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 August 9, 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 September 15, 1997, there were 17,844,384 shares of Common
     Stock  outstanding  and 3,522,493  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
                 August 9, 1997 (unaudited) and November 2, 1996    1

               Consolidated Statements of  Operations for
                 the 16 weeks ended August 9, 1997 and
                 August 3, 1996 (unaudited)                         2

               Consolidated Statements of Operations for the
                 40 weeks ended August 9, 1997 and
                 August 3, 1996 (unaudited)                         3

               Consolidated Statements of Cash Flows for the
                 40 weeks ended August 9, 1997 and
                 August 3, 1996 (unaudited)                         4

               Notes to Consolidated Financial Statements           5

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

<PAGE>
                       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 ...............................10

     Item 6.  Exhibits and Reports on Form 8-K ................10


     Signatures ...............................................11



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

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

                       ASSETS
                                   August 9, 1997    November 2, 1996
                                             (unaudited)
  <S>                                 <C>              <C>
  Current assets:  
   Cash and cash equivalents          $    47,560      $    32,735
   Cash reserved for stock redemption           -           50,780
   Receivables, net                        31,972           16,723
   Inventories                            213,927          203,411
   Prepaid expenses and other              25,693           21,860
     Total current assets                 319,152          325,509
  Property and equipment, net             406,823          368,224
  Other assets:
   Deferred financing costs, net           10,748           11,524
   Goodwill, net                          411,809          420,182
   Other                                   27,514           27,546
    Total other assets                    450,071          459,252
  Total assets                        $ 1,176,046      $ 1,152,985

</TABLE>
<PAGE>
<TABLE>

<S>                                  <C>              <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
   Accounts payable                  $    194,444     $    187,787
   Accrued payroll and related
    liabilities                            32,962           30,896
   Taxes payable                           31,696           18,234
   Other accrued liabilities               71,241           61,465
   Current portion of long-term debt        5,374              376
   Current portion of capital
    lease obligations                      12,826            9,676
    Total current liabilities             348,543          308,434
  Long-term debt:
   Bank credit facilities and other       214,356          200,644
   Senior subordinated debt               200,000          200,000
   Capital lease obligations              135,014          130,052
   Deferred income taxes and other
    liabilities                            84,288           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 divendends                      -           50,780
Stockholders' equity:
   Common Stock, $.01 par  value,
    50,000,000 shares authorized,
    17,844,384 shares issued and outstanding 
    at August 9, 1997 and 16,080,074 shares
    issued and outstanding at November 2, 
    1996                                      178              161
   Non-Voting Common Stock, $.01 par
    value, 10,000,000 shares authorized,
     3,522,493 shares issued and
     outstanding at August 9, 1997 and
     5,278,962 shares issued and
     outstanding at November 2, 1996           35               52
     Additional paid-in capital           205,461          205,394
Retained deficit                         (11,829)         (26,536)
  Total stockholders' equity              193,845          179,071
Total liabilities and stockholders'
 equity                               $ 1,176,046     $  1,152,985

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


                                        16 Weeks         16 Weeks    
                                         Ended            Ended      
                                     August 9, 1997   August 3, 1996
  <S>                                <C>              <C> 
  Sales                              $    813,690     $    759,309
 
  Cost of sales                           618,555          583,234
 
  Gross profit                            195,135          176,075
    
  Selling, general and
   administrative expenses                165,459          149,632
  
  Operating income                         29,676           26,443
 
  Interest expense                         18,515           21,078
 
  Income before income taxes               11,161            5,365
  
  Income tax expense                        5,521            3,648
  Net income                                5,640            1,717
  Preferred stock accretion                     -            2,164
                                             
  Net income (loss) available to
   common stockholders                    $ 5,640         $   (447)

 Per Share
   Net income (loss) per common share     $  0.25         $   (.03)
   Average number of common and
    common equivalent shares outstanding   22,885           15,489


                          See accompanying notes.
</TABLE>
<PAGE>
<TABLE>

                  DOMINICK'S SUPERMARKETS, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS
                     (dollars in thousands)
                           (unaudited)


                                     40 Weeks         40 Weeks    
                                      Ended            Ended      
                                   August 9, 1997   August 3, 1996
  <S>                                 <C>             <C> 
  Sales                               $ 2,000,068     $  1,900,550
 
  Cost of sales                         1,521,598        1,463,514
 
  Gross profit                            478,470          437,036
    
  Selling, general and
   administrative expenses                403,690          372,376
  
  Operating income                         74,780           64,660
 
  Interest expense                         45,191           53,409
 
  Income before income taxes               29,589           11,251
  
  Income tax expense                       14,882            8,138
  Net income                               14,707            3,113
  Preferred stock accretion                  -               5,229

Net income (loss) available to
 common stockholders                   $   14,707      $   ( 2,116)   

Per Share
Income (loss) per common share        $      0.66      $      (.14)
Average number of common and
 common equivalent shares outstanding      22,425           15,489

                          See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
                       DOMINICK'S SUPERMARKETS, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (dollars in thousands)
                                (unaudited)
                                               40 Weeks      40 Weeks  
                                                Ended         Ended
                                           August 9, 1997   August 3, 1996
       
  <S>                                         <C>             <C>
  Cash flows from operating activities:
  Net income                                  $   14,707      $   3,113
    Adjustments to reconcile net income
    to net cash provided by operating
    activities:
       Depreciation and amortization              44,642         34,722
       Amortization of deferred financing
        costs                                        877          2,137
       (Gain) loss on disposal of assets            (137)             5
       Changes in operating assets
         and liabilities:
         Receivables                             (15,249)        13,427
         Inventory                               (10,516)         2,918
         Prepaid expenses                         (2,675)        (2,063)
         Accounts payable                          6,657        (30,148)
         Accrued liabilities and
          taxes payable                           19,812          8,324
        Total adjustments                         43,411         29,322
        Net cash provided by operating
         activities                               58,118         32,435
      
    Cash flows from investing activities:
        Capital expenditures                     (66,598)       (25,264)
        Proceeds from sale of assets                 272            293
    Net cash used in investing activities        (66,326)       (24,971)

        Cash flows from financing activities:
        Principal payments for long-term
         debt and capital lease obligations      (10,550)       (20,052)
        Proceeds from sale-leaseback of assets    15,142         24,702
        Increase in revolving debt                19,000             -
        Redemption of preferred stock            (50,780)            -
        Deferred financing costs and other          (559)          (838)
        Net cash provided by financing
         activities                             ( 27,747)         3,812


       Net increase (decrease) in cash
        and cash equivalents                    (35,955)         11,276
       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                        $  47,560       $  66,827

                      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 August 9, 1997,
   and the consolidated statements of operations and cash flows for  the
   16 week and 40 week periods ended  August 9, 1997 and August 3,  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
   $5,119,000 and $3,355,000  at August 9,  1997 and  November 2,  1996,
   respectively, and gross profit and  operating income would have  been
   greater by $1,764,000 and  $556,000, $1,500,000 and $600,000 for  the
   40 weeks  and 16  weeks ended  August  9, 1997  and August  3,  1996,
   respectively.
<PAGE>

   Earnings Per Share

       In  February  1997,  the  Financial  Accounting  Standards  Board
   issued Statement No. 128, Earnings per Share, which the Company  will
   adopt in the first quarter of  1998.  Under the new requirements  for
   calculating primary earnings per share, the dilutive effect of  stock
   options will be  excluded.  The  Company has not  yet determined  the
   impact that Statement No. 128 will have on earnings per share.

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

<TABLE>

   Results of Operations
       The  following table  sets forth  the historical  results of  the
   Company for the 16 and  40 weeks ended August  9, 1997 and August  3,
   1996, expressed in millions of dollars and as a percentage of sales.

                                                                     
                                     16 Weeks Ended                   40 Weeks Ended       
                             August 9, 1997   August 3,1996     August 9,1997  August 3, 1996  
                                                       (unaudited)      
   <S>                       <C>     <C>      <C>     <C>      <C>       <C>       <C>       <C>
   Sales...................  $813.7  100.0 %  $759.3  100.0 %  $2,000.1  100.0 %   $1,900.6  100.0 %
   Gross profit............   195.1   24.0 %   176.1   23.2 %     478.5   24.0 %      437.0   23.0 %
   Selling, general and
   administrative expenses.   165.5   20.3 %   149.7   19.7 %     403.7   20.2 %    372.4    19.6 %
   Operating income........    29.7    3.7 %    26.4    3.5 %      74.8    3.7 %     64.6     3.4 %
   Interest expense........    18.5    2.3 %    21.1    2.8 %      45.2    2.3 %     53.4     2.8 %
   Income tax expense......     5.5    0.7 %     3.6    0.5 %      14.9    0.7 %      8.1     0.4 %
   Net income..............     5.6    0.7 %     1.7    0.2 %      14.7    0.7 %      3.1     0.2 %
   Preferred stock accretion     -      -        2.1    0.2 %        -      -         5.2     0.3 %
   Net income (loss) available
    to common stockholders      5.6    0.7 %    (0.4)  (0.1)%      14.7    0.7 %     (2.1)   (0.1)%

</TABLE>
<PAGE>
   Comparison of Results of Operations for the 16 Weeks Ended August  9,
   1997 with the 16 Weeks Ended August 3, 1996

     Sales:  Sales increased $54.4 million, or 7.2%, from $759.3 million
   in the 16  weeks ended August  3, 1996 to  $813.7 million  in the  16
   weeks ended August 9, 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 1996, four  new 
   Fresh Stores in 1997, and increase in comparable store sales of 1.0%.

     Gross Profit:  Gross profit increased $19.0 million, or 10.8%, from
   $176.1 million in the 16 weeks ended August 3, 1996 to $195.1 million
   in the 16 weeks ended August 9,  1997.  Gross profit as a  percentage
   of sales increased from 23.2% in the 16 weeks ended August 3, 1996 to
   24.0% in the  16 weeks  ended August 9,  1997, due  primarily to  the
   Company's ongoing  efforts  to  reduce  its  cost  of  goods  through
   purchasing improvements and  to increased  sales and  margins in  its
   grocery, perishable and drug departments.

     Selling, General and Administrative Expenses:  Selling, general and
   administrative expenses ("SG&A") increased  $15.8 million, or  10.6%,
   from $149.7 million in  the 16 weeks ended  August 3, 1996 to  $165.5
   million in the 16  weeks ended August 9,  1997.  SG&A increased  from
   19.7% of sales in the 16 weeks ended August 3, 1996 to 20.3% of sales
   in the 16  weeks ended August  9, 1997.   The increase in  SG&A as  a
   percentage of sales reflects planned increases in rent and  occupancy
   costs associated with new and replacement stores. 

     Operating Income:   Operating  income  increased $3.3  million,  or
   12.5%, from $26.4  million in the  16 weeks ended  August 3, 1996  to
   $29.7 million for the 16 weeks ended August  9, 1997  as a result  of
   the factors discussed above. 

     Interest Expense:  Interest expense decreased from $21.1 million in
   the 16 weeks ended August  3, 1996 to $18.5  million in the 16  weeks
   ended August 9, 1997.   The decrease in  interest expense was due  to
   lower borrowings and interest rates following the IPO.

     Net Income:  Net income increased $3.9 million from $1.7 million in
   the 16 weeks ended  August 3, 1996  to $5.6 million  in the 16  weeks
   ended August 9,  1997 as a  result of the  factors discussed above.  
   After deducting preferred stock accretion of  $2.1 million in the  16
   weeks ended August  3, 1996, net  income (loss)  available to  common
   stockholders improved from  a net  loss of   $0.4 million  in the  16
   weeks ended August 3, 1996  to net income of  $5.6 million in the  16
   weeks ended August 9, 1997.  

<PAGE>

   Comparison of Results of Operations for the 40 Weeks Ended August  9,
   1997 with the 40 Weeks Ended August 3, 1996

     Sales:   Sales  increased $99.5  million,  or 5.2%,  from  $1,900.6
   million in the 40 weeks ended  August 3, 1996 to $2,000.1 million  in
   the 40 weeks  ended August 9,  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 1996,  four  new  
   Fresh Stores in 1997, and an increase in comparable store sales of 0.6%.

     Gross Profit:  Gross profit increased $41.5 million, or 9.5%,  from
   $437.0 million in the 40 weeks ended August 3, 1996 to $478.5 million
   in the 40 weeks ended August 9,  1997.  Gross profit as a  percentage
   of sales increased from 23.0% in the 40 weeks ended August 3, 1996 to
   24.0% in the  40 weeks  ended August 9,  1997, due  primarily to  the
   Company's ongoing  efforts  to  reduce  its  cost  of  goods  through
   purchasing improvements and  to increased  sales and  margins in  its
   grocery, perishable and drug departments.

     Selling, General and Administrative Expenses:  SG&A increased $31.3
   million, or 8.4%, from $372.4 million in the 40 weeks ended August 3,
   1996 to $403.7 million in the 40 weeks ended August 9, 1997.  SG&A as
   a percentage of  sales increased  from 19.6%  in the  40 weeks  ended
   August 3, 1996 to 20.2% in  the 40 weeks ended  August 9, 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 increased  $10.2 million,  or
   15.7%, from $64.6  million in the  40 weeks ended  August 3, 1996  to
   $74.8 million for the 40  weeks ended August 9,  1997 as a result  of
   the factors discussed above. 

     Interest Expense:  Interest expense decreased from $53.4 million in
   the 40 weeks ended August  3, 1996 to $45.2  million in the 40  weeks
   ended August 9, 1997.  The decrease in interest expense was due to  a
   reduced level of indebtedness and lower interest costs following  the
   IPO.

     Net Income:  Net income increased  $11.6 million from $3.1  million
   in the 40 weeks ended August 3, 1996 to $14.7 million in the 40 weeks
   ended August 9,1997  as a  result of  the factors  discussed above.  
   After deducting preferred stock accretion of  $5.2 million in the  40
   weeks ended August  3, 1996, net  income (loss)  available to  common
   stockholders improved from a net loss of $2.1 million in the 40 weeks
   ended August 3, 1996 to net income  of $14.7 million in the 40  weeks
   ended August 9, 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 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  IPO  proceeds  were used  to  terminate  a  consulting
   agreement.  As a result of these changes, the Company's overall level
   of indebtedness was reduced and it is anticipated that future results
   of operations will reflect reduced levels of interest expense.

     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 cleandown 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,  issuances of  debt
   securities and any pension plan reversions.

     Additionally, in August, 1997 the Company entered into an agreement
   with a  third party  which  provides up  to  $75.0 million  of  
   real property lease financing for new stores.

<PAGE>

     The Company generated approximately $58.1 million of net cash  from
   operating activities  during  the  40  weeks  ended  August  9,  1997
   compared to $32.4 million in the same period last year.  The increase
   in cash provided by  operating activities during  the 40 weeks  ended
   August 9, 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  $29.2
   million at August 9, 1997.

     The Company used $66.3 million in  investing activities for the  40
   weeks ended August  9, 1997, which  consisted principally of  capital
   expenditures related primarily 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.

   The  Company   plans  to   make   gross   capital   expenditures   of
   approximately $21  million (or  $9 million  net of  expected  capital
   leases) in  the fourth  quarter of  fiscal 1997.   Such  expenditures
   consist of  approximately $15  million related  to remodels  and  new
   stores, as  well  as ongoing  store  expenditures for  equipment  and
   maintenance and  approximately  $6 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 40  weeks  ended
   August 9, 1997, the Company sold and leased-back under capital leases
   approximately $15 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.
<PAGE>
          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  plantiffs' 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.

     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 Facility 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.

    On September 23, 1997, Dominick's  entered into a commitment  letter
   with certain  financial institutions  to provide  a senior  revolving
   credit facility to Dominick's  in an aggregate amount  of up to  $575
   million.  The facility will replace the existing New Credit  Facility
   and further reduce the Company's costs of borrowing.  It is presently 
   anticipated  that such  credit  facility  will be  guaranteed  by the  
   Company and  the material  subsidiaries of Dominick's.  Concurrently, 
   Dominick's  announced that it will commence an offer  to purchase for 
   cash (the "Offer to Purchase") any and all of its outstanding 10 7/8% 
   Senior Subordinated Notes due 2005 (the "Notes"). In  connection with 
   the Offer to Purchase, Dominick's will solicit  consents from holders 
   of the Notes to certain  amendments to  the indenture  governing  the 
   Notes. Consummation of the Offer to Purchase is subject to the tender 
   of, and receipt of consents from, the holders of at least a  majority  
   of the outstanding aggregate principal  amount of  Notes, the receipt 
   of  financing under  the new  revolving  credit facility and  certain 
   other  conditions.  As of September 23, 1997,  $200 million aggregate 
   principal  amount of  Notes were  outstanding.  The Company presently 
   aniticipates that it will record an after-tax extraordinary charge of  
   approximately  $25  million  in  the  fourth quarter  related to  the  
   write-off  of deferred financing costs, debt repayment  premiums  and 
   transaction expenses.
<PAGE>

   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.

   Cautionary Statement for Purposes of  "Safe Harbor Provisions" of the
   Private Securities Litigation Reform Act of 1995

     When  used  in  this  report,  the  words  "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; (viii) 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 were held liable for
   the alleged discrimination (or otherwise concludes that is 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
        None

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


   Dated:  September 23, 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