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 24, 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 March 6, 1998 there were 18,554,767 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
                 January 24, 1998 (unaudited) and November 1, 1997.........1
              Consolidated Statements of Operations for the 12
                 weeks ended January 24, 1998 and January 25, 1997         
                 (unaudited)...............................................2

              Consolidated Statements of Cash Flows for the 12 weeks ended
                 January 24, 1998 and January 25, 1997 (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)
     <CAPTION>
                                            January 24, 1998    November 1, 1997
                                             (unaudited)
    <S>                                       <C>                 <C>
    ASSETS                                 
     Current assets:                    
     Cash and cash equivalents                $     29,514        $      22,034 
     Receivables, net                               24,995               18,241
     Inventories                                   219,658              240,575
     Prepaid expenses and other                     37,999               39,656
        Total current assets                       312,166              320,506
     Property and equipment, net                   423,446              418,158
     Other assets:
     Deferred financing costs, net                   3,596                3,694
     Goodwill, net                                 372,995              375,312
     Other                                          30,009               31,090
        Total other assets                         406,600              410,096
     Total assets                             $  1,142,212         $  1,148,760
    LIABILITIES AND STOCKHOLDERS' EQUITY
     Current liabilities:
     Accounts payable                         $    194,018         $    228,969
     Accrued payroll and related liabilities        24,655               35,906
     Taxes payable                                  30,016               20,852
     Other accrued liabilities                      71,174               82,274
     Current portion of long-term debt                 364                  377
     Current portion of capital lease
      obligations                                   14,804               14,147
        Total current liabilities                  335,031              382,525
     Long-term debt:
     Bank credit facilities and other              466,207              446,777
     Capital lease obligations                     149,531              140,032
     Deferred income taxes and other
      liabilities                                   65,723               62,795
     Stockholders' equity:
     Common Stock, $.01 par value 50,000,000 
      shares authorized, 18,483,007 issued and 
      outstanding at January 24, 1998 and
      17,851,891 at November 1, 1997                   185                  178
     Non-Voting Common Stock, $.01 par value, 
       10,000,000 shares authorized, 2,884,326
       shares issued and outstanding at 
       January 24, 1998 and 3,515,168 
       at November 1, 1997                              28                   35
      Additional paid-in capital                   205,473              205,464
      Retained deficit                             (79,966)             (89,046)
        Total stockholders' equity                 125,720              116,631
      Total liabilities and stockholders'
        equity                                $  1,142,212         $  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)

     <CAPTION>
                                       12 Weeks                   12 Weeks
                                         Ended                      Ended      
                                    January 24, 1998           January 25, 1997
          <S>                        <C>                       <C>
          Sales                      $    588,442              $   602,923

          Cost of sales                   433,945                  460,616
         
          Gross profit                    154,497                  142,307
            
          Selling, general and
            administrative expenses       124,464                  119,012
         
          Operating income                 30,033                   23,295
         
          Interest expense                 13,325                   12,911

          Income before income taxes       16,708                   10,384
          
          Income tax expense                7,628                    5,199

          Net income                 $      9,080              $     5,185
         
        Earnings Per Share

          Basic earnings per share   $       0.42              $      0.24

          Diluted earnings per share $       0.38              $      0.23
     <FN>
                           See accompanying notes.
     </TABLE>
     <PAGE>
     <TABLE>
                       DOMINICK'S SUPERMARKETS, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (in thousands)
                                (unaudited)
     <CAPTION>
                                              12 Weeks             12 Weeks 
                                                Ended                Ended 
                                          January 24, 1998     January 25, 1997
         
          <S>                                     <C>               <C>
          Cash flows from operating activities:
          Net income                              $  9,080          $   5,185
          Adjustments to reconcile net income to
          net cash used in operating activities:       
          Depreciation and amortization             13,966             12,021
          Amortization of deferred financing
            costs                                      164                252
          Gain on disposal of assets                   --                 (44)
          Changes in operating assets 
                        and liabilities:
          Receivables                               (6,754)            (3,972)
          Inventories                               21,149               (536)
          Prepaid expenses and other                   858             (3,064)
          Accounts payable                         (34,951)           (29,478)
          Accrued liabilities and taxes payable    (10,258)             9,117
          Total adjustments                        (15,826)           (15,704)
          Net cash used in operating activities     (6,746)           (10,519)

          Cash flows from investing activities:
          Capital expenditures                     (15,280)           (21,108)
          Proceeds from sale of assets                  --                 56
          Net cash used in investing activities    (15,280)           (21,052)

          Cash flows from financing activities:
          Principal payments for long-term debt 
            and capital lease obligations           (3,144)             (4,013)
          Proceeds from sale-leaseback of assets    13,217               8,848
          Increase in revolving debt                19,500              15,000
          Redemption of preferred stock                 --             (50,780)
          Deferred financing costs and other           (67)                192
          Net cash provided by (used in)
            financing activities                     29,506             (30,753)

         Net increase in cash and cash equivalents   7,480             (62,324)
         Cash and cash equivalents at beginning of
         period                                     22,034              83,515
          
         Cash and cash equivalents at end
         of period                            $     29,514         $    21,191


     <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 January 24, 1998, and the
     consolidated statements of operations and cash flows for the 12-week
     period ended January 24, 1998, and January 25, 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 $4,086,000 and
     $3,855,000 at January 24, 1998 and November 1, 1997, respectively, and
     gross profit and operating income would have been greater by $231,000 and
     $605,000 for the 12 weeks ended January 24, 1998 and January 25, 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>
     <CAPTION>
                                                       12 Weeks       12 Weeks    
                                                        Ended           Ended      
                                              January 24, 1998  January 25, 1997
     <S>                                             <C>              <C>
     Net Income                                      $   9,080        $  5,185 
                    
     Weighted average common shares outstanding       
       (share base for basic earnings per share)        21,367          21,359

     Effect of potentially dilutive securities           2,715             759
     Share base for diluted earnings per share          24,082          22,118
     Basic earnings per share                        $     .42        $    .24
     Diluted earnings per share                      $     .38        $    .23
     </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 January 24, 1998 and  for the 12 weeks ended January 25,
     1997, expressed in millions of dollars and as a percentage of sales.
     <TABLE>
     <CAPTION>
                                          12 Weeks Ended
                                     January 24, 1998   January 25,1997
                                       (unaudited)         
     <S>                               <C>     <C>       <C>    <C>
     Sales .........................   $ 588.4 100.0 %   $602.9 100.0 %
     Gross profit ..................     154.5  26.3 %    142.3  23.6 %
     Selling, general and
       administrative expenses .....     124.5  21.2 %    119.0  19.7 %
     Operating income ..............      30.0   5.1 %     23.3   3.9 %
     Interest expense ..............      13.3   2.3 %     12.9   2.1 %
     Income tax expense ............       7.6   1.3 %      5.2   0.9 %
     Net income ....................       9.1   1.5 %      5.2   0.9 %
     </TABLE>
     Comparison of Results of Operations for the 12 Weeks Ended January 24, 1998
     with the 12 Weeks Ended January 25, 1997

      Sales:  Sales decreased $14.5 million, or 2.4%, from $602.9 million in the
     12 weeks ended January 25, 1997 to $588.4 million in the 12 weeks ended
     January 24, 1998.  The $14.5 million decrease resulted from lower sales of
     the Company's former Omni stores, offset somewhat by incremental sales of
     the 12 new Dominick's Fresh Stores opened in the second half of fiscal
     1997.  The sales decline of the former Omni stores resulted from their
     October 1997 conversion from a high volume, price impact format to the
     full-service Dominick's format.  Remodels of the majority of the 17 former
     Omni stores to Dominick's Fresh Stores are currently underway and are
     expected to be completed by mid-calendar 1998.  Comparable store sales,
     which exclude the former Omni stores, increased 2.6 percent in the quarter.
      
      Gross Profit:  Gross profit increased $12.2 million, or 8.6%, from $142.3
     million in the 12 weeks ended January 25, 1997 to $154.5 million in the 12
     weeks ended January 24, 1998.  Gross profit as a percentage of sales
     increased from 23.6% in the 12 weeks ended January 25, 1997 to 26.3% in the
     12 weeks ended January 24, 1998, due primarily to the positive impact of
     converting the former Omni stores to the full-service Dominick's format, as
     well as increased gross profit margins in the grocery and drug departments.

      Selling, General and Administrative Expenses:  Selling, general and
     administrative expenses ("SG&A")   increased $5.5 million, or 4.6%, from
     $119.0 million in the 12 weeks ended January 25, 1997 to $124.5 million in
     the 12 weeks ended January 24, 1998.  SG&A increased from 19.7% of sales in
     the 12 weeks ended January 25, 1997 to 21.2% of sales in the 12 weeks ended
     January 24, 1998.  The increase in SG&A as a percentage of sales reflects
     the effect of the conversion of the former Omni stores to full-service 
     Dominick's stores, as well as planned increases in rent and occupancy 
     costs associated with the 12 new Dominick's Fresh Stores opened in the 
     second half of fiscal 1997.
     <PAGE>
      Operating Income:  Operating income for the 12 weeks ended January 24,
     1998 increased $6.7 million to $30.0 million, or 28.8%, from $23.3 million
     in the 12 weeks ended January 25, 1997 as a result of the factors discussed
     above. 

      Interest Expense:  Interest expense increased from $12.9 million in the 12
     weeks ended January 25, 1997 to $13.3 million in the 12 weeks ended January
     24, 1998.  The increase in interest expense was due to increased borrowing
     levels offset by lower interest rates resulting primarily from the
     retirement of the Company's Senior Subordinated Notes.

      Net Income:  Net income increased from $5.2 million in the 12 weeks ended
     January 25, 1997 to $9.1 million in the 12 weeks ended January 24, 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 used approximately $6.7 million of cash for operating
     activities during the 12 weeks ended January 24, 1998 compared to $10.5
     million during the 12 weeks ended January 25, 1997.  The reduction in cash
     used for operating activities during the 12 weeks ended January 24, 1998 is
     primarily attributable to an increase in operating income.  One of the
     principal uses of cash in the Company's 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 $22.9 million at January 24, 1998.
     <PAGE>
       The Company used $15.3 million in investing activities for the 12 weeks
     ended January 24, 1998, which consisted 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 $13.2 million during the quarter.

       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 data processing and computer equipment.
     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.

       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.
     <PAGE>
     Effects of Inflation

      The Company's primary costs, inventory and labor, are affected by a number
     of factors that are beyond its control, including the availability and
     price of merchandise, the competitive climate and general and regional
     economic conditions.  As is typical of the supermarket industry, the
     Company has generally been able to maintain gross profit margins by
     adjusting its retail prices, but competitive conditions may from time to
     time render it unable to do so while maintaining its market share.
     

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

       When used in this report, the words "estimate,"  "expect," "project" and
     similar expressions, together with other discussion of future trends or
     results, are intended to identify forward-looking statements within the
     meaning of Section 27A of the Securities Act of 1933, as amended (the
     "Securities Act") and Section 21E of the Securities Exchange Act of 1934,
     as amended (the "Exchange Act").  Such statements are subject to certain
     risks and uncertainties, including those discussed below, that could cause
     actual results to differ materially from those projected.  These forward-
     looking statements speak only as of the date hereof.  All of these forward-
     looking statements are based on estimates and assumptions made by
     management of the Company, which although believed to be reasonable, are
     inherently uncertain and difficult to predict; therefore, undue reliance
     should not be placed upon such estimates.  There can be no assurance that
     the savings or other benefits anticipated in these forward looking
     statements will be achieved.  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 the
     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.
     <PAGE>
     PART II. OTHER INFORMATION

     Item 1.  Legal Proceedings
      
       On March 16, 1995, a lawsuit was filed in the United States District
     Court for the Northern District of Illinois against Dominick's by two
     employees of Dominick's.  The plaintiffs' original complaint asserted
     allegations of gender discrimination and sought compensatory and punitive
     damages in an unspecified amount.  The plaintiffs filed an amended
     complaint on May 1, 1995.  The amended complaint added four additional
     plaintiffs and asserted allegations of gender and national origin
     discrimination.  The plaintiffs filed a second amended complaint on
     August 16, 1996 adding three additional plaintiffs.  On April 8, 1997, the
     plaintiffs' motion for class certification was granted by the court as to
     the female subclass 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.

       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.
     
     <PAGE>
     
     Item 2.  Changes in Securities
      None.

     Item 3.  Defaults Upon Senior Securities
      None.

     Item 4.  Submission of Matters to a Vote of Security Holders
      The Annual Meeting of the Company's Stockholders was held March 3, 1998
       at which time the shareholders voted on the following matters:
     
        Election of Directors:
             NOMINEE                          IN FAVOR               WITHHELD
             Grace Barry                    16,268,352              1,094,051
             Peter P. Copses                16,268,791              1,093,612
             Robert A. Mariano              16,260,929              1,101,474
             Ira L. Tochner                 16,260,152              1,102,251

      Ronald W. Burkle, Evan Bayh, Linda McLoughlin Figel, Patrick L. Graham,
      David B. Kaplan, Darren W. Karst and Anthony P. Ressler also serve as
      directors of the Company and their terms of office continued after the
      annual meeting.

        Approval of the Dominick's Supermarkets, Inc. 1997 Employee Stock 
          Purchase Plan:

            FOR           AGAINST           ABSTAIN          NON-VOTE   
        17,268,004         85,769            8,630               0

     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, 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