As filed with the Securities and Exchange
Commission on June 5, 1997

                                                       Registration No. 333-    

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                      
                                 FORM S-8
                          REGISTRATION STATEMENT
                                  Under
                        The Securities Act of 1933
                      
                       DOMINICK'S SUPERMARKETS, INC.
         (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                                     94-3220603
        (State or other jurisdiction                (I.R.S. Employer
      of incorporation or organization)                 Identification No.)

             505 Railroad Avenue
             Northlake, Illinois                                60164
    (Address of principal executive offices)                  (Zip Code)
                      
                       1996 EQUITY PARTICIPATION PLAN

                      RESTATED 1995 STOCK OPTION PLAN

          DIRECTORS DEFERRED COMPENSATION AND RESTRICTED STOCK PLAN

                                              Copy to:

     DARREN W. KARST                          THOMAS C. SADLER, ESQ.
     Executive Vice President,                Latham & Watkins
     Finance and Administration               633 West Fifth Street
     Chief Financial Officer                  Suite 4000
     505 Railroad Avenue                      Los Angeles, California 90071
     Northlake, Illinois 60164                (213) 485-1234
     (708) 562-1000

     (Name, address, including zip code, and telephone number, including
area code, of agent for service)

<TABLE>                        
                        Calculation of Registration Fee
  <S>                     <C>            <C>                 <C>                 <C> 
                                                                Proposed
                                           Proposed              Maximum
                            Amount         Maximum              Aggregate          Amount of
  Title of Securities        to be       Offering Price         Offering         Registration
  to be Registered        Registered      Per Share (1)          Price                Fee    
----------------------------------------------------------------------------------------------
  Common Stock             2,066,835       $24.1875          $49,991,572.00       $15,149.00
  $.01 par value
----------------------------------------------------------------------------------------------
(1) For purposes of computing the registration fee only.  Pursuant to Rule(1)
    457(h), the Proposed  Maximum Offering Price  Per Share is  based upon
    the average of the high and low prices for the  Company's Common Stock
    on the composite tape for the New York Stock Exchange on June 2, 1997.
</TABLE>
<PAGE>

     PART I

Item 1.   Plan Information.

     Not required to be filed with this Registration Statement.


Item 2.   Registrant Information and Employee Plan Annual Information.

     Not required to be filed with this Registration Statement.


     PART II

Item 3.   Incorporation of Documents by Reference.

     The  following  documents  filed  with  the  Securities  and  Exchange
  Commission  (the ``Commission'')  by   Dominick's Supermarkets,   Inc.,
  Delaware  corporation  (the "Company and the "Registrant"),  are
  incorporated as of their respective dates in this Registration Statement by
  reference:

     (a)  The Company's  Annual Report  on Form  10-K,  as filed  with  the
          Commission on January 31, 1997;

     (b)  The Company's Quarterly Report  on Form 10-Q,  as filed with  the
          Commission on March 11, 1997;

     (c)  The Company's Quarterly Report  on Form 10-Q,  as filed with  the
          Commission on June 3, 1997; and

     (d)  The description of  the common stock,  par value  $.01 per share
          (the "Common Stock"),  of the Company contained in the Company's 
          Registration Statement on Form 8-A, as filed with the
          Commission on October 24, 1996.

     All documents filed by the Company pursuant to Sections 13(a),  13(c),
14 and  15(d) of  the Securities  Exchange  Act of  1934, as  amended  (the
"Exchange Act"), subsequent to  the date of this Registration  Statement
and prior to the filing of a post-effective amendment which indicates  that
all securities offered have been sold  or which deregisters all  securities
then remaining unsold, are incorporated  by reference in this  Registration
Statement and are a part  hereof from the date  of filing such documents.  
Any statement  contained  in  a  document  incorporated  or  deemed  to  be
incorporated by  reference  herein  shall  be  deemed  to  be  modified  or
superseded for purposes of this Registration Statement to the extent that a
statement contained  herein or  in any  other subsequently  filed  document
which also is or is deemed to be incorporated by reference herein  modifies
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as  so modified or superseded, to constitute  a
part of this Registration Statement.


Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.
<PAGE>

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the  General Corporation Law of the State of  Delaware
(the "Delaware Corporation Law") gives Delaware corporations broad powers
to indemnify  their  present  and former  directors  and  officers  against
expenses (including attorneys' fees), judgments, fines and amounts paid  in
settlement actually and reasonably incurred in connection with  threatened,
pending or  completed  actions, suits  or  proceedings to  which  they  are
parties or are threatened to be made  parties by reason of being or  having
been such  directors  or  officers, subject  to  specified  conditions  and
exclusions; gives a director or officer who successfully defends an  action
the right to be so indemnified; and permits a corporation to buy directors'
and officers' liability insurance.   Such indemnification is not  exclusive
of any other rights  to which those indemnified  may be entitled under  any
by-law, agreement, vote of stockholders or otherwise.

     As permitted by Section 145 of the Delaware Corporation Law, Article V
of the  Amended  and  Restated  Bylaws of  the  Company  provides  for  the
indemnification by the  Company of its  directors, officers, employees  and
agents, against  liabilities  and  expenses  incurred  in  connection  with
actions, suits or proceeds brought against them by a third party or in  the
right of the corporation, by reason of the fact that they were or are  such
directors, officers, employees or agents.

     Article VI  of  the  Company's Amended  and  Restated  Certificate  of
Incorporation provides that to the fullest extent permitted by the Delaware
Corporation Law as the same exists or may hereafter be amended, a  director
of the Company shall not be liable  to the Company or its stockholders  for
monetary damages for breach of fiduciary duty as a director.

     The Company has entered into, or intends to enter into, agreements  to
indemnify  its  directors  and  executive  officers  in  addition  to   the
indemnification provided for in  the Restated Certificate of  Incorporation
and Bylaws.   These  agreements, among  other  things, will  indemnify  the
Company's directors and executive officers for certain expenses  (including
attorneys' fees) and all losses, claims, liabilities, judgments, fines  and
settlement amounts incurred by such person arising out of or in  connection
with such person's service as a director  or officer of the Company to  the
fullest extent permitted by applicable law.

     Policies of insurance may  be obtained and  maintained by the  Company
under which its directors and officers  will be insured, within the  limits
and subject to the limitations of the policies, against certain expenses in
connection with  the defense  of, and  certain liabilities  which might  be
imposed as a  result of, actions,  suits or proceedings  to which they  are
parties by reason of being or having been such directors or officers.


Item 7.   Exemption from Registration Claimed.

     Not applicable.
<PAGE>

Item 8.   Exhibits.

     4.1  Specimen Common Stock Certificate  (Incorporated by reference  to
           Exhibit 4.1 to the Company's Registration  Statement on Form S-
           1, Number 333-14995)

     5.1  Opinion of Latham & Watkins

     23.1 Consent of Ernst & Young LLP

     23.2 Consent of Latham & Watkins (included as part of Exhibit 5.1)

     24.1 Power of Attorney (included on page 6)


Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file,  during any  period in  which offers  or sales  are
being made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section  10(a)(3)
      of the Securities Act;

               (ii) To reflect  in  the  prospectus  any  facts  or  events
      arising after the effective date of this Registration Statement  (or
      the   most   recent   post-effective   amendment   thereof)   which,
      individually or in the aggregate, represent a fundamental change  in
      the  information  set   forth  in  the   Registration  Statement.   
      Notwithstanding the foregoing, any increase or decrease in volume of
      securities offered (if the total dollar value of securities  offered
      would not exceed that which was  registered) and any deviation  from
      the low or high end of  the estimated maximum offering range may  be
      reflected in the form prospectus filed with the Commission  pursuant
      to Rule 424(b) if, in the aggregate, the changes in volume and price
      represent no  more  than  a 20%  change  in  the  maximum  aggregate
      offering price set forth in the  ``Calculation of Registration Fee ''
      table in the effective Registration Statement.

               (iii)     To include any  material information with  respect
      to  the  plan  of  distribution  not  previously  disclosed  in  the
      Registration Statement or any material change to such information in
      the Registration Statement.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply to information  included in a  post-effective amendment by  those
paragraphs contained in  periodic reports filed  with or  furnished to  the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act  that  are  incorporated  by  reference  in  the  Registration
Statement.
<PAGE>
          (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be  a
new registration statement relating to the securities offered therein,  and
the offering of  such securities at  that time shall  be deemed  to be  the
initial bona fide offering thereof.

          (3)  To remove  from registration  by means  of a  post-effective
 amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned Registrant hereby  undertakes that, for  purposes
of determining any liability under the  Securities Act, each filing of  the
Registrant's annual report pursuant  to Section 13(a)  or Section 15(d)  of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be  the
initial bona fide offering thereof.

     (c)  Insofar as  indemnification  for liabilities  arising  under  the
Securities Act  may be  permitted to  directors, officers  and  controlling
persons  of  the  Registrant  pursuant  to  the  foregoing  provisions,  or
otherwise, the  Registrant has  been advised  that in  the opinion  of  the
Commission such indemnification  is against public  policy as expressed  in
the Securities Act and is, therefore,  unenforceable.  In the event that  a
claim for indemnification against such liabilities (other than the  payment
by the Registrant of  expenses incurred or paid  by a director, officer  or
controlling person  of the  Registrant in  the  successful defense  of  any
action, suit  or  proceeding) is  asserted  by such  director,  officer  or
controlling person in connection with the securities being registered,  the
Registrant will, unless in the opinion  of its counsel the matter has  been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question  whether such  indemnification by  it is  against
public policy as expressed  in the Securities Act  and will be governed  by
the final adjudication of such issue.



<PAGE>
                                 SIGNATURES

     Pursuant to  the  requirements  of the  Securities  Act  of  1933, as
amended, Dominick's  Supermarkets, Inc.  certifies that  it has  reasonable
grounds to believe that it meets all of the requirements for filing on Form
S-8 and has  duly caused this  Registration Statement to  be signed on  its
behalf by  the  undersigned, thereunto  duly  authorized, in  the  City  of
Northlake, State of Illinois, on June 5, 1997.

                              DOMINICK'S SUPERMARKETS, INC.


                              By:   /s/ Robert A. Mariano          
                                     Robert A. Mariano                          
                                     President and Chief Executive Officer
                                 
                             Power of Attorney

     Each person whose signature appears below appoints Robert A.  Mariano,
Darren W. Karst and Patrick L. Graham and each of them, as his or her  true
and lawful attorney-in-fact and agent with  full power of substitution  and
resubstitution, for him or her and in his or her name, place and stead,  in
any and all  capacities, to  sign any  or all  amendments (including  post-
effective amendments),  to this  Registration Statement,  and to  file  the
same, with all exhibits thereto, and all documents in connection therewith,
with the  Securities  and  Exchange  Commission  granting  unto  each  said
attorney-in-fact and agent full power and authority to do and perform  each
and every act and thing,  requisite and necessary to  be done in and  about
the foregoing, as fully to all intents and  purposes as he or she might  or
could do in  person, hereby  ratifying and  confirming all  that each  said
attorney-in-fact and agent, or  his or her substitute,  may lawfully do  or
cause to be done by virtue hereof.

     Pursuant to  the  requirements of  the  Securities  Act  of 1933,  as
amended, this  Registration  Statement has  been  signed by  the  following
persons in the capacities and on the dates indicated.

     Signature                       Title                    Date
     ---------                ---------------------       ------------

  /s/ Ronald W. Burkle        Chairman of the Board       June 5, 1997
     Ronald W. Burkle


  /s/ Robert A. Mariano       Chief Executive Officer,    June 5, 1997
     Robert A. Mariano        President, Director   


  /s/ Darren W. Karst         Executive Vice President,   June 5, 1997
     Darren W. Karst          Chief Financial Officer
                              (Principal Accounting Officer),        
                              Secretary, Director


  /s/ Evan Bayh               Director                    June 5, 1997
     Evan Bayh

<PAGE>
  /s/ Grace Barry             Director                    June 5, 1997
     Grace Barry


  /s/ Peter P. Copses         Director                    June 5, 1997
     Peter P. Copses


  /s/ Linda McLoughlin Figel  Director                    June 5, 1997
     Linda McLoughlin Figel


  /s/ Patrick L. Graham       Director                    June 5, 1997
     Patrick L. Graham


  /s/ David B. Kaplan         Director                    June 5, 1997
     David B. Kaplan


  /s/ Antony P. Ressler       Director                    June 5, 1997
     Antony P. Ressler


  /s/ Ira L. Tochner          Director                    June 5, 1997
     Ira L. Tochner

<PAGE>

                              INDEX TO EXHIBITS


EXHIBIT                                                                     PAGE
-------                                                                     ----
4.1       Specimen Common Stock Certificate (Incorporated by reference
          to Exhibit 4.1 to the Company's Registration Statement on Form      
          S-1, Number 333-14995)

5.1       Opinion of Latham & Watkins                                        9

23.1      Consent of Ernst & Young LLP                                      10

23.2      Consent of Latham & Watkins (included as part of Exhibit 5.1)      9

24.1      Power of Attorney (included on page 6)

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17462}]
{"company-data": {"conformed-name": "DOMINICKS SUPERMARKETS INC", "cik": "0000943563", "assigned-sic": "5411", "irs-number": "943220603", "state-of-incorporation": "DE", "fiscal-year-end": "1102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28589", "film-number": "97619873"}, "business-address": {"street1": "505 RAILROAD AVE", "city": "NORTHLAKE", "state": "IL", "zip": "60164", "phone": "7085621000"}, "mail-address": {"street1": "505 RAILROAD AVE", "city": "NORTHLAKE", "state": "IL", "zip": "60164"}}
As filed with the Securities and Exchange
Commission on June 5, 1997

                                                       Registration No. 333-    

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                      
                                 FORM S-8
                          REGISTRATION STATEMENT
                                  Under
                        The Securities Act of 1933
                      
                       DOMINICK'S SUPERMARKETS, INC.
         (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                                     94-3220603
        (State or other jurisdiction                (I.R.S. Employer
      of incorporation or organization)                 Identification No.)

             505 Railroad Avenue
             Northlake, Illinois                                60164
    (Address of principal executive offices)                  (Zip Code)
                      
                       1996 EQUITY PARTICIPATION PLAN

                      RESTATED 1995 STOCK OPTION PLAN

          DIRECTORS DEFERRED COMPENSATION AND RESTRICTED STOCK PLAN

                                              Copy to:

     DARREN W. KARST                          THOMAS C. SADLER, ESQ.
     Executive Vice President,                Latham & Watkins
     Finance and Administration               633 West Fifth Street
     Chief Financial Officer                  Suite 4000
     505 Railroad Avenue                      Los Angeles, California 90071
     Northlake, Illinois 60164                (213) 485-1234
     (708) 562-1000

     (Name, address, including zip code, and telephone number, including
area code, of agent for service)

                        
                        Calculation of Registration Fee
Proposed
                                           Proposed              Maximum
                            Amount         Maximum              Aggregate          Amount of
  Title of Securities        to be       Offering Price         Offering         Registration
  to be Registered        Registered      Per Share (1)          Price                Fee    
----------------------------------------------------------------------------------------------
  Common Stock             2,066,835       $24.1875          $49,991,572.00       $15,149.00
  $.01 par value
----------------------------------------------------------------------------------------------
(1) For purposes of computing the registration fee only.  Pursuant to Rule(1)
    457(h), the Proposed  Maximum Offering Price  Per Share is  based upon
    the average of the high and low prices for the  Company's Common Stock
    on the composite tape for the New York Stock Exchange on June 2, 1997.
PART I

Item 1.   Plan Information.

     Not required to be filed with this Registration Statement.

Item 2.   Registrant Information and Employee Plan Annual Information.

     Not required to be filed with this Registration Statement.

     PART II

Item 3.   Incorporation of Documents by Reference.

     The  following  documents  filed  with  the  Securities  and  Exchange
  Commission  (the ``Commission'')  by   Dominick's Supermarkets,   Inc.,
  Delaware  corporation  (the "Company and the "Registrant"),  are
  incorporated as of their respective dates in this Registration Statement by
  reference:

     (a)  The Company's  Annual Report  on Form  10-K,  as filed  with  the
          Commission on January 31, 1997;

     (b)  The Company's Quarterly Report  on Form 10-Q,  as filed with  the
          Commission on March 11, 1997;

     (c)  The Company's Quarterly Report  on Form 10-Q,  as filed with  the
          Commission on June 3, 1997; and

     (d)  The description of  the common stock,  par value  $.01 per share
          (the "Common Stock"),  of the Company contained in the Company's 
          Registration Statement on Form 8-A, as filed with the
          Commission on October 24, 1996.

     All documents filed by the Company pursuant to Sections 13(a),  13(c),
14 and  15(d) of  the Securities  Exchange  Act of  1934, as  amended  (the
"Exchange Act"), subsequent to  the date of this Registration  Statement
and prior to the filing of a post-effective amendment which indicates  that
all securities offered have been sold  or which deregisters all  securities
then remaining unsold, are incorporated  by reference in this  Registration
Statement and are a part  hereof from the date  of filing such documents.  
Any statement  contained  in  a  document  incorporated  or  deemed  to  be
incorporated by  reference  herein  shall  be  deemed  to  be  modified  or
superseded for purposes of this Registration Statement to the extent that a
statement contained  herein or  in any  other subsequently  filed  document
which also is or is deemed to be incorporated by reference herein  modifies
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as  so modified or superseded, to constitute  a
part of this Registration Statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.
Item 6.   Indemnification of Directors and Officers.

     Section 145 of the  General Corporation Law of the State of  Delaware
(the "Delaware Corporation Law") gives Delaware corporations broad powers
to indemnify  their  present  and former  directors  and  officers  against
expenses (including attorneys' fees), judgments, fines and amounts paid  in
settlement actually and reasonably incurred in connection with  threatened,
pending or  completed  actions, suits  or  proceedings to  which  they  are
parties or are threatened to be made  parties by reason of being or  having
been such  directors  or  officers, subject  to  specified  conditions  and
exclusions; gives a director or officer who successfully defends an  action
the right to be so indemnified; and permits a corporation to buy directors'
and officers' liability insurance.   Such indemnification is not  exclusive
of any other rights  to which those indemnified  may be entitled under  any
by-law, agreement, vote of stockholders or otherwise.

     As permitted by Section 145 of the Delaware Corporation Law, Article V
of the  Amended  and  Restated  Bylaws of  the  Company  provides  for  the
indemnification by the  Company of its  directors, officers, employees  and
agents, against  liabilities  and  expenses  incurred  in  connection  with
actions, suits or proceeds brought against them by a third party or in  the
right of the corporation, by reason of the fact that they were or are  such
directors, officers, employees or agents.

     Article VI  of  the  Company's Amended  and  Restated  Certificate  of
Incorporation provides that to the fullest extent permitted by the Delaware
Corporation Law as the same exists or may hereafter be amended, a  director
of the Company shall not be liable  to the Company or its stockholders  for
monetary damages for breach of fiduciary duty as a director.

     The Company has entered into, or intends to enter into, agreements  to
indemnify  its  directors  and  executive  officers  in  addition  to   the
indemnification provided for in  the Restated Certificate of  Incorporation
and Bylaws.   These  agreements, among  other  things, will  indemnify  the
Company's directors and executive officers for certain expenses  (including
attorneys' fees) and all losses, claims, liabilities, judgments, fines  and
settlement amounts incurred by such person arising out of or in  connection
with such person's service as a director  or officer of the Company to  the
fullest extent permitted by applicable law.

     Policies of insurance may  be obtained and  maintained by the  Company
under which its directors and officers  will be insured, within the  limits
and subject to the limitations of the policies, against certain expenses in
connection with  the defense  of, and  certain liabilities  which might  be
imposed as a  result of, actions,  suits or proceedings  to which they  are
parties by reason of being or having been such directors or officers.

Item 7.   Exemption from Registration Claimed.

     Not applicable.
Item 8.   Exhibits.

     4.1  Specimen Common Stock Certificate  (Incorporated by reference  to
           Exhibit 4.1 to the Company's Registration  Statement on Form S-
           1, Number 333-14995)

     5.1  Opinion of Latham & Watkins

     23.1 Consent of Ernst & Young LLP

     23.2 Consent of Latham & Watkins (included as part of Exhibit 5.1)

     24.1 Power of Attorney (included on page 6)

Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file,  during any  period in  which offers  or sales  are
being made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section  10(a)(3)
      of the Securities Act;

               (ii) To reflect  in  the  prospectus  any  facts  or  events
      arising after the effective date of this Registration Statement  (or
      the   most   recent   post-effective   amendment   thereof)   which,
      individually or in the aggregate, represent a fundamental change  in
      the  information  set   forth  in  the   Registration  Statement.   
      Notwithstanding the foregoing, any increase or decrease in volume of
      securities offered (if the total dollar value of securities  offered
      would not exceed that which was  registered) and any deviation  from
      the low or high end of  the estimated maximum offering range may  be
      reflected in the form prospectus filed with the Commission  pursuant
      to Rule 424(b) if, in the aggregate, the changes in volume and price
      represent no  more  than  a 20%  change  in  the  maximum  aggregate
      offering price set forth in the  ``Calculation of Registration Fee ''
      table in the effective Registration Statement.

               (iii)     To include any  material information with  respect
      to  the  plan  of  distribution  not  previously  disclosed  in  the
      Registration Statement or any material change to such information in
      the Registration Statement.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply to information  included in a  post-effective amendment by  those
paragraphs contained in  periodic reports filed  with or  furnished to  the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act  that  are  incorporated  by  reference  in  the  Registration
Statement.
(2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be  a
new registration statement relating to the securities offered therein,  and
the offering of  such securities at  that time shall  be deemed  to be  the
initial bona fide offering thereof.

          (3)  To remove  from registration  by means  of a  post-effective
 amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned Registrant hereby  undertakes that, for  purposes
of determining any liability under the  Securities Act, each filing of  the
Registrant's annual report pursuant  to Section 13(a)  or Section 15(d)  of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be  the
initial bona fide offering thereof.

     (c)  Insofar as  indemnification  for liabilities  arising  under  the
Securities Act  may be  permitted to  directors, officers  and  controlling
persons  of  the  Registrant  pursuant  to  the  foregoing  provisions,  or
otherwise, the  Registrant has  been advised  that in  the opinion  of  the
Commission such indemnification  is against public  policy as expressed  in
the Securities Act and is, therefore,  unenforceable.  In the event that  a
claim for indemnification against such liabilities (other than the  payment
by the Registrant of  expenses incurred or paid  by a director, officer  or
controlling person  of the  Registrant in  the  successful defense  of  any
action, suit  or  proceeding) is  asserted  by such  director,  officer  or
controlling person in connection with the securities being registered,  the
Registrant will, unless in the opinion  of its counsel the matter has  been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question  whether such  indemnification by  it is  against
public policy as expressed  in the Securities Act  and will be governed  by
the final adjudication of such issue.
SIGNATURES

     Pursuant to  the  requirements  of the  Securities  Act  of  1933, as
amended, Dominick's  Supermarkets, Inc.  certifies that  it has  reasonable
grounds to believe that it meets all of the requirements for filing on Form
S-8 and has  duly caused this  Registration Statement to  be signed on  its
behalf by  the  undersigned, thereunto  duly  authorized, in  the  City  of
Northlake, State of Illinois, on June 5, 1997.

                              DOMINICK'S SUPERMARKETS, INC.

                              By:   /s/ Robert A. Mariano          
                                     Robert A. Mariano                          
                                     President and Chief Executive Officer
                                 
                             Power of Attorney

     Each person whose signature appears below appoints Robert A.  Mariano,
Darren W. Karst and Patrick L. Graham and each of them, as his or her  true
and lawful attorney-in-fact and agent with  full power of substitution  and
resubstitution, for him or her and in his or her name, place and stead,  in
any and all  capacities, to  sign any  or all  amendments (including  post-
effective amendments),  to this  Registration Statement,  and to  file  the
same, with all exhibits thereto, and all documents in connection therewith,
with the  Securities  and  Exchange  Commission  granting  unto  each  said
attorney-in-fact and agent full power and authority to do and perform  each
and every act and thing,  requisite and necessary to  be done in and  about
the foregoing, as fully to all intents and  purposes as he or she might  or
could do in  person, hereby  ratifying and  confirming all  that each  said
attorney-in-fact and agent, or  his or her substitute,  may lawfully do  or
cause to be done by virtue hereof.

     Pursuant to  the  requirements of  the  Securities  Act  of 1933,  as
amended, this  Registration  Statement has  been  signed by  the  following
persons in the capacities and on the dates indicated.

     Signature                       Title                    Date
     ---------                ---------------------       ------------

  /s/ Ronald W. Burkle        Chairman of the Board       June 5, 1997
     Ronald W. Burkle

  /s/ Robert A. Mariano       Chief Executive Officer,    June 5, 1997
     Robert A. Mariano        President, Director   

  /s/ Darren W. Karst         Executive Vice President,   June 5, 1997
     Darren W. Karst          Chief Financial Officer
                              (Principal Accounting Officer),        
                              Secretary, Director

  /s/ Evan Bayh               Director                    June 5, 1997
     Evan Bayh
/s/ Grace Barry             Director                    June 5, 1997
     Grace Barry

  /s/ Peter P. Copses         Director                    June 5, 1997
     Peter P. Copses

  /s/ Linda McLoughlin Figel  Director                    June 5, 1997
     Linda McLoughlin Figel

  /s/ Patrick L. Graham       Director                    June 5, 1997
     Patrick L. Graham

  /s/ David B. Kaplan         Director                    June 5, 1997
     David B. Kaplan

  /s/ Antony P. Ressler       Director                    June 5, 1997
     Antony P. Ressler

  /s/ Ira L. Tochner          Director                    June 5, 1997
     Ira L. Tochner
INDEX TO EXHIBITS

EXHIBIT                                                                     PAGE
-------                                                                     ----
4.1       Specimen Common Stock Certificate (Incorporated by reference
          to Exhibit 4.1 to the Company's Registration Statement on Form      
          S-1, Number 333-14995)

5.1       Opinion of Latham & Watkins                                        9

23.1      Consent of Ernst & Young LLP                                      10

23.2      Consent of Latham & Watkins (included as part of Exhibit 5.1)      9

24.1      Power of Attorney (included on page 6)