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 8, 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 September 17, 1998 there were 18,669,189 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
             August 8, 1998 (unaudited) and November 1, 1997.................1

           Consolidated Statements of Operations for the 16
             weeks ended August 8, 1998 and August 9, 1997
             (unaudited).....................................................2

           Consolidated Statements of Operations for the 40 weeks ended
             August 8, 1998 and August 9, 1997 (unaudited)...................3

           Consolidated Statements of Cash Flows for the 40 weeks ended
             August 8, 1998 and August 9, 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.................................................11

  Item 2.  Changes in Securities.............................................11

  Item 3.  Defaults Upon Senior Securities...................................11

  Item 4.  Submission of Matters to a Vote of Security Holders...............11

  Item 5.  Other Information.................................................11

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

  Signatures.................................................................12


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

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

                                             August 8, 1998    November 1, 1997
                                               (unaudited)
<S>                                               <C>            <C>
ASSETS
Current assets:
 Cash and cash equivalents                        $   22,746     $   22,034
 Receivables, net                                     13,593         18,241
 Inventories                                         204,702        240,575
 Prepaid expenses and other                           41,325         39,656
    Total current assets                             282,366        320,506
 Property and equipment, net                         508,865        418,158
 Other assets:
  Deferred financing costs, net                        3,500          3,694
  Goodwill, net                                      367,590        375,312
  Other                                               30,135         31,090
    Total other assets                               401,225        410,096
Total assets                                      $1,192,456     $1,148,760

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                                 $  204,134     $  228,969
 Accrued payroll and related liabilities              32,865         35,906
 Taxes payable                                        47,451         20,852
 Other accrued liabilities                            57,829         82,274
 Current portion of long-term debt                       345            377
 Current portion of capital lease obligations         16,539         14,147
 Total current liabilities                           359,163        382,525
Long-term debt:
 Bank credit facilities and other                    461,991        446,777
 Capital lease obligations                           167,334        140,032
Deferred income taxes and other liabilities           68,003         62,795
Stockholders' equity:
 Common Stock, $.01 par value 50,000,000
  shares authorized, 18,669,189 issued and
  outstanding at August 8, 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
  August 8, 1998 and 3,515,168 at
  November 1, 1997                                        29             35
Additional paid-in capital                           205,989        205,464 
Retained deficit                                     (70,239)       (89,046)
    Total stockholders' equity                       135,965        116,631
Total liabilities and stockholders' equity        $1,192,456     $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)


                                      16 Weeks        16 Weeks    
                                        Ended           Ended      
                                   August 8, 1998   August 9, 1997
<S>                                <C>              <C>
Sales                              $   725,877      $  813,690
      
Cost of sales                          538,019         618,555
       
Gross profit                           187,858         195,135
          
Selling, general and
  administrative expenses              158,202         165,459
       
Operating income                        29,656          29,676
       
Interest expense                        17,401          18,515
       
Income before income taxes              12,255          11,161

Income tax expense                       6,189           5,521
      
Net income                         $     6,066      $    5,640
                       


Earnings Per Share
                                                     
 Basic earnings per share          $      0.28      $     0.26

 Diluted earnings per share        $      0.25      $     0.25
<FN>
                     See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
                   DOMINICK'S SUPERMARKETS, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS
              (in thousands, except per share data)
                           (unaudited)


                                      40 Weeks         40 Weeks    
                                        Ended            Ended      
                                   August 8, 1998    August 9, 1997
<S>                                <C>               <C>
Sales                              $  1,841,949      $  2,000,068
       
Cost of sales                         1,360,816         1,521,598
       
Gross profit                            481,133           478,470
          
Selling, general and
  administrative expenses               400,703           403,690
       
Operating income                         80,430            74,780
       
Interest expense                         43,662            45,191
       
Income before income taxes               36,768            29,589
        
Income tax expense                       17,961            14,882
      
Net income                         $     18,807        $   14,707



Earnings Per Share
       
 Basic earnings per share          $       0.88        $     0.69

 Diluted earnings per share        $       0.78        $     0.66
<FN>
                     See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
                        DOMINICK'S SUPERMARKETS, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (in thousands)
                                (unaudited)
                                                                        
                                                                       
                                                   40 Weeks         40 Weeks 
                                                     Ended            Ended        
                                                 August 8, 1998   August 9, 1997
<S>                                              <C>              <C>
Cash flows from operating activities:
 Net income                                      $     18,807     $     14,707
 Adjustments to reconcile net income to
  net cash provided by operating activities:       
 Depreciation and amortization                         50,937           44,642
 Amortization of deferred financing costs                 548              877
 Gain on disposal of assets                              (186)            (137)
 Changes in operating assets
  and liabilities:
  Receivables                                           4,648          (15,249)
  Inventories                                          35,873          (10,516)
  Prepaid expenses and other                           (9,502)          (2,675)
  Accounts payable                                    (24,835)           6,657
  Accrued liabilities and taxes payable                 4,683           19,812
 Total adjustments                                     62,166           43,411
Net cash provided by operating activities              80,973           58,118

Cash flows from investing activities:
 Capital expenditures                                (122,859)         (66,598)                      
 Proceeds from sale of assets and other                   933              272
 Net cash used in investing activities               (121,926)         (66,326)

Cash flows from financing activities:
 Principal payments for long-term debt and
  capital lease obligations                           (12,639)         (10,550)
 Proceeds from sale-leaseback of assets                38,632           15,142
 Increase in revolving debt                            15,500           19,000
 Proceeds from issuance of capital stock                  526              --
 Redemption of preferred stock                             --          (50,780)                          
 Other                                                   (354)            (559)
 Net cash provided by (used in)
   financing activities                                41,665          (27,747)
 Net increase/(decrease)in cash and
  cash equivalents                                        712          (35,955)
 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       $     22,746     $     47,560

<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 August 8, 1998,
   and the consolidated statements of operations and cash flows for the
   16 week and 40 week periods ended August 8, 1998 and August 9, 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
   $4,625,000 and $3,855,000 at August 8, 1998 and November 1, 1997,
   respectively, and gross profit and operating income would have been
   greater by $770,000 and $308,000, and $1,764,000 and $556,000 for the
   40 weeks and 16 weeks ended August 8, 1998 and August 9, 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 (amounts in thousands, except per-share data):

<TABLE>
                                                                           
                             16 Weeks     40 Weeks        16 Weeks     40 Weeks
                               Ended        Ended           Ended        Ended
                                 August 8, 1998               August 9,1997
<S>                           <C>         <C>             <C>          <C>
Net Income                    $  6,066    $ 18,807        $  5,640     $ 14,707
Weighted average common
 shares outstanding
 (share base for basic
 earnings per share             21,497      21,435          21,364       21,361

Effect of potentially
 dilutive securities             2,818       2,827           1,521        1,064
Share base for diluted
 earnings per share             24,315      24,262          22,885       22,425
Basic earnings per share      $    .28    $    .88        $    .26     $    .69
Diluted earnings per share    $    .25    $    .78        $    .25     $    .66
</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 16 weeks ended August 8, 1998, the 16 weeks ended
   August 9, 1997, the 40 weeks ended August 8, 1998 and the 40 weeks
   ended August 9, 1997, expressed in millions of dollars and as a
   percentage of sales.

<TABLE>
                                                                        
                       16 Weeks Ended                  40 Weeks Ended       
           
                 August 8, 1998  August 9, 1997  August 8, 1998  August 9, 1997    
                                          (unaudited)         
<S>               <C>    <C>     <C>    <C>     <C>      <C>     <C>      <C>
Sales             $725.9 100.0%  $813.7 100.0%  $1,841.9 100.0%  $2,000.1 100.0%
Gross profit       187.9  25.9%   195.1  24.0%     481.1  26.1%     478.5  23.9%
Selling, general
and administrative
expenses           158.2  21.8%   165.5  20.3%     400.7  21.8%     403.7  20.2%
Operating income    29.7   4.1%    29.6   3.7%      80.4   4.3%      74.8   3.7%
Interest expense    17.4   2.4%    18.5   2.3%      43.7   2.4%      45.2   2.3%
Income tax expense   6.2   0.9%     5.5   0.7%      17.9   1.0%      14.9   0.7%
Net income           6.1   0.8%     5.6   0.7%      18.8   0.9%      14.7   0.7%
</TABLE>

  Comparison of Results of Operations for the 16 Weeks Ended August 8,
   1998 with the 16 Weeks Ended August 9, 1997.

     Sales:  Sales decreased $87.8 million, or 10.8%, from $813.7
   million in the 16 weeks ended August 9, 1997 to $725.9 million in the
   16 weeks ended August 8, 1998.  The lower sales levels were 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.  On June 9, 1998,
   grand re-openings were held for 15 of these stores, and, as a result,
   third-quarter 1998 results included the negative impact of
   approximately eight weeks of substantial construction activity. 
   Comparable store sales decreased 1.9% for the 16 weeks ended August
   8, 1998.
    
     Gross Profit:  Gross profit decreased $7.2 million, or 3.7%, from
   $195.1 million in the 16 weeks ended August 9, 1997 to $187.9 million
   in the 16 weeks ended August 8, 1998.  Gross profit as a percentage
   of sales increased from 24.0% in the 16 weeks ended August 9, 1997 to
   25.9% in the 16 weeks ended August 8, 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:  SG&A decreased
   $7.3 million, or 4.4%, from $165.5 million in the 16 weeks ended
   August 9, 1997 to $158.2 million in the 16 weeks ended August  8,
   1998.  SG&A increased from 20.3% of sales in the 16 weeks ended
   August 9, 1997 to 21.8% of sales in the 16 weeks ended August 8,
   1998.  SG&A expenses as a percentage of sales increased primarily as
   a result of the lower level of sales related to the conversion of the
   high volume Omni format to the Dominick's format as well as planned
   increases in occupancy costs and depreciation expense associated with
   the Company's new store and remodel program.

     Operating Income:  Operating income for the 16 weeks ended August
   8, 1998 increased $0.1 million, or 0.3%, from $29.6 million in the 16
   weeks ended August 9, 1997 to $29.7 million as a result of the
   factors discussed above. 

     Interest Expense:  Interest expense decreased from $18.5 million in
   the 16 weeks ended August 9, 1997 to $17.4 million in the 16 weeks
   ended August 8, 1998.  The decrease in interest expense was due to lower
   interest rates following the Company's retirement of its senior
   subordinated notes in October 1997.

     Net Income:  Net income increased $0.5 million from $5.6 million in
   the 16 weeks ended August 9, 1997 to $6.1 million in the 16 weeks
   ended August 8, 1998 as a result of the factors discussed above.

  Comparison of Results of Operations for the 40 Weeks Ended August 8,
   1998 with the 40 Weeks Ended August 9, 1997

     Sales:  Sales decreased $158.2 million, or 7.9%, from $2,000.1
   million in the 40 weeks ended August 9, 1997 to $1,841.9 million in
   the 40 weeks ended August 8, 1998.  The lower sales levels were
   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. 
   On June 9, 1998, grand re-openings were held for 15 of these stores,
   and hence, third-quarter 1998 results included the negative impact of
   approximately eight weeks of substantial construction activity. 
   Comparable store sales decreased 0.5% for the 40 weeks ended August
   8, 1998.

     Gross Profit:  Gross profit increased $2.6 million, or 0.5%, from
   $478.5 million in the 40 weeks ended August 9, 1997 to $481.1 million
   in the 40 weeks ended August 8, 1998.  Gross profit as a percentage
   of sales increased from 23.9% in the 40 weeks ended August 9, 1997 to
   26.1% in the 40 weeks ended August 8, 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:  SG&A decreased
   $3.0 million, or 0.7%, from $403.7 million in the 40 weeks ended
   August 9, 1997 to $400.7 million in the 40 weeks ended August 8,
   1998.  SG&A increased from 20.2% of sales in the 40 weeks ended
   August 9, 1997 to 21.8% of sales in the 40 weeks ended August 8,
   1998.  SG&A expenses as a percentage of sales increased primarily as
   a result of the lower level of sales related to the conversion of
   stores from the Omni format to the Dominick's format as well as
   planned increases in occupancy costs and depreciation expense
   associated with the Company's new store and remodel program.

     Operating Income:  Operating income for the 40 weeks ended August
   8, 1998 increased $5.6 million, or 7.5%, from $74.8 million in the 40
   weeks ended August 9, 1997 to $80.4 million as a result of the
   factors discussed above. 

     Interest Expense:  Interest expense decreased from $45.2 million in
   the 40 weeks ended August 9, 1997 to $43.7 million in the 40 weeks
   ended August 8, 1998.  The decrease in interest expense was due to
   lower interest rates following the Company's retirement of its senior
   subordinated notes in October 1997.

     Net Income:  Net income increased $4.1 million from $14.7 million
   in the 40 weeks ended August 9, 1997 to $18.8 million in the 40 weeks
   ended August 8, 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), capital and operating leases, and the Company's $75.0 million
   real property lease financing facility.  The Company's principal uses
   of liquidity are to provide working capital and finance capital
   expenditures.

       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.
<PAGE>
       The Company generated approximately $81.0 million of cash from
   operating activities during the 40 weeks ended August 8, 1998
   compared to $58.1 million in the same period last year.  The increase
   in cash generated from operating activities during the 40 weeks ended
   August 8, 1998 was attributable to an increase in net income; an
   increase in depreciation and amortization; and a reduction in working
   capital attributed in part to the conversion of the former Omni
   stores to the Dominick's format.  One of the Company's principal uses
   of cash in its operating activities is 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 $76.8 million at August 8, 1998.

       The Company used $121.9 million in investing activities for the
   40 weeks ended August 8, 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 information technology systems.  The Company
   financed a portion of its capital expenditures through capital leases
   of certain equipment, which amounted to $38.6 million during the 40
   week period.

       The Company plans to make gross capital expenditures of
   approximately $142 million (or $77 million net of expected capital
   leases) in fiscal 1998.  Such expenditures are expected to consist of
   approximately $67 million for the conversion of the Company's 17 Omni
   stores to the Dominick's format, $59 million related to other
   remodels and new stores, and $16 million for other purposes.  Management
   expects that these capital expenditures will be financed primarily through
   cash flow from operations and capital leases.  Certain environmental
   remediation costs (approximately $4 million to $6 million) are expected
   to be incurred over the next several years.

       The capital expenditure plans discussed above do not include
   potential acquisitions which the Company might make to expand within
   its existing market or contiguous markets.  Any such future
   acquisitions might require the Company to seek additional debt or
   equity financing.  On August 19, 1998, the Company announced that it
   had retained an investment banking firm to assist the Company in the
   evaluation of various strategic alternatives, including acquisitions,
   mergers or other business combinations or other transactions that
   would enhance shareholder value.  This evaluation process is ongoing
   at the date of this report.

       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 repurchases will be made on the open market from time to time at
   prevailing market prices.  No repurchases were made during the
   quarter ended August 8, 1998.
<PAGE>
       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 distributing cash to the Company,
   other than for certain limited purposes, including payments for
   taxes and for general administrative items (subject to limitations).

       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.  In fiscal 1997, the plaintiffs'
   motion for class certification was granted by the court for the
   female subclass, but was denied for the national origin 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 concluded
   that it was 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.
   While no assurances can be given, the Company's current assessment of
   the underlying facts and circumstances and the other information
   available, is that the resolution of this litigation will not 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."

       The Company is highly leveraged.  Based upon current levels of
   profitability and anticipated cost savings and future growth, the
   Company believes that its cash flow from operations, 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.
<PAGE>
   Year 2000 Matters

       Certain of the Company's computer programs were written using
   two digits to define the applicable year, and certain of the
   Company's computer hardware was designed with similar constraints. 
   Consequently, such programs and hardware may recognize a date using
   "00" as the year 1900 rather than the year 2000.  The programs and
   hardware that are affected by these constraints include systems that
   are critical to the Company's day-to-day operations such as its
   warehouse operations, store delivery and sales reporting systems.  If
   not corrected, these conditions could result in a system failure or
   miscalculations causing disruption to normal operations, including
   the temporary inability to electronically process transactions,
   receive invoices, make payments or engage in similar activities.  In
   addition, many of the Company's vendors and service providers are
   also faced with technology and non-technology challenges related to
   the year 2000.  Collectively these matters are referred to as the
   "Year 2000 Issue."   

       In connection with the Company's Year 2000 Issue, the Company's
   management has assessed the Company's information systems, including
   its hardware and software systems and embedded systems contained in
   the Company's stores, distribution facilities and corporate
   headquarters.  Based on the findings of this assessment, the Company
   has commenced an action plan (the "Action Plan") to upgrade or replace
   the Company's year 2000 non-compliant hardware or software and to assess
   the year 2000 readiness of the Company's vendors and service providers.
   In addition, the Company's management is currently formulating contingency
   plans (the "Contingency Plans"), which, in the event that the Company is
   unable to fully implement the Action Plan in a timely manner, or any of the
   Company's vendors or service providers fails to be year 2000 compliant,
   may be implemented to minimize the risks of interruptions of the Company's
   business.

       Based on its assessment to date of the year 2000 readiness of
   the Company's vendors, service providers and other third parties on
   which the Company relies for business operations, the Company
   believes that its principal vendors, service providers and other
   third parties are taking action for year 2000 compliance.
   However, the Company has limited ability to test and control such
   third parties' year 2000 readiness, and the Company cannot provide
   assurance that failure of such third parties to address the year 2000
   issue will not cause an interruption of the Company's business.
<PAGE>
       The Company has committed significant resources in connection
   with resolving its Year 2000 Issue.  In addition to its existing
   internal information technology staff, certain third party
   consultants have been retained to implement the Action Plan.  As of
   August 8, 1998, the Company believes that approximately 25% of its
   information systems are year 2000 compliant, approximately 30% will
   be replaced and approximately 45% will be upgraded pursuant to the
   Action Plan.  The Company estimates that the total costs associated
   with implementing the Action Plan will be approximately $29.0 million,
   consisting of $4.5 million of system upgrades ($1.1 million of which
   has been incurred as of August 8, 1998) and system replacement costs of
   $24.5 million ($6.7 million of which has been incurred as of
   August 8,1998).  The Company expenses the cost of system upgrades as
   incurred, and capitalizes the costs of system replacements.  The Company
   anticipates that it will finance the cost of its Year 2000 Issue using
   its existing sources of liquidity described above.

       The Company expects the Action Plan to be fully implemented by
   October 1999.  However, the Company's ability to timely execute its
   Action Plan may be adversely affected by a variety of factors, some
   of which are beyond the Company's control including turnover of key
   employees, availability and continuity of consultants and the
   potential for unforeseen implementation problems.  Any of (i) the
   failure to implement the Action Plan in a timely manner, (ii) the
   failure by the Company's vendors, service providers or other third
   parties to be year 2000 compliant or (iii) the failure of the
   Contingency Plans to minimize the risk of interruptions of the
   Company's business could cause an interruption in the Company's
   business.  Based on currently available information, and although no
   assurances can be given, the Company does not believe that any such
   interruptions are likely to have a material adverse effect on the
   Company's results of operation, liquidity or financial condition.

   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>
   Forward Looking Statements

       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.
<PAGE>
       Due to the numerous legal and factual issues that 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 concluded
   that it was 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 of the underlying facts and circumstances and other
   information currently available, is that the resolution of this
   litigation will not have a material adverse effect on the Company's
   overall liquidity.  However, no assurances can be given in this
   regard.  As additional information is gathered and the litigation
   proceeds, the Company will continue to assess its potential impact.

       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:  September 22, 1998  DOMINICK'S SUPERMARKETS, INC.



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

                     /s/ Andrew A. Campbell                            
          
                     Andrew A. Campbell
                     Executive Vice President, Finance and
                     Administration, and
                     Chief Financial Officer