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 January 25, 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 March 3, 1997  there were 16,080,074  shares of Common  Stock
  outstanding  and  5,278,962  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
              January 25, 1997 (unaudited) and November 2, 1996             1

            Consolidated Statements of Operations for the  12 weeks 
             ended January 25, 1997 and January 20, 1996 (unaudited)        2

            Consolidated  Statements of Cash Flows for the  12 weeks 
             ended January 25, 1997 and January 20, 1996 (unaudited)        3

            Notes to Consolidated Financial Statements                      4

  Item 2.  Management's  Discussion  and  Analysis  of  Financial
            Condition and Results of Operations                             5






PART II.  OTHER INFORMATION


  Item 1.  Legal Proceedings                                                8

  Item 2.  Changes in Securities                                            9

  Item 3.  Defaults Upon Senior Securities                                  9

  Item 4.  Submission of Matters to a Vote of Security Holders              9

  Item 5.  Other Information                                                9

  Item 6.  Exhibits and Reports on Form 8-K                                 9


  Signatures                                                               10 
<PAGE>  
<TABLE>  
  PART I.  FINANCIAL INFORMATION
  Item 1.     Consolidated Financial Statements
 
                          DOMINICK'S SUPERMARKETS, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)

                                                                        
                                                                      January 25, 1997     November 2, 1996
    ASSETS                                                            (unaudited)   
     <S>                                                            <C>                  <C>
     Current assets:  
      Cash and cash equivalents                                      $       21,191       $       32,735
      Cash reserved for stock redemption                                          -               50,780
      Receivables, net                                                       20,694               16,723
      Inventories                                                           203,947              203,411
      Prepaid expenses and other                                             24,059               21,860
         Total current assets                                               269,891              325,509
      Property and equipment, net                                           383,649              368,224
     Other assets:
      Deferred financing costs, net                                          11,271               11,524
      Goodwill, net                                                         417,656              420,182
      Other                                                                  27,215               27,546
        Total other assets                                                  456,142              459,252
     Total assets                                                      $  1,109,682         $  1,152,985

   LIABILITIES AND STOCKHOLDERS' EQUITY
     Current liabilities:
      Accounts payable                                                $     158,309         $    187,787
      Accrued payroll and related liabilities                                28,441               30,896
      Taxes payable                                                          26,081               18,234
      Other accrued liabilities                                              67,127               61,465
      Current portion of long-term debt                                         377                  376
      Current portion of capital lease obligations                           11,337                9,676
       Total current liabilities                                            291,672              308,434
     Long-term debt:
      Term loans                                                            215,578              200,644
      Senior subordinated debt                                              200,000              200,000
     Capital lease obligations                                              135,832              130,052
     Deferred income taxes and other liabilities                             82,319               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 January 25, 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
        January 25, 1997 and November 2, 1996                                   52                    52
      Additional paid-in capital                                           205,419               205,394
      Accumulated deficit                                                  (21,351)              (26,536)
        Total stockholders' equity                                         184,281               179,071
     Total liabilities and stockholders' equity                       $  1,109,682          $  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      
                                                                  January 25, 1997          January 20, 1996
     <S>                                                                <C)                        <C>
     Sales                                                              $  602,923                 $ 584,362
     
     Cost of sales                                                         460,616                   452,410
    
     Gross profit                                                          142,307                   131,952
       
     Selling, general and administrative expenses                          119,012                   112,622
    
     Operating income                                                       23,295                    19,330
    
     Interest expense                                                       12,911                    16,514
    
     Income before income taxes                                             10,384                     2,816
     
     Income tax expense                                                      5,199                     2,146
     Net income                                                              5,185                       670
     Preferred stock accretion                                                   -                     1,509

     Net income (loss) attributable to common stockholders             $     5,185               $      (839)
    
     Per Share
     Income (loss) per common share                                    $      0.23               $      (.05)
     Average number of common and common equivalent
       shares outstanding                                                   22,118                    15,489

                                                                     See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
                                                             DOMINICK'S SUPERMARKETS, INC.
                                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                      (in thousands)
                                                                        (unaudited)
                                                                        
                                                                      12 Weeks                  12 Weeks  
                                                                        Ended                     Ended
                                                                  January 25, 1997          January 20, 1996
    
     <S>                                                            <C>                       <C>
     Cash flows from operating activities:
     Net income                                                     $        5,185            $          670
     Adjustments to reconcile net income to net cash
       used in operating activities:       
      Depreciation and amortization                                         12,021                    10,164
      Amortization of deferred financing costs                                 252                       812
      Gain on disposal of assets                                               (44)                        -
      Changes in operating assets and liabilities:
       Receivables                                                          (3,972)                    3,643                       
       Inventories                                                            (536)                    1,856
       Prepaid expenses                                                     (3,064)                     (985)
       Accounts payable                                                    (29,478)                  (33,521)
       Accrued liabilities and taxes payable                                 9,117                    (7,273)
     Total adjustments                                                     (15,704)                  (25,304)
     Net cash used in operating activities                                 (10,519)                  (24,634)

     Cash flows from investing activities:
     Capital expenditures                                                  (21,108)                   (3,563)
     Proceeds from sale of assets                                               56                       117
     Net cash used in investing activities                                 (21,052)                   (3,446)

     Cash flows from financing activities:
     Principal payments for long-term debt and
      capital lease obligations                                             (4,013)                   (9,951)
     Proceeds from sale-leaseback of assets                                  8,848                    16,911
     Increase in revolving debt                                             15,000                         -
     Redemption of preferred stock                                         (50,780)                        -
     Deferred financing costs and other                                        192                      (322)
     Net cash provided by (used in) financing activities                   (30,753)                    6,638

    Net decrease in cash and cash equivalents                              (62,324)                  (21,442)
    Cash and cash equivalents (including $50.8
       million 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                        $     21,191            $       34,109


                                                      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 Ja nuary 25,
1997, and the consolidated statements of  operations and cash flows  for
the 12-week period  ended January 25,  1997, and January  20, 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 $50.8  million of the proceeds to  repurchase
all of its  outstanding redeemable preferred  stock on  January 2,  1997
(and paid 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  was used  to repay  all of   the  outstanding
borrowings under  the  Company's then  existing  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
$3,960,000 and  $3,355,000 at  January 25,  1997 and  November 2,  1996,
respectively, and  gross profit  and operating  income would  have  been
greater by $605,000 and $450,000 for the 12 weeks ended January 25, 1997
and January 20, 1996, respectively.
<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  January 25, 1997 and   for the 12  weeks
ended January  20, 1996,  expressed  in millions  of  dollars and  as  a
percentage of sales.
<TABLE>
                                                                        
                                                                               12 Weeks Ended
                                                                  January 25, 1997           January 20,1996
                                                                                 (unaudited)         
<S>                                                               <C>        <C>             <C>       <C>
Sales                                                             $602.9     100.0 %         $584.4    100.0 %
Gross profit                                                       142.3      23.6 %          132.0     22.6 %
Selling, general and
  administrative expenses                                          119.0      19.7 %          112.6     19.3 %
Operating income                                                    23.3       3.9 %           19.3      3.3 %
Interest expense                                                    12.9       2.1 %           16.5      2.8 %
Income tax expense                                                   5.2       0.9 %            2.1      0.4 %
Net income                                                           5.2       0.9 %            0.7      0.1 %
Preferred stock accretion                                              -         -              1.5      0.2 %
Net income (loss) attributable to common stockholders                5.2       0.9 %           (0.8)    (0.1 %)
</TABLE>
Comparison of Results of Operations for  the 12 Weeks Ended January  25, 1997 
 with the 12 Weeks Ended January 20, 1996

     Sales:  Sales increased $18.5 million, or 3.2%, from $584.4 million
in the 12 weeks ended January 20, 1996 to $602.9 million in the 12 weeks
ended January 25, 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,  partially offset  by  a
decrease in comparable store sales of 0.7%.  The decrease in  comparable
store sales is due to greater remodel construction activity compared  to
the prior  year  period, which  caused  some disruption  in  12  stores.
Additionally, the shortened  holiday season  in the  fiscal 1997  period
also impacted sales.
 
     Gross Profit:  Gross profit increased $10.3 million, or 7.8%,  from
$132.0 million in the 12 weeks ended January 20, 1996 to $142.3  million
in the 12 weeks ended January 25, 1997.  Gross profit as a percentage of
sales increased from  22.6% in the  12 weeks ended  January 20, 1996  to
23.6% in  the 12  weeks ended  January 25,  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 $6.4 million, or 5.7%, from
$112.6 million in the 12 weeks ended January 20, 1996 to $119.0  million
in the 12 weeks ended  January 25, 1997.   SG&A increased from 19.3%  of
sales in the 12 weeks ended January 20, 1996 to 19.7% of sales in the 12
weeks ended January 25, 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 opening  in the second  half of  fiscal
1996.
<PAGE>
     Operating Income:  Operating income for the 12 weeks ended  January
25, 1997 increased $4.0 million, or 20.7%, from $19.3 million in the  12
weeks ended January 20, 1996 to $23.3 million as a result of the factors
discussed above. 

     Interest Expense:  Interest expense decreased from $16.5 million in
the 12 weeks ended  January 20, 1996  to $12.9 million  in the 12  weeks
ended January 25,  1997.  The  decrease in interest  expense was due  to
lower borrowings and interest rates following the Company's IPO.

     Net Income:  Net income increased from $0.7 million in the 12 weeks
ended January 20, 1996 to $5.2 million in the 12 weeks ended January 25,
1997 as  a result  of  the factors  discussed  above.   After  deducting
preferred stock accretion of $1.5 million in the 12 weeks ended  January
20, 1996, net income (loss) attributable to common stockholders improved
from a net loss of $0.8 million in  the 12 weeks ended January 20,  1996
to net income of $5.2 million in the 12 weeks ended January 25, 1997.

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  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 $50.8  million of the proceeds to  repurchase
all of its  outstanding redeemable preferred  stock on  January 2,  1997
(and paid 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  then  existing   credit
facility.  The remaining  proceeds were used  to terminate a  consulting
agreement.  As a result of these changes, the Company's debt was reduced
and it anticipates that  its 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 Company  is
not required to reduce borrowings under the New Revolving Facilities  by
a specified amount  each year.   The  New Term  Loan requires  quarterly
amortization payments commencing  in 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's of debt securities and any pension plan reversions.

     The Company used approximately $10.5 million of cash for  operating
activities during the 12 weeks ended January 25, 1997 compared to  $24.6
million in the same period  last year.  The  reduction in cash used  for
operating activities  during the  12 weeks  ended  January 25,  1997  is
attributable to  lower  interest expense  and 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 $21.8 million at January 25, 1997.

     The Company's cash used  in investing activities  for the 12  weeks
ended January 25, 1997 was $21.0 million, which consisted principally of
capital expenditures related to 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 $84  million  (or  $55 million  net  of  expected  capital
leases) in fiscal 1997.  Such expenditures consist of approximately  $60
million related to  remodels and new  stores, as well  as ongoing  store
expenditures for equipment and maintenance and approximately $24 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  12
weeks ended January  25, 1997, the  Company sold  and leased-back  under
capital leases  approximately  $9  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 acquisition opportunities from time to time. In March 1997,
the Company completed the purchase of Byerly's two Chicago area stores,
which have been closed for remodeling to the "Fresh Store" format.  
The Company is also evaluating other acquisition opportunities in its 
market area, although no agreements have been reached.  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 is  currently  pending  before the  court.  A federal  
magistrate has recommended that the female subclass be certified, see
"Legal Proceedings."  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 outcome of the class certification motion (and the size of 
any class certified), 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.



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  of1933, 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
August 16, 1996 adding three additional plaintiffs.  The plaintiffs'
motion for class certification is currently  pending before the court.  
On  February  21,  1997,  the  magistrate  judge  issued  a  report  and
recommendation in  which  he recommended  that  the subclass  of  female
employees be certified and that the  subclass of Hispanic employees  not
be certified.  That report and recommendation is now before the district
court judge.  The Company will object to the report and  recommendation
of  the  magistrate  judge  concerning  the  female  subclass,  and  the
plaintiffs are expected to object to  the recommendation concerning the 
Hispanic subclass.  The parties are currently in the process of briefing
those objections.  The district court is obligated to conduct a de novo
review of the certification issue.  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 outcome of the class certification motion (and the size
of any class certified), 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 Act  of 1934,  the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Dated:  March 10, 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
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