19, 1997.  The  increase in SG&A as  a percentage of sales  was
primarily attributable to  planned increases  in rent  and occupancy  costs
associated with new and  replacement stores opening in  the second half  of
fiscal 1996.

     Operating Income:  Operating income for the 12 weeks  ended April 19,
1997 increased $2.9 million, or 15.3%,  from $18.9 million in the 12  weeks
ended April 13, 1996 to $21.8 million as a result of the factors  discussed
above. 
<PAGE>
     Interest Expense:   Interest expense decreased  from $15.8 million  in
the 12 weeks ended April 13,  1996 to $13.8 million  in the 12 weeks  ended
April 19, 1997.   The decrease  in interest expense  was due  to a  reduced
level of indebtedness and lower interest costs following the Company's IPO.

     Net Income:  Net income increased $3.2  million from $0.7 million  in
the 12 weeks ended  April 13, 1996 to  $3.9 million in  the 12 weeks  ended
April 19, 1997 as a result of the factors discussed above.  After deducting
preferred stock accretion of $1.5 million  in the 12 weeks ended April  13,
1996, net income (loss) attributable to common stockholders improved from a
net loss of $0.8 million in the 12 weeks ended April 13, 1996 to net income
of $3.9 million in the 12 weeks ended April 19, 1997.


Comparison of Results of Operations for  the 24 Weeks Ended April 19,  1997
with the 24 Weeks Ended April 13, 1996.

     Sales:  Sales increased $45.2 million, or 4.0%, from $1,141.2  million
in the 24 weeks ended April  13, 1996 to $1,186.4  million in the 24  weeks
ended April 19, 1997.  The increase in sales in the fiscal 1997 period  was
primarily attributable to the opening of  four new Dominick's Fresh  Stores
in the fourth quarter  of fiscal 1996 and  an increase in comparable  store
sales of 0.4%.
 
     Gross Profit:   Gross profit increased  $22.3 million, or  8.5%, from
$261.0 million in the 24  weeks ended April 13,  1996 to $283.3 million  in
the 24 weeks ended April 19, 1997.   Gross profit as a percentage of  sales
increased from 22.9% in the 24 weeks ended  April 13, 1996 to 23.9% in  the
24 weeks  ended April  19, 1997,  due primarily  to the  Company's  ongoing
efforts to reduce its cost of goods through purchasing improvements and  to
increase sales and margins in its grocery and drug departments.

     Selling, General and  Administrative Expenses:   SG&A increased $15.4
million, or 6.9%, from $222.8 million in the 24 weeks ended April 13,  1996
to $238.2  million in  the  24 weeks  ended  April 19,  1997.   SG&A  as  a
percentage of sales increased  from 19.5% in the  24 weeks ended April  13,
1996 to 20.1% in the 24 weeks ended April  19, 1997.  The increase in  SG&A
as a percentage of sales was primarily attributable to planned increases in
rent and occupancy costs associated with new and replacement stores opening
in the second half of fiscal 1996.

     Operating Income:  Operating income for the  24 weeks ended April 19,
1997 increased $6.9 million, or 18.1%,  from $38.2 million in the 24  weeks
ended April 13, 1996 to $45.1 million as a result of the factors  discussed
above. 

     Interest Expense:   Interest expense decreased  from $32.3 million  in
the 24 weeks ended April 13,  1996 to $26.7 million  in the 24 weeks  ended
April 19, 1997.   The decrease  in interest expense  was due  to a  reduced
level of indebtedness and lower interest costs following the Company's IPO.

     Net Income:  Net income  increased $7.7 million from  $1.4 million in
the 24 weeks ended  April 13, 1996 to  $9.1 million in  the 24 weeks  ended
April 19, 1997 as a result of the factors discussed above.  After deducting
preferred stock accretion of $3.1 million  in the 24 weeks ended April  13,
1996, net income (loss) attributable to common stockholders improved from a
net loss of $1.7 million in the 24 weeks ended April 13, 1996 to net income
of $9.1 million in the 24 weeks ended April 19, 1997.
<PAGE>

Liquidity and Capital Resources

     The Company's  principal  sources  of liquidity  are  cash  flow  from
operations, borrowings under the New Revolving  Facility (as defined below)
and capital  and  operating  leases.    The  Company's  principal  uses  of
liquidity are to provide working capital, finance capital expenditures  and
meet debt service requirements.

     On November 1, 1996, the Company  completed its IPO which resulted  in
the net proceeds to the Company of  $97.7 million.  The Company used  $51.7
million of such proceeds  to repurchase all  of its outstanding  redeemable
preferred stock on  January 2,  1997 and to  pay a  $0.9 million  preferred
stock dividend on November 1, 1996.     Additionally, $35.9 million of  the
IPO proceeds,  together with  $45.0 million  of available  cash and  $193.6
million of proceeds under the New Credit Facility (as defined below),  were
used to repay all of  the outstanding borrowings under the Company's  prior
credit  facility.    The  remaining  proceeds  were  used  to  terminate  a
consulting agreement.  As a result of these changes, the Company's  overall
level of indebtedness was reduced.


     On November 1, 1996, the Company entered into a credit facility with a
syndicate of financial institutions (the "New Credit Facility").  The New
Credit Facility provides for a $100 million amortizing term loan (the "New 
Term Loan"), a $105 million  revolving term facility (the "New Revolving
Term Facility") and a $120 million revolving facility  (the "New Revolving 
Facility," and together with the New Revolving Term Facility, the "New 
Revolving Facilities"), each of which has a six and  one-half year term. 
The New Revolving Facility is available for working capital  and general 
corporate  purposes,   including   up  to  $50 million  to  support letters 
of credit.  Up to $20  million  of  the New  Revolving Facility  is available 
as a swingline facility  (i.e., a facility which permits same-day borrowings 
directly from the agent under the New Credit Facility).  The New Credit 
Facility has  no annual  clean-down provision.   The  New Term  Loan requires 
quarterly amortization payments  commencing in the second  quarter of fiscal 
1998 in amounts  ranging from $2.5 million   to $7.5 million  per quarter.  
The Company will also  be required to make prepayments under  the New Credit 
Facility, subject  to certain exceptions,  with a percentage  of its 
consolidated excess cash flow and with the proceeds from certain  asset sales, 
issuance of debt securities and any pension plan reversions.

     The Company generated  approximately $31.0  million of  net cash  from
operating activities during the 24 weeks  ended April 19, 1997 compared  to
$2.6 million in the same period last  year.  The increase in cash  provided
by operating  activities  during the  24  weeks  ended April  19,  1997  is
attributable to higher operating income and the timing of cash payments for
interest.  Supermarket operators typically require small amounts of working
capital since inventory is generally sold  prior to the time that  payments
to suppliers are due.  This reduces the need for short-term borrowings  and
allows cash from  operations to be  used for non-current  purposes such  as
financing capital expenditures and other investing activities.   Consistent
with this  pattern, the  Company had  a working  capital deficit  of  $42.2
million at April 19, 1997.

     The Company  used $37.4  million in  investing activities  for the  24
weeks  ended  April  19,  1997,  which  consisted  principally  of  capital
expenditures related  to  new stores,  store  remodels, and,  to  a  lesser
extent,  expenditures  for  warehousing,  distribution  and   manufacturing
facilities and equipment, including data processing and computer systems.
<PAGE>
     The Company plans to make gross capital expenditures of  approximately
$48 million (or $26 million net  of expected capital leases) in the  second
half of  fiscal  1997.   Such  expenditures consist  of  approximately  $36
million related  to remodels  and  new stores,  as  well as  ongoing  store
expenditures for equipment and  maintenance, and approximately $12  million
related to  warehousing,  distribution  and  manufacturing  facilities  and
equipment, including  data processing  and  computer systems.    Management
expects that these capital expenditures will be financed primarily  through
cash flow from operations and lease  financing.  During the 24 weeks  ended
April 19,  1997, the  Company sold  and  leased-back under  capital  leases
approximately $10 million of certain existing owned equipment.

     The capital expenditure plans discussed above do not include potential
acquisitions which the  Company could make  to expand  within its  existing
market or  to  enter  contiguous  markets.    The  Company  considers  such
acquisition opportunities from time  to time.  In  March 1997, the  Company
completed the  purchase of  Byerly's two  Chicago area  stores.   Any  such
future acquisition, depending on  its size and  the form of  consideration,
may require the Company to seek additional debt or equity financing.

     The Company is a holding company that has no material operations other
than its ownership  of the capital  stock of Dominick's  Finer Foods,  Inc.
("Dominick's").  As a result, the Company is dependent upon distributions
or advances from Dominick's  to obtain cash to  pay dividends or for  other
corporate  purposes.  Dominick's   principal  debt  instruments   generally
restrict Dominick's from paying dividends or otherwise distributing cash to
the Company, except under certain limited circumstances, including for  the
payment of taxes  and, subject to  limitations, for general  administrative
purposes.


     The Company,  in the  ordinary course  of its  business, is  party  to
various  legal  actions.    One  case  currently  pending  alleges   gender
discrimination by Dominick's and seeks compensatory and punitive damages in
an unspecified amount.  The plaintiffs' motion for class certification  was
recently granted  by the  Court as  to the  female subclass.   Due  to  the
numerous legal and factual issues which must be resolved during the  course
of this litigation, the Company is  unable to predict the ultimate  outcome
of  this  lawsuit.    If  Dominick's  were  held  liable  for  the  alleged
discrimination (or otherwise  concludes that it  is in  the Company's  best
interest to  settle the  matter),  it could  be  required to  pay  monetary
damages (or settlement payments) which depending on the theory of  recovery
or the resolution of the plaintiffs'  claims for compensatory and  punitive
damages, could be substantial and could  have a material adverse effect  on
the Company.    Based  upon  the current  state  of  the  proceedings,  the
Company's assessment to date of the underlying facts and circumstances  and
the other information currently available,  and although no assurances  can
be given,  the  Company  does  not believe  that  the  resolution  of  this
litigation will have  a material adverse  effect on  the Company's  overall
liquidity.   As  additional  information is  gathered  and  the  litigation
proceeds, the Company will continue to assess its potential impact.
<PAGE>
     The Company  is  highly  leveraged.   Based  upon  current  levels  of
operations and  anticipated cost  savings and  future growth,  the  Company
believes that  its  cash flows  from  operations, together  with  available
borrowings under  the New  Revolving Facilities  and its  other sources  of
liquidity (including capital  and operating  leases), will  be adequate  to
meet its anticipated  requirements for  working capital,  debt service  and
capital expenditures over  the next few  years.  However,  there can be  no
assurance  that  the  Company  will  generate  sufficient  cash  flow  from
operations or that it will be able to make future borrowings under the  New
Credit Facility.

Effects of Inflation

     The Company's primary costs,  inventory and labor,  are affected by a
number of factors that are beyond  its control, including the  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  gross  profit  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.
<PAGE>
Cautionary Statement for  Purposes of Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995

     When used  in  this  report,  the  words  "believe," "estimate," "expect,"
"project" and similar  expressions,  together with other discussion of future 
trends or results,  are intended to identify  forward-looking statements 
within the meaning of Section 27A of the Securities Act of 1933,  as amended 
(the "Securities Act") and Section 21E of the Securities Exchange Act of 1934,  
as amended (the "Exchange Act").  Such statements are subject to certain risks 
and uncertainties, including those discussed below, that could cause actual 
results to differ materially  from those projected.   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.  There can be no assurance that the savings or other benefits
anticipated in  these forward  looking statements  will be  achieved.   The
following important factors, among others, could  cause the Company not  to
achieve the cost savings or other benefits contemplated herein or otherwise
cause the  Company's results  of operations  to  be adversely  affected  in
future periods:  (i)  continued  or increased  competitive  pressures  from
existing competitors and new entrants, including price-cutting  strategies;
(ii) unanticipated  costs related  to the  Company's growth  and  operating
strategies; (iii) loss  or retirement of  key members  of management;  (iv)
inability to negotiate more  favorable terms with  suppliers or to  improve
working capital management; (v) increase in interest rates of the Company's
cost of borrowing  or a default  under any material  debt agreements;  (vi)
inability to develop new stores in advantageous locations or to successfully  
convert existing stores: (vii) prolonged labor disruption; (vii) deterioration  
in general of regional economic conditions; (ix)  adverse state or federal 
legislation or regulation that increases the cost of compliance, or adverse 
findings by a regulator with respect to existing operations; (x) loss of 
customers as result of the conversion of store formats; (xi) adverse 
determinations in connection with pending or future litigation or other 
material claims and judgments against the Company; (xii) inability to achieve 
future sales; and (xiii) the unavailability of funds for capital expenditures.  
Many of such factors are beyond the control of the Company.  In addition, there 
can be no assurance that unforeseen costs and expenses or other factors will 
not offset or adversely affect the projected cost savings or other benefits
in whole or in part.
<PAGE>

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

     On March 16, 1995, a lawsuit  was filed in the United States  District
Court for  the Northern  District of  Illinois  against Dominick's  by  two
employees of  Dominick's.    The plaintiffs'  original  complaint  asserted
allegations of gender discrimination  and sought compensatory and  punitive
damages in  an  unspecified  amount.    The  plaintiffs  filed  an  amended
complaint on May  1, 1995.   The  amended complaint  added four  additional
plaintiffs  and  asserted  allegations   of  gender  and  national   origin
discrimination.  The plaintiffs filed a second amended complaint on  August
16, 1996  adding  three  additional  plaintiffs.   On  April  8,  1997  the
plaintiffs' motion for class certification was  granted by the court as  to
the female subclass.  The Company plans to vigorously defend this  lawsuit.
 Due to the numerous legal and factual issues which must be resolved during
the course  of  this litigation,  the  Company  is unable  to  predict  the
ultimate outcome of this  lawsuit.  If Dominick's  was held liable for  the
alleged discrimination (or otherwise concludes that it is in the  Company's
best interest to settle the matter),  it could be required to pay  monetary
damages (or settlement payments) which depending on the theory of  recovery
or the resolution of the plaintiffs'  claims for compensatory and  punitive
damages, could be substantial and could  have a material adverse effect  on
the Company.    Based  upon  the current  state  of  the  proceedings,  the
Company's assessment to date of the underlying facts and circumstances  and
the other information currently available,  and although no assurances  can
be given,  the  Company  does  not believe  that  the  resolution  of  this
litigation will have  a material adverse  effect on  the Company's  overall
liquidity.   As  additional  information is  gathered  and  the  litigation
proceeds, the Company will continue to assess its potential impact.

Item 2.   Changes in Securities
     None.

Item 3.   Defaults Upon Senior Securities
     None.

Item 4.   Submission of Matters to a Vote of Security Holders
     The Annual Meeting  of the Company's  Stockholders was  held March  4,
     1997 at which time the shareholders voted on the following matters:

     Election of Directors
     Nominee                             In Favor      Withheld
     Evan Bayh                          14,178,027     1,084,727
     Ronald W. Burkle                   14,177,977     1,084,777
     Patrick L. Graham                  14,177,127     1,085,627
     Antony P. Ressler                  14,177,127     1,085,627

     Grace Barry, Peter P. Copses, Linda McLoughlin Figel, David B. Kaplan,
Darren W.  Karst,  Robert  A.  Mariano and  Ira  L.Tochner  also  serve  as
directors of the  Company and  their terms  of office  continued after  the
annual meeting.

     Approval of  the  Dominick's Supermarkets,  Inc.  Directors'  Deferred
Compensation Plan:

           For           Against      Abstain     Broker Non-votes
       14,161,214       1,084,527           0                    0
<PAGE>
Item 5.   Other Information
     None.

Item 6.   Exhibits and Reports on Form 8-K
     Exhibit 27 - Financial Data Schedule


<PAGE>

     SIGNATURES

     Pursuant to  the  requirements of  the  Securities Act  of  1934,  the
Registrant has duly caused this  report to be signed  on its behalf by  the
undersigned, thereunto duly authorized.


Dated:  June 2, 1997               DOMINICK'S SUPERMARKETS, INC.



                                        /s/Robert A. Mariano          
                              
                                           Robert A. Mariano
                                           President and Chief Executive Officer




                                       /s/ Darren W. Karst          
                              
                                            Darren W. Karst
                                            Executive Vice President,
                                            Chief Financial Officer
<PAGE>