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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------
   
                                  FORM 10-Q/A
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

    For the Quarter Ended                        Commission File Number
       November 2, 1996                                 0-16404

                    Supermarkets General Holdings Corporation
             (Exact name of registrant as specified in its charter)

            Delaware                                         13-3408704 
(State of other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

 301 Blair Road, P.O. Box 5301                               07095-0915
     Woodbridge, New Jersey                                  (Zip Code)
(Address of principal executive offices)

                                  908-499-3000
              (Registrant's telephone number, including area code)

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

        Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:
            $3.52 Cumulative Exchangeable Redeemable Preferred Stock
                               -------------------

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

        As of November 2, 1996, there were outstanding 650,675 shares of $0.01
par value Class A Common Stock (voting) and 320,000 shares of $0.01 par value
Class B Common Stock (non-voting), all of which are privately owned and not
traded on a public market.

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                        SUPERMARKETS GENERAL HOLDINGS CORPORATION

                               PART II. OTHER INFORMATION


Item 6(a)  Exhibits


    Designation               Description                 Methold of Filing
    -----------               -----------                 -----------------

   Exhibit 4.4(f)          Sixth Amendment to            Filed with this Report
                            Credit Agreement


                                    SIGNATURE


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



                                  SUPERMARKETS GENERAL HOLDINGS CORPORATION

                                  By         /s/ Ron Marshall
                                     ---------------------------------------
                                             (Ron Marshall)
                                         Executive Vice President
                                        and Chief Financial Officer


                                  By       /s/ Joseph Adelhardt
                                     ---------------------------------------
                                             (Joseph Adelhardt)
                                     Senior Vice President and Controller,
                                           Chief Accounting Officer




Date:  December 19, 1996


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