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 18, 1998


                    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 June 1, 1998 there were 18,620,493 shares of Common Stock 
     outstanding and 2,861,354 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 18, 1998 (unaudited) and November 1, 1997...........  1

          Consolidated Statements of Operations for the 12
            weeks ended April 18, 1998 and April 19, 1997 
            (unaudited)...............................................  2
       
          Consolidated Statements of Operations for the 24 weeks ended
            April 18, 1998 and April 19, 1997 (unaudited).............  3

          Consolidated Statements of Cash Flows for the 24 weeks ended
            April 18, 1998 and April 19, 1997 (unaudited).............  4

          Notes to Consolidated Financial Statements..................  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...........................................  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
                (in thousands, except share data)

                                             April 18, 1998    November 1, 1997
                                               (unaudited)
<S>                                          <C>                 <C>
ASSETS                         
 Current assets:  
  Cash and cash equivalents                  $      19,978       $      22,034
  Receivables, net                                  18,510              18,241
  Inventories                                      211,057             240,575
  Prepaid expenses and other                        33,512              39,656
     Total current assets                          283,057             320,506
  Property and equipment, net                      438,814             418,158
  Other assets:
   Deferred financing costs, net                     3,694               3,694
   Goodwill, net                                   370,679             375,312
   Other                                            29,312              31,090
     Total other assets                            403,685             410,096
  Total assets                               $   1,125,556       $   1,148,760

LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
  Accounts payable                           $     184,792       $     228,969
  Accrued payroll and related liabilities           30,941              35,906
  Taxes payable                                     36,858              20,852
  Other accrued liabilities                         63,347              82,274
  Current portion of long-term debt                    345                 377
  Current portion of capital lease 
   obligations                                      15,429              14,147
     Total current liabilities                     331,712             382,525
 Long-term debt:
  Bank credit facilities and other                 434,658             446,777
  Capital lease obligations                        157,182             140,032
  Deferred income taxes and other liabilities       72,282              62,795
  Stockholders' equity:
   Common Stock, $.01 par value 50,000,000 
    shares authorized, 18,586,296 issued and 
    outstanding at April 18, 1998 and 
    17,851,891 at November 1, 1997                     186                 178
   Non-Voting Common Stock, $.01 par value, 
    10,000,000 shares authorized, 2,861,354 
    shares issued and outstanding at
    April 18, 1998 and 3,515,168 at
    November 1, 1997                                    29                  35
   Additional paid-in capital                      205,812             205,464
   Retained deficit                                (76,305)            (89,046)
      Total stockholders' equity                   129,722             116,631
 Total liabilities and stockholders' 
  equity                                     $   1,125,556       $   1,148,760

 <FN>
                     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 18, 1998     April 19, 1997
 <S>                                         <C>                 <C>
 Sales                                       $     527,630       $    583,455
      
 Cost of sales                                     388,852            442,427
       
 Gross profit                                      138,778            141,028
          
 Selling, general and 
 administrative expenses                           118,037            119,219
       
 Operating income                                   20,741             21,809
       
 Interest expense                                   12,936             13,765
       
 Income before income taxes                          7,805              8,044
        
 Income tax expense                                  4,144              4,163
      
 Net income                                  $       3,661       $      3,881


 Earnings Per Share
      
  Basic earnings per share                   $        0.17       $       0.18

  Diluted earnings per share                 $        0.15       $       0.18

<FN>
                     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 18, 1998     April 19, 1997
 <S>                                         <C>                 <C>
 Sales                                       $   1,116,072       $  1,186,378       
        
 Cost of sales                                     822,797            903,043
       
 Gross profit                                      293,275            283,335
          
 Selling, general and 
   administrative expenses                         242,501            238,231
       
 Operating income                                   50,774             45,104
       
 Interest expense                                   26,261             26,676
      
 Income before income taxes                         24,513             18,428
        
 Income tax expense                                 11,772              9,361
      
 Net income                                  $      12,741       $      9,067

 
 Earnings Per Share
       
  Basic earnings per share                   $        0.59       $       0.42

  Diluted earnings per share                 $        0.53       $       0.41

<FN>
                     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 18, 1998     April 19, 1997
<S>                                          <C>                 <C>
Cash flows from operating activities:
 Net income                                  $      12,741       $      9,067
 Adjustments to reconcile net income to 
  net cash provided by operating activities:       
  Depreciation and amortization                     28,996             25,389
  Amortization of deferred financing costs             329                516
  Gain on disposal of assets                          (236)               (77)
  Changes in operating assets 
    and liabilities:
   Receivables                                        (269)            (8,544)
   Inventories                                      29,518            (14,316)
   Prepaid expenses and other                        3,246               (926)
   Accounts payable                                (44,177)            (2,592)
   Accrued liabilities and taxes payable             2,900             22,511
  Total adjustments                                 20,307             21,961
 Net cash provided by operating activities          33,048             31,028

Cash flows from investing activities:
 Capital expenditures                              (39,709)           (37,490)
 Proceeds from sale of assets and other                929                120
 Net cash used in investing activities             (38,780)           (37,370)

Cash flows from financing activities:
 Principal payments for long-term debt and
   capital lease obligations                        (7,146)            (6,901)
 Proceeds from sale-leaseback of assets             22,800              9,844
 Decrease in revolving debt                        (12,000)            (2,000)
 Proceeds from issuance of capital stock               351                 --
 Redemption of preferred stock                          --            (50,780)
 Other                                                (329)               308
 Net cash provided by (used in) 
   financing activities                              3,676            (49,529)

Net decrease in cash and cash equivalents           (2,056)           (55,871)
Cash and cash equivalents (including $50.8
 million of cash reserved for preferred stock
 redemption in 1997)  at beginning of period        22,034             83,515
 Cash and cash equivalents at end of period  $      19,978       $     27,644

<FN>    
                        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 18, 1998, and the 
consolidated statements of operations and cash flows for the 12 week and 
24 week periods ended April 18, 1998 and April 19, 1997 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 1, 1997.  Results of operations for interim periods 
are not necessarily indicative of the results for a full fiscal year.

  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 $4,317,000 and 
$3,855,000 at April 18, 1998 and November 1, 1997, respectively, and gross 
profit and operating income would have been greater by $462,000, $231,000, 
$1,208,000 and $604,000 for the 24 weeks and 12 weeks ended April 18, 1998 and 
April 19, 1997, respectively.

<PAGE>
  Earnings Per Share

  In February 1997, the Financial Accounting Standards Board issued Statement 
No. 128, Earnings per Share, which requires the presentation of both basic and 
diluted earnings per share.  Under Statement 128, the dilutive effect of stock 
options and warrants are excluded from the calculation of basic earnings per 
share but continue to be included in the calculation of diluted earnings per 
share.  The following table sets forth the computation of basic and diluted 
earnings per share (dollars and share information in thousands):

<TABLE>                                                                            
                            12 Weeks      24 Weeks      12 Weeks      24 Weeks                                       
                             Ended          Ended         Ended         Ended
                               April 18, 1998               April 19, 1997   
<S>                        <C>           <C>           <C>          <C>
Net Income                 $    3,661    $  12,741     $   3,881    $   9,067
Weighted average common 
  shares outstanding      
  (share base for basic 
    earnings per share)        21,421       21,417        21,359       21,359

Effect of potentially 
  dilutive securities           2,912        2,822           758          759
Share base for diluted 
  earnings per share           24,333       24,239        22,117       22,118
Basic earnings per share   $      .17    $     .59     $     .18    $     .42
Diluted earnings per share $      .15    $     .53     $     .18    $     .41

</TABLE>
<PAGE>
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 18, 1998, the 12 weeks ended April 19, 1997, the 24 weeks 
ended April 18, 1998 and for the 24 weeks ended April 19, 1997, expressed in 
millions of dollars and as a percentage of sales.

<TABLE>                                                                        
                       12 Weeks Ended                    24 Weeks Ended              
                 April 18, 1998  April 19, 1997  April 18, 1998   April 19, 1997
                                          (unaudited)         
<S>               <C>    <C>     <C>    <C>     <C>      <C>     <C>      <C>
Sales             $527.6 100.0%  $583.5 100.0%  $1,116.1 100.0%  $1,186.4 100.0%
Gross profit       138.7  26.3%   141.0  24.2%     293.3  26.3%     283.3  23.9%
Selling, general 
and administrative 
expenses           118.0  22.4%   119.2  20.4%     242.5  21.7%     238.2  20.1%
Operating income    20.7   3.9%    21.8   3.8%      50.8   4.6%      45.1   3.8%
Interest expense    12.9   2.4%    13.8   2.4%      26.3   2.4%      26.7   2.2%   
Income tax expense   4.1   0.8%     4.1   0.7%      11.8   1.1%       9.3   0.8%
Net income           3.7   0.7%     3.9   0.7%      12.7   1.1%       9.1   0.8%
</TABLE>

  Comparison of Results of Operations for the 12 Weeks Ended April 18,
   1998 with the 12 Weeks Ended April 19, 1997

     Sales:  Sales decreased $55.9 million, or 9.6%, from $583.5 million
   in the 12 weeks ended April 19, 1997 to $527.6 million in the 12
   weeks ended April 18, 1998.  The lower sales levels are primarily
   attributable to the former Omni stores, which were changed in October
   1997 from a high volume, price impact format to the Dominick's format
   in name only and without any significant remodel.  Sales of the 14
   new Dominick's Fresh Stores opened since May 1997 partially offset
   the lower sales attributable to the format change of the former Omni
   stores.  Comparable store sales decreased 1.8% for the 12 weeks ended 
   April 18, 1998.
    
     Gross Profit:  Gross profit decreased $2.3 million, or 1.6%, from
   $141.0 million in the 12 weeks ended April 19, 1997 to $138.7 million
   in the 12 weeks ended April 18, 1998.  Gross profit as a percentage
   of sales increased from 24.2% in the 12 weeks ended April 19, 1997 to
   26.3% in the 12 weeks ended April 18, 1998, due primarily to the
   positive impact of converting the former Omni stores to the full-service
   Dominick's format, the Company's ongoing initiatives to lower its cost of 
   goods, and the maturing and expansion of its base of Fresh Stores.
<PAGE>
     Selling, General and Administrative Expenses:  Selling, general and
   administrative expenses ("SG&A") decreased $1.2 million, or 1.0%,
   from $119.2 million in the 12 weeks ended April 19, 1997 to $118.0
   million in the 12 weeks ended April 18, 1998.  SG&A increased from
   20.4% of sales in the 12 weeks ended April 19, 1997 to 22.4% of sales
   in the 12 weeks ended April 18, 1998.  SG&A expenses as a percentage
   of sales increased primarily as a result of the lower level of sales as
   well as the increased service levels related to the conversion of the high 
   volume Omni format to the Dominick's format and planned increases in 
   occupancy costs and depreciation expense associated with the Company's new 
   store and remodel program.

     Operating Income:  Operating income for the 12 weeks ended April
   18, 1998 decreased $1.1 million, or 5.0%, from $21.8 million in the
   12 weeks ended April 19, 1997 to $20.7 million as a result of the
   factors discussed above. 

     Interest Expense:  Interest expense decreased from $13.8 million in
   the 12 weeks ended April 19, 1997 to $12.9 million in the 12 weeks
   ended April 18, 1998.  The decrease in interest expense was due to
   lower borrowings and interest rates following the Company's retirement of
   its Senior Subordinated Notes in October 1997.

     Net Income:  Net income decreased $0.2 million from $3.9 million in the 
   12 weeks ended April 19, 1997 to $3.7 million in the 12 weeks ended 
   April 18, 1998 as a result of the factors discussed above.
       
  Comparison of Results of Operations for the 24 Weeks Ended April 18, 1998 with
   the 24 Weeks Ended April 19, 1997

     Sales:  Sales decreased $70.3 million, or 5.9%, from $1,186.4 million in 
   the 24 weeks ended April 19, 1997 to $1,116.1 million in the 24 weeks ended 
   April 18, 1998.  The lower sales levels are primarily attributable to the 
   former Omni stores, which were changed in October 1997 from a high volume, 
   price impact format to the Dominick's format in name only and without any 
   significant remodel.  Sales of the 14 new Dominick's Fresh Stores opened 
   since May 1997 partially offset the lower sales attributable to the format 
   change of the former Omni stores.  Comparable store sales increased 0.4% for 
   the 24 weeks ended April 18, 1998.
        
     Gross Profit:  Gross profit increased $10.0 million, or 3.5%, from $283.3 
   million in the 24 weeks ended April 19, 1997 to $293.3 million in the 24 
   weeks ended April 18, 1998.  Gross profit as a percentage of sales increased 
   from 23.9% in the 24 weeks ended April 19, 1997 to 26.3% in the 24 weeks 
   ended April 18, 1998, due primarily to the positive impact of converting the 
   former Omni stores to the full-service Dominick's format, the Company's 
   ongoing initiatives to lower its cost of goods, and the maturing and 
   expansion of its base of Fresh Stores.
<PAGE>
     Selling, General and Administrative Expenses:  Selling, general and 
   administrative expenses ("SG&A") increased $4.3 million, or 1.8%, from $238.2
   million in the 24 weeks ended April 19, 1997 to $242.5 million in the 24 
   weeks ended April 18, 1998.  SG&A increased from 20.1% of sales in the 24 
   weeks ended April 19, 1997 to 21.7% of sales in the 24 weeks ended April 18, 
   1998.  SG&A expenses as a percentage of sales increased primarily as a 
   result of the lower level of sales as well as the increased service levels 
   related to the conversion of the high volume Omni format to the Dominick's 
   format and planned increases in occupancy costs and depreciation expense 
   associated with the Company's new store and remodel program.

     Operating Income:  Operating income for the 24 weeks ended April 18, 1998 
   increased $5.7 million, or 12.6%, from $45.1 million in the 24 weeks ended 
   April 19, 1997 to $50.8 million as a result of the factors discussed above. 

     Interest Expense:  Interest expense decreased from $26.7 million in the 24 
   weeks ended April 19, 1997 to $26.3 million in the 24 weeks ended April 18, 
   1998.  The decrease in interest expense was due to lower borrowings and 
   interest rates following the Company's retirement of its Senior Subordinated 
   Notes in October 1997.

     Net Income:  Net income increased $3.6 million from $9.1 million in the 24 
   weeks ended April 19, 1997 to $12.7 million in the 24 weeks ended 
   April 18, 1998 as a result of the factors discussed above.

  Liquidity and Capital Resources     
     
     The Company's principal sources of liquidity are cash flow from operations,
   borrowings under its 1997 Credit Facility (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 October 28, 1997, the Company entered into a revolving credit facility 
   with a syndicate of financial institutions (the "1997 Credit Facility") which
   provides borrowing availability of $575 million for general corporate and 
   working capital purposes including up to $50 million for letters of credit.  
   The Company uses letters of credit to cover workers' compensation 
   self-insurance liabilities and for other general purposes.  The 1997 Credit 
   Facility matures on April 28, 2004.  The Company is required to make 
   prepayments or reduce availability under the 1997 Credit Facility, subject to
   certain exceptions, with the proceeds from certain asset sales, issuances of
   debt securities and any pension plan reversions.

     The Company generated approximately $33.0 million of cash from operating 
   activities during the 24 weeks ended April 18, 1998 compared to $31.0 million
   in the same period last year.  The increase in cash generated from operating 
   activities during the 24 weeks ended April 18, 1998 is attributable to 
   increased profitability offset inpart by the timing of cash payments for 
   interest.  The Company anticipates that one of the principal uses of cash in 
   its operating activities will be inventory purchases.  However, 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 $48.7 million at April 18, 1998.
<PAGE>
     The Company used $38.8 million in investing activities for the 24 weeks 
   ended April 18, 1998, which consisted principally of capital expenditures.   
   Capital expenditures were made for store remodels, new store openings and, to
   a lesser extent, expenditures for warehousing, distribution, and 
   manufacturing facilities and equipment, including data processing and 
   computer systems.  The Company financed a portion of its capital expenditures
   through capital leases of certain equipment purchases which amounted to $22.8
   million during the 24 week period.

     The Company plans to make gross capital expenditures of approximately $140 
   million (or $80 million net of expected capital leases) in fiscal 1998.  Such
   expenditures consist of approximately $55 million for the conversion of the 
   Company's 17 Omni stores to the Dominick's format, $65 million related to 
   other remodels and new stores, as well as ongoing store expenditures for 
   equipment and maintenance, and approximately $20 million related to 
   warehousing, distribution and manufacturing facilities and equipment, 
   including computer software and hardware.  Management expects that these 
   capital expenditures will be financed primarily through cash flow from 
   operations, capital leases and the Company's $75.0 million real property 
   lease financing facility.  The capital expenditure budget for fiscal 1998 
   does not include certain environmental remediation costs which are expected 
   to be incurred over the next several years in the range of approximately 
   $4 million to $6 million.       
   
     The capital expenditure plans discussed above do not include potential 
   acquisitions which the Company could make to expand within its existing 
   market or contiguous markets.  The Company may consider such acquisition 
   opportunities from time to time.  Any such future acquisition may require the
   Company to seek additional debt or equity financing.
       
     On April 27, 1998, the Company's Board of Directors authorized the 
   repurchase of up to one million shares of its Common Stock.  Any such 
   repurchase will be made on the open market from time to time at prevailing
   market prices.

     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.  The Company's and its subsidiaries' 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 plaintiffs' motion for class certification was granted by the 
   Court as to the female subclass but was denied as to the national origin 
   subclass in fiscal 1997.  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.  See "Legal Proceedings."

     Certain of the Company's computer programs were written using two digits 
   to define the applicable year. Consequently, such programs may recognize a 
   date using "00" as the year 1900 rather than the year 2000 (the "Year 2000 
   Issue").   The Company's management has made an assessment of the Year 2000 
   Issue and its overall information system requirements and has commenced an 
   action plan which includes program and system conversions as well as 
   modifications of existing programs.  The Company has been replacing a 
   substantial number of its computer systems and related programs over the past
   several years.  Accordingly, the Company's management estimates that the 
   costs associated with correcting the Year 2000 Issue will not be material and
   that the Year 2000 Issue will not pose significant operational problems for 
   its computer systems.

     The Company is highly leveraged.  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 1997 
   Credit Facility and its other sources of liquidity (including leases) will be
   adequate to meet its anticipated requirements for working capital, debt 
   service and capital expenditures over the next few years.

  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 "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.  For discussion of certain factors which 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, see the section entitled "Risk Factors" in the 
   Company's Form 10K annual report for fiscal year ended November 1, 1997.  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. 


  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 but 
   was denied as to the national origin 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 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, in its ordinary course of business, is party to various other 
   legal actions.  Management believes these are routine in nature and 
   incidental to its operations.  Management believes that the outcome of any 
   such other proceedings to which the Company currently is a party will not 
   have a material adverse effect upon its business, financial condition or 
   results of operations.  However, adverse developments with respect to any 
   pending or future litigation could adversely affect the market price of the 
   Company's common stock.

   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 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, 1998        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>