<PAGE>
                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C. 20549
                         -----------------------
                                FORM 10-Q

     (Mark one)
/X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended October 6, 1996

                            OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
     OF THE SECURITIES EXCHANGE ACT OF 1934

     For the transition period from         to 
                                    -------     -------
                    Commission File Number 1-8452

                        -----------------------

                         THE VONS COMPANIES, INC.
         (Exact name of registrant as specified in its charter)

             Michigan                             38-1623900
 (State or other jurisdiction of             (I.R.S. Employer
  incorporation or organization)              Identification No.)

          618 Michillinda Avenue, Arcadia, California 91007
        (Address of principal executive offices and zip code)

                           (818) 821-7000
        (Registrant's telephone number, including area code)

                        -----------------------

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 the past 90 days.
Yes   X    No
     ---       ---
Shares of common stock outstanding at October 31, 1996 - 43,943,972
<PAGE>
<TABLE>

                            PART I.  FINANCIAL INFORMATION

Item 1:  Financial Statements

                    THE VONS COMPANIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                               AND RETAINED EARNINGS

All amounts except per share data in millions and as a percentage of sales

                                   (Unaudited)

<CAPTION>
                                Sixteen Weeks Ended                        Forty Weeks Ended
                      ---------------------------------------     ---------------------------------------
                       October 6, 1996      October 8, 1995        October 6, 1996      October 8, 1995
                      ------------------   ------------------     ------------------   ------------------
<S>                   <C>          <C>     <C>          <C>       <C>          <C>     <C>          <C> 
Sales..............   $   1,676.6  100.0%  $   1,565.3  100.0%    $   4,143.2  100.0%  $   3,847.3  100.0%
                      -----------  -----   -----------  -----     -----------  -----   -----------  -----
Costs and expenses:
  Cost of sales, 
    buying and
    occupancy......       1,256.7   74.9       1,174.6   75.0         3,092.4   74.6       2,875.5   74.8
  Selling and
    administrative 
    expenses.......         347.0   20.7         331.6   21.2           872.6   21.1         820.8   21.3
  Amortization of
    excess cost
    over net assets
    acquired.......           4.7     .3           4.7     .3            11.6     .3          11.6     .3
                      -----------  -----   -----------  -----     -----------  -----   -----------  -----
                          1,608.4   95.9       1,510.9   96.5         3,976.6   96.0       3,707.9   96.4
                      -----------  -----   -----------  -----     -----------  -----   -----------  -----
Operating income...          68.2    4.1          54.4    3.5           166.6    4.0         139.4    3.6
Interest expense,
  net..............          16.6    1.0          20.1    1.3            43.4    1.0          51.9    1.3
                      -----------  -----   -----------  -----     -----------  -----   -----------  ----- 
Income before 
  income tax
  provision........          51.6    3.1          34.3    2.2           123.2    3.0          87.5    2.3
Income tax
  provision........          22.2    1.3          15.8    1.0            53.6    1.3          40.5    1.1
                      -----------  -----   -----------  -----     -----------  -----   -----------  -----
Net income.........          29.4    1.8          18.5    1.2            69.6    1.7          47.0    1.2
                                   -----                -----                  -----                -----
                                   -----                -----                  -----                -----
Retained earnings -
  beginning of
  period...........         316.1                236.3                  275.9                207.8 
                      -----------          -----------            -----------          -----------
Retained earnings -
  end of period....   $     345.5          $     254.8            $     345.5          $     254.8
                      -----------          -----------            -----------          -----------
                      -----------          -----------            -----------          -----------

Income per common 
  and common 
  equivalent share:
    Net income.....   $       .66          $       .42            $      1.56          $      1.07
                      -----------          -----------            -----------          -----------
                      -----------          -----------            -----------          -----------

Weighted average 
  common and common
  equivalent shares          44.7                 44.0                   44.6                 43.8
                      -----------          -----------            -----------          -----------
                      -----------          -----------            -----------          -----------
<FN>
     See accompanying notes to these condensed consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>

       THE VONS COMPANIES, INC. AND SUBSIDIARIES

         CONDENSED CONSOLIDATED BALANCE SHEETS

           All amounts in millions of dollars

                       (Unaudited)


<CAPTION>

                                                             October 6,     December 31,
                                                                1996           1995  
                                                             ----------     ------------
<S>                                                          <C>            <C>
                    ASSETS

  Current assets:
    Cash......................................               $      6.3     $        9.4
    Accounts receivable.......................                     38.7             31.7
    Inventories...............................                    321.9            350.7
    Other.....................................                     73.8             60.5
                                                             ----------     ------------
      Total current assets....................                    440.7            452.3
  Property and equipment, net.................                  1,182.9          1,192.5 
  Excess of cost over net assets acquired.....                    471.2            482.8
  Other.......................................                     58.1             58.9
                                                             ----------     ------------
  TOTAL ASSETS................................               $  2,152.9     $    2,186.5
                                                             ----------     ------------
                                                             ----------     ------------

      LIABILITIES AND SHAREHOLDERS' EQUITY

  Current liabilities:
    Current maturities of long-term debt and 
      capital lease obligations ..............               $    142.3     $       25.7
    Accounts payable..........................                    284.4            304.2
    Accrued liabilities.......................                    279.3            263.5
                                                             ----------     ------------ 
      Total current liabilities...............                    706.0            593.4
  Accrued self-insurance .....................                    140.0            128.0
  Deferred income taxes.......................                    119.7            118.9
  Other noncurrent liabilities................                     62.0             65.0
  Senior debt and capital lease obligations...                    139.1            352.2
  Subordinated debt, net......................                    284.1            305.7
                                                             ----------     ------------
      Total liabilities.......................                  1,450.9          1,563.2
                                                             ----------     ------------
  Shareholders' equity:
    Common stock..............................                      4.4              4.3
    Paid-in capital...........................                    352.2            343.2
    Retained earnings.........................                    345.5            275.9
    Notes receivable for stock................                      (.1)             (.1)
                                                             ----------     ------------
      Total shareholders' equity..............                    702.0            623.3
                                                             ----------     ------------ 
  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY..               $  2,152.9     $    2,186.5
                                                             ----------     ------------
                                                             ----------     ------------                    


<FN>
     See accompanying notes to these condensed consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>

                 THE VONS COMPANIES, INC. AND SUBSIDIARIES

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                     All amounts in millions of dollars

                                 (Unaudited)

<CAPTION>
                                                         Sixteen Weeks Ended         Forty Weeks Ended
                                                      -------------------------   -------------------------
                                                      October 6,    October 8,    October 6,    October 8,
                                                         1996          1995          1996          1995
                                                      -----------   -----------   -----------   -----------
<S>                                                   <C>           <C>           <C>           <C>  
Cash flows from operating activities:
  Net income......................................... $      29.4   $      18.5   $      69.6   $      47.0
  Adjustments to reconcile net income to cash
    provided by operating activities:
      Depreciation and amortization of property 
        and capital leases...........................        30.8          31.1          76.8          77.0
      Amortization of excess cost over net assets
        acquired and other assets....................         5.2           4.9          12.6          12.3
      Amortization of debt discount and deferred
        financing costs..............................         1.8           2.1           4.8           5.2
      LIFO charge....................................         1.8           3.1           4.8           4.7
      Deferred income taxes..........................         1.0          (6.0)          3.3           7.1
      Change in assets and liabilities: 
          (Increase) decrease in accounts receivable.         1.6           5.9          (7.0)         14.4 
          (Increase) decrease in inventories at FIFO
            costs....................................       (10.7)        (26.0)         24.0           9.4 
          (Increase) decrease in other current assets        (2.0)         (7.7)          (.9)        (12.0)
          (Increase) decrease in noncurrent assets...          .8          (2.7)         (2.2)         (6.7)
          Increase (decrease) in accounts payable....        14.4          (3.1)         (1.1)          3.1 
          Increase (decrease) in accrued liabilities.       (20.1)         33.7          17.0          24.7 
          Increase (decrease) in noncurrent
            liabilities..............................         5.6           5.7           9.0          11.5 
                                                      -----------   -----------   -----------   -----------

Net cash provided by operating activities............        59.6          59.5         210.7         197.7
                                                      -----------   -----------   -----------   -----------

Cash flows from investing activities:
  Addition of property, plant and equipment..........       (31.5)        (32.9)        (75.7)        (73.9)
  Disposal of property, plant and equipment..........         5.1           5.5           9.6           8.9
                                                      -----------   -----------   -----------   -----------

Net cash used for investing activities...............       (26.4)        (27.4)       (66.1)         (65.0)
                                                      -----------   -----------   -----------   -----------

Cash flows from financing activities:
  Net payments on revolving debt.....................       (32.9)        (37.1)      (112.8)         (94.0)
  Increase (decrease) in net outstanding drafts......          .1           8.8        (18.7)         (32.9)
  Repurchase of senior subordinated debentures.......          -            (.9)       (15.6)          (2.3)
  Payments on other debt, capital lease obligations 
    and other........................................         (.9)         (2.4)         (.6)          (6.2)
                                                      -----------   -----------   -----------   -----------

Net cash used by financing activities................       (33.7)        (31.6)       (147.7)       (135.4)
                                                      -----------   -----------   -----------   -----------

Net cash increase (decrease).........................         (.5)           .5          (3.1)         (2.7)
Cash at beginning of period..........................         6.8           5.8           9.4           9.0
                                                      -----------   -----------   -----------   -----------


Cash at end of period................................ $       6.3   $       6.3   $       6.3   $       6.3
                                                      -----------   -----------   -----------   -----------
                                                      -----------   -----------   -----------   -----------

Supplemental disclosures of cash flow information:

  Cash paid during the period for:

    Interest......................................... $      18.0   $      21.3   $      44.7   $      51.2
                                                      -----------   -----------   -----------   -----------
                                                      -----------   -----------   -----------   -----------

    Income taxes..................................... $      42.1   $      20.6   $      53.3   $      36.2
                                                      -----------   -----------   -----------   -----------
                                                      -----------   -----------   -----------   -----------

Non-Cash investing and financing activities:

   Capital leases.................................... $        -    $        -    $       7.6   $        -
                                                      -----------   -----------   -----------   -----------
                                                      -----------   -----------   -----------   -----------

<FN>
     See accompanying notes to these condensed consolidated financial statements.
/TABLE
<PAGE>
<PAGE>

             THE VONS COMPANIES,INC. AND SUBSIDIARIES
     NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                            (Unaudited)

1.   Basis of Presentation

     The financial data included herein have been prepared by the 
Company without audit.  In the opinion of management, all adjustments 
of a normal recurring nature necessary to present fairly the 
Company's consolidated financial position at October 6, 1996 and 
December 31, 1995 and the consolidated results of operations and 
cash flows for the sixteen and forty weeks ended October 6, 1996 
and October 8, 1995 have been made.  Certain reclassifications were 
made to prior period's balances for comparative purposes.  This 
interim information should be read in conjunction with the 
consolidated financial statements and notes thereto included in 
the Company's latest annual report filed on Form 10-K.  Due to 
seasonality and other market conditions, the results for the 
quarterly period ended October 6, 1996 and for the forty week 
period ended October 6, 1996 should not be considered as 
indicative of the results to be expected for a full year.

     At October 6, 1996, the Company operated 322 supermarket and 
food and drug combination stores, primarily in Southern California, 
under the names Vons and Pavilions.  The Company also operates a 
fluid milk processing facility, an ice cream plant, a bakery, and 
distribution facilities for meat, grocery, produce and general 
merchandise to support the store network.

2.  Subsequent Event

     On October 30, 1996, Safeway, Inc. (the beneficial owner of 
approximately 34.5% of the Company's outstanding common stock), 
publicly made a proposal for the acquisition of the Company.  In 
response to the unsolicited proposal from Safeway, the Company 
stated that the proposal will be studied by a committee of 
outside directors of the Company, which will respond in due 
course.

Item 2:  Management's Discussion and Analysis of Financial
         Condition and Results of Operations (Unaudited)

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

     Certain statements contained in the following discussion 
are "forward-looking statements" within the meaning of the 
Private Securities Litigation Reform Act of 1995 and are 
thus prospective.  Such forward-looking statements are subject 
to risks, uncertainties and other factors which could cause 
actual results to differ materially from future results expressed 
or implied by such forward-looking statements.  Potential 
risks and uncertainties include, but are not limited to, 
competitive pressures from other major supermarket operators, 
economic conditions in the Company's primary markets and the 
other uncertainties detailed from time-to-time in the Company's 
filings with the Securities and Exchange Commission.

Results of Operations

     Sales.  Third quarter 1996 sales were $1,676.6 million, an 
increase of $111.3 million, or 7.1%, over third quarter 1995 sales.  
Same store sales for third quarter 1996 increased 5.2% over third 
quarter 1995 sales.  Sales for the forty weeks ended October 6, 1996 
were $4,143.2 million, an increase of $295.9 million, or 7.7%, over 
sales for the forty weeks ended October 8, 1995.  The 1996 year-to-date 
same store sales increased 5.5% over the 1995 year-to-date sales.  
The increase in sales reflects favorable response to improved customer 
service, the "Vons Is Value" marketing campaign, a strengthening 
economy in Southern California and an unusual number of competitor 
closings.  For the remainder of 1996, management does not expect 
same store sales comparisons to be of the magnitude experienced in 
third quarter 1996 due to the strong same store sales performance 
of the Company during the last quarter of 1995.  Since October 8, 1995, 
the Company has opened ten stores, closed 17 stores and completed 
30 store remodel projects.

     Costs and Expenses.  Costs and expenses were $1,608.4 million 
for third quarter 1996, an increase of $97.5 million, or 6.5%, 
over third quarter 1995.  Year-to-date 1996 costs and expenses 
were $3,976.6 million, an increase of $268.7 million, or 7.2%, over 
year-to-date 1995.

     Cost of sales and buying and occupancy expenses as a percentage 
of sales were 74.9% in third quarter 1996, a decrease of 0.1 percentage 
point compared with third quarter 1995.  For the forty weeks ended 
October 6, 1996, cost of sales and buying and occupancy expenses as 
a percentage of sales were 74.6%, a decrease of 0.2 percentage point 
compared with the comparable 1995 period.  The cost of increased 
promotional activities in 1996 was offset by benefits achieved from 
category management and increased private brand sales.  The 
improvement in cost of sales and buying and occupancy expenses as 
a percentage of sales also reflects decreased occupancy costs as a 
percentage of sales.

     Selling and administrative expenses as a percentage of sales 
were 20.7% in third quarter 1996 a decrease of 0.5 percentage 
point compared with third quarter 1995.  Year-to-date 1996 
selling and administrative expenses as a percentage of sales were 
21.1%, a decrease of 0.2 percentage point compared with 
year-to-date 1995.  The cost of maintaining store service levels 
in 1996 has been more than offset by the utilization of a more 
efficient mix of store labor and improved sales per labor hour.  
The improvement in selling and administrative expenses also 
reflects the success of continued efforts to control expenses 
as a percent of sales.

     Operating Income.  Third quarter 1996 operating income was 
$68.2 million, an increase of $13.8 million over third quarter 
1995.  Operating margin increased to 4.1% in third quarter 1996 
versus 3.5% in third quarter 1995.  Operating income for the forty 
weeks ended October 6, 1996 was $166.6 million, an increase of 
$27.2 million over the forty weeks ended October 8, 1995.  Operating 
margin increased to 4.0% for the forty weeks ended October 6, 1996 
compared with 3.6% for the forty weeks ended October 8, 1995.  
Operating income before depreciation and amortization of property, 
amortization of goodwill and other assets and LIFO charge 
("FIFO EBITDA") was $106.0 million, or 6.3% of sales, in third 
quarter 1996 compared with $93.5 million, or 6.0% of sales, in 
third quarter 1995.  FIFO EBITDA was $260.8 million, or 6.3% of 
sales, for the forty weeks ended October 6, 1996 compared with 
$233.4 million, or 6.1% of sales, for the forty weeks ended 
October 8, 1995.

     Interest Expense.  Third quarter 1996 net interest expense 
was $16.6 million, a decrease from third quarter 1995 net interest 
expense of $20.1 million.  Year-to-date 1996 net interest expense 
was $43.4 million, a decrease of $8.5 million from the comparable 
1995 period.  The decrease in 1996 interest expense primarily 
reflects lower weighted average revolving debt borrowings.

     Income Tax Provision.  Third quarter 1996 income tax provision 
was $22.2 million, or a 43.0% effective tax rate.  Third quarter 
1995 income tax provision was $15.8 million, or a 46.1% effective 
tax rate.  The income tax provision for the forty weeks ended 
October 6, 1996 was $53.6 million, or a 43.5% effective tax rate.  
The income tax provision for the forty weeks ended October 8, 1995 
was $40.5 million, or a 46.3% effective tax rate.  The decrease in 
the 1996 effective tax rate reflects the increase in income before 
income tax provision.  The effective tax rate is impacted by 
amortization of excess cost over net assets acquired, the majority 
of which is not deductible for tax purposes.

     Income.  Third quarter 1996 net income was $29.4 million, or 
$.66 per share, compared with $18.5 million, or $.42 per share, 
in third quarter 1995.  Net income for the forty weeks ended 
October 6, 1996 was $69.6 million, or $1.56 per share, compared 
with $47.0 million, or $1.07 per share, for the forty weeks ended 
October 8, 1995.  Net income increased due to the factors described 
above.

Liquidity and Capital Resources

     The Company's primary sources of liquidity are cash flows 
from operations and available credit under its revolving debt 
facility.  Management believes that these sources adequately 
provide for its working capital, capital expenditure and debt 
service requirements as currently contemplated.

     Net cash provided by operating activities was $59.6 million 
in third quarter 1996 compared with $59.5 million in third 
quarter 1995; and $210.7 million for the forty weeks ended 
October 6, 1996 compared with $197.7 million for the forty weeks 
ended October 8, 1995.  The ratio of current assets to current 
liabilities was 0.62 to 1 at October 6, 1996 compared with 
0.76 to 1 at December 31, 1995.

     Net cash used for investing activities was $26.4 million in 
third quarter 1996 compared with $27.4 million in third 
quarter 1995 and $66.1 million for the forty weeks ended 
October 6, 1996 compared with $65.0 million for the forty weeks 
ended October 8, 1995.  The Company opened nine stores, closed 
15 stores and completed 22 store remodel projects during the 
forty weeks ended October 6, 1996.  The Company anticipates that 
total 1996 capital expenditures will be approximately $220 
million of which approximately $140 million will be cash 
capital expenditures.  Capital expenditures in 1996 have been 
and are expected to continue to be funded out of cash provided 
by operations, revolving debt and/or through operating leases.  
The Company's capital expenditure program has substantial 
flexibility and is subject to revision based on various factors 
including, but not limited to, business conditions, changing 
time constraints, cash flow requirements and competitive factors.  
In the near term, if the Company were to reduce substantially or 
postpone its current capital expenditure programs, there would 
be no substantial impact on current operations and it is likely 
that more cash would be available for debt servicing.  In the 
long term, if such programs were substantially reduced, in 
the Company's opinion, its business, and ultimately its cash flow, 
would be adversely impacted.

     Net cash used by financing activities was $33.7 million in 
third quarter 1996 compared with $31.6 million in third quarter 
1995.  Net cash used by financing activities was $147.7 million 
for the forty weeks ended October 6, 1996 compared with $135.4 
million for the forty weeks ended October 8, 1995.  These changes 
reflect the mandatory redemption by the Company of $15.6 million 
of the Company's 6-5/8% Senior Subordinated Debentures.  The 
level of borrowings under the Company's revolving debt facility
is dependent primarily upon net cash provided by operating 
activities, long-term borrowing activity and capital 
expenditure requirements.  

     At October 6, 1996, the Company's revolving debt borrowings 
totaled $65.0 million compared with the December 31, 1995 
revolving debt borrowings of $177.8 million.  This decrease primarily 
reflects the excess of cash provided from operating activities of 
$210.7 million over capital expenditures of $75.7 million.  At 
October 6, 1996, the Company had available unused credit of 
$559.7 million under its Revolving Loan.  For the forty weeks ended 
October 6, 1996, the weighted average interest cost on revolving 
debt was 6.8% plus commitment fees on unused borrowings.  The 
corresponding bank prime rate at October 6, 1996 was 8.25%.

Other Matter  

     As previously announced, on October 30, 1996, Safeway, Inc. 
(the beneficial owner of approximately 34.5% of the Company's 
outstanding common stock), publicly made a proposal for the 
acquisition of the Company.  In response to the unsolicited 
proposal from Safeway, the Company stated that the proposal will 
be studied by a committee of outside directors of the Company, 
which will respond in due course.


<PAGE>
                   PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

          In addition to the legal proceedings referenced in the 
          Company's Annual Report on Form 10-K for the fiscal 
          year ended December 31, 1995, on September 13, 1996, a 
          class action lawsuit titled McCampbell, et al. v. Ralphs 
                                      ----------------------------
          Grocery Company, et al. was filed in the Superior Court 
          -----------------------
          of the State of California, County of San Diego, against 
          the Company and two other grocery store chains operating 
          in the Southern California area.  The complaint alleges, 
          among other things, that the Company and others conspired 
          to fix the retail price of eggs in Southern California.  
          The plaintiffs claim that the defendants' actions violate 
          provisions of the California Cartwright Act and constitute 
          unfair competition.  Plaintiffs seek damages they purport 
          to have sustained as a result of the defendants' alleged 
          actions, which damages may be trebled under the applicable 
          statute, and an injunction from future acts in restraint of
          trade and unfair competition.  Because the case was recently 
          filed, discovery has just commenced. Management of the 
          Company intends to defend this action vigorously and the 
          Company has filed an answer to the complaint denying the 
          plaintiffs' allegations and setting forth several defenses.


          The Company has been served as a defendant in two actions, 
          Tropin et al. v. Thenen et al. and Walco Investments, Inc. 
          ------------------------------     -----------------------
          et al. v. Thenen et al., which have been pending since 
          -----------------------
          December 21, 1993 in the United States District Court for 
          The Southern District of Florida.  In each case, the 
          plaintiffs seek unspecified damages, alleging that 
          certain defendants, a group of individuals and 
          companies not including the Company, acted together to 
          illegally and fraudulently obtain money through the use of 
          entities in the diverting business, which involves the 
          purchase of goods at a discount for resale to others.  
          The Company and certain other defendants are alleged 
          to be responsible for employees or agents who 
          provided false information to lenders and other persons 
          which induced them to extend credit to or to invest 
          in the fraudulent enterprises.  The claims brought 
          against the Company and other defendants include fraud, 
          violation of state and federal anti-racketeering laws, 
          conversion and aiding and abetting fraud and conspiracy.  
          Subsequent to October 6, 1996, the plaintiffs and the 
          Company reached an agreement to settle the claims 
          against the Company.  The settlement had no material 
          effect on the results of operations or financial position 
          of the Company.  The settlement is subject to 
          approval by the persons who are members of the plaintiff 
          class and by the court before which the actions are pending.  
          If the settlement is not approved, the Company intends 
          to continue its active defense of the actions.

          The Company, along with the other major supermarket 
          chains in Southern California, has been named as a 
          defendant in three nearly identical class action lawsuits 
          filed in late November and early December 1992 in the 
          Superior Court of the State of California for the 
          County of Los Angeles.  In these cases the plaintiffs 
          alleged claims for antitrust violations, restraint of 
          trade and false advertising in connection with the pricing 
          of fluid milk in Los Angeles County, seeking unspecified 
          damages and injunctive relief.  While admitting no 
          liability, the Company has entered into a proposed 
          agreement to settle the claims asserted by plaintiffs.  
          That settlement has been approved by the persons who are 
          members of the plaintiff class.  The court before which 
          the claims are pending must also approve the settlement 
          as fair and reasonable; a motion seeking such approval 
          has been heard and is pending.  If the settlement is not 
          approved by the court, the Company' management intends 
          to continue to defend the action vigorously.

Item 2.   Changes in Securities

          Not applicable.

Item 3.   Defaults upon Senior Securities

          Not applicable.

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

          Not applicable.

Item 5.   Other Information

          Not applicable.

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits.

               27     Financial Data Schedule

               Management Contracts or Compensatory Plans or 
               Arrangements:

               10.9.1  The Vons Companies, Inc. Amended and Restated 
                       Severance Plan for Senior Management and 
                       Key Employees dated July 15, 1996.

          (b)  Reports on Form 8-K.

               No reports on Form 8-K were filed during the
               quarter ended October 6, 1996.
<PAGE>
<PAGE>


                                  SIGNATURES


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

                                 THE VONS COMPANIES, INC.


Date:  November 4, 1996          /s/ LAWRENCE A. DEL SANTO
                                 ----------------------------------
                                     Lawrence A. Del Santo
                                     Chairman and 
                                     Chief Executive Officer




Date:  November 4, 1996          /s/ PAMELA K. KNOUS
                                 ----------------------------------
                                     Pamela K. Knous
                                     Executive Vice President,
                                     Chief Financial Officer and
                                     Treasurer