As filed with the Securities and Exchange Commission on June 13, 1996
Registration No. 33-________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
                       Eagle Food Centers, Inc.
          (Exact name of registrant as specified in its charter)
           Delaware                                         36-3548019
(State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                           Identification No.)

 Rt. 67 & Knoxville Rd., Milan, IL                           61264
(Address of Principal Executive Offices)                   (Zip Code)

Eagle Food Centers, Inc. 401(k) Plan
(Full title of the plan)

Herbert T. Dotterer, Rt. 67 & Knoxville Rd., Milan, IL  61264
(Name and address of agent for service
(309) 787-7730
(Telephone number, including area code, of agent for service)
Copy to:
David B. VanSickel, 666 Walnut, Suite 2500, Des Moines, Iowa  50309
(Name and address)
(515) 288-2500
(Telephone number)
Calculation of Registration Fee
<TABLE>
<CAPTION>
                                                 Proposed             Proposed         Amount of
Title of securities        Amount to be       maximum offering     maximum aggregate   registration 
to be registered            registered        price per share        offering price       fee
<S>                          <C>                  <C>                <C>                 <C> 
Common Stock,                1,000,000            $4.50  (1)         $4,500,000  (1)     $1,551.60
$.01 par value                 shares
per share
</TABLE>

 
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

     (1) Estimated solely for the purpose of calculating the registration fee
     in accordance with Rule 457(h) under the Securities Act based on the last
     sale price of the Common Stock on June 10, 1996.
<PAGE>     
PART II


INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT

Item 3.  Incorporation of Documents by Reference.

       The documents listed in (a) through (c) below are incorporated by
reference in the registration statement; all documents subsequently filed by
the registrant or the Eagle Food Center, Inc. 401(k) Plan (the  Plan )
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, 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, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the date
of filing of such documents.

       (a)  The registrant's annual report for the fiscal year ended February 3,
1996 filed pursuant to Section 13(a) of the Exchange Act.

       (b)  The registrant has not filed any other reports pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the registrant documents referred to in (a) above.

       (c)  The description of common stock contained in the registration
statement filed with the Commission on Form 8-A under Section 12 of the
Exchange Act, on July 14, 1989.

Item 4.  Description of Securities.

       Refer to response to Item 3(c) above.

Item 5.  Interests of Named Experts and Counsel.

       None.

Item 6.  Indemnification of Directors and Officers.

       Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at
the request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is
or is threatened to be made a party by reason of such position, if such
person shall have acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
in any criminal proceeding, if such person had no reasonable cause to
believe his conduct was unlawful, provided that, in the case of actions
brought by or in the right of the corporation, no indemnification shall be
made with respect to any matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
adjudicating court determines that such indemnification is proper under the
circumstances.  The Company's Certificate of Incorporation provides that
the Company shall indemnify its directors and officers to the fullest extent
permitted by the Delaware General Corporation Law.

       The Company's Certificate of Incorporation also provides that no director
shall be liable to the Company or its stockholders for monetary damages for
breach of his fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law or (iv) for any transaction in which the
director derived an improper personal benefit.

       The Bylaws of the Company contain provisions to the effect that each
director, officer and employee of the Company shall be indemnified by the
Company against liabilities and expenses in connection with any legal
proceeding to which he may be made a party or with which he may become
involved or threatened by reason of having been an officer, director or
employee of the Company or of any other organization at the request of the
Company.  The provisions include indemnification with respect to matters
covered by a settlement.  Any such indemnification shall be made only if
the Board determines by a majority vote of a quorum consisting of
disinterested directors (or, if such quorum is not obtainable, or if the Board
of Directors directs, by independent legal counsel or by stockholders), that
indemnification is proper in the circumstances because the person seeking
indemnification has met applicable standards of conduct.  It must be
determined that the director, officer or employee acted in good faith with
the reasonable belief that his action was in or not opposed to the best
interest of the Company, and with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was
unlawful.

       The Company maintains directors  and officers  liability insurance
under which the Company s directors and officers are insured against loss
(as defined) as a result of claims brought against them alleging breach of
duty, neglect, error or misstatement while acting in such capacities.

Item 7.  Exemption from Registration Claimed.

       Not applicable.

Item 8.  Exhibits.

       4.3  Eagle Food Centers, Inc. 401(k) Plan.
       
       23.  Consent of Deloitte & Touche, LLP.

       The registrant undertakes to submit or has submitted the Plan and any
amendments thereto to the Internal Revenue Service ( IRS ) in a timely
manner and has made or will make all changes required by the IRS in
order to qualify the Plan.

Item 9.  Undertakings.

       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 of 1933;

            (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represents a fundamental change in the
information set forth in the 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) do not apply if the information required to be
included in a posteffective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.

       (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, 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.

       The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement 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.

       Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Milan, and
the State of Illinois, on this 13th day of June, 1996.




Date:  June 13, 1996               REGISTRANT:
                                   EAGLE FOOD CENTERS,
                                   INC.

By:     
/s/ Robert J. Kelly,
        President, Chief Executive
        Officer and Director

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the date indicated.


Date:  June 13, 1996     
/s/Martin J. Rabinowitz
Chairman of the Board and
Director

Date: June 13, 1996     
/s/Robert  J. Kelly
President, Chief Executive
Officer and Director

/s/Herbert T. Dotterer
Senior Vice President-Finance
and
Chief Financial and Accounting
Officer, Director and Secretary

/s/Pasquale V. Petitti, Director

     
/s/Steven M. Friedman, Director

     
/s/Alain M. Oberrotman, Director

     
/s/Michael J. Knilans, Director

     
/s/William J. Snyder, Director

     
/s/Peter B. Foreman, Director

     
/s/Marc C. Particelli, Director
<PAGE>
       Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit
plan) have duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Chicago, State of Illinois, on June 13, 1996.




Date:  ____________________                PLAN:
                                           EAGLE FOOD CENTERS,
                                           INC. 401(k) PLAN

By:  LASALLE NATIONAL
BANK, Trustee
        

By:_______________________
     
__________________________

<PAGE>
EXHIBIT INDEX


            Exhibit                            Consecutive
                                               Page Number


4.3 Eagle Food Centers, Inc.401(k) Plan 


23. (a)  Consent of Deloitte & Touche, LLP


<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13206}]
{"company-data": {"conformed-name": "EAGLE FOOD CENTERS INC", "cik": "0000030908", "assigned-sic": "5411", "irs-number": "363548019", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05913", "film-number": "96580521"}, "business-address": {"street1": "RTE 67 KNOXVILLE RD", "city": "MILAN", "state": "IL", "zip": "61264", "phone": "3097877730"}, "mail-address": {"street1": "PO BOX 6700", "city": "ROCK ISLAND", "state": "IL", "zip": "61204-6700"}}
As filed with the Securities and Exchange Commission on June 13, 1996
Registration No. 33-________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
                       Eagle Food Centers, Inc.
          (Exact name of registrant as specified in its charter)
           Delaware                                         36-3548019
(State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                           Identification No.)

 Rt. 67 & Knoxville Rd., Milan, IL                           61264
(Address of Principal Executive Offices)                   (Zip Code)

Eagle Food Centers, Inc. 401(k) Plan
(Full title of the plan)

Herbert T. Dotterer, Rt. 67 & Knoxville Rd., Milan, IL  61264
(Name and address of agent for service
(309) 787-7730
(Telephone number, including area code, of agent for service)
Copy to:
David B. VanSickel, 666 Walnut, Suite 2500, Des Moines, Iowa  50309
(Name and address)
(515) 288-2500
(Telephone number)
Calculation of Registration Fee
Proposed             Proposed         Amount of
Title of securities        Amount to be       maximum offering     maximum aggregate   registration 
to be registered            registered        price per share        offering price       fee
Common Stock,                1,000,000            $4.50  (1)         $4,500,000  (1)     $1,551.60
$.01 par value                 shares
per share
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

     (1) Estimated solely for the purpose of calculating the registration fee
     in accordance with Rule 457(h) under the Securities Act based on the last
     sale price of the Common Stock on June 10, 1996.
PART II

INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT

Item 3.  Incorporation of Documents by Reference.

       The documents listed in (a) through (c) below are incorporated by
reference in the registration statement; all documents subsequently filed by
the registrant or the Eagle Food Center, Inc. 401(k) Plan (the  Plan )
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, 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, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the date
of filing of such documents.

       (a)  The registrant's annual report for the fiscal year ended February 3,
1996 filed pursuant to Section 13(a) of the Exchange Act.

       (b)  The registrant has not filed any other reports pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the registrant documents referred to in (a) above.

       (c)  The description of common stock contained in the registration
statement filed with the Commission on Form 8-A under Section 12 of the
Exchange Act, on July 14, 1989.

Item 4.  Description of Securities.

       Refer to response to Item 3(c) above.

Item 5.  Interests of Named Experts and Counsel.

       None.

Item 6.  Indemnification of Directors and Officers.

       Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at
the request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is
or is threatened to be made a party by reason of such position, if such
person shall have acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
in any criminal proceeding, if such person had no reasonable cause to
believe his conduct was unlawful, provided that, in the case of actions
brought by or in the right of the corporation, no indemnification shall be
made with respect to any matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
adjudicating court determines that such indemnification is proper under the
circumstances.  The Company's Certificate of Incorporation provides that
the Company shall indemnify its directors and officers to the fullest extent
permitted by the Delaware General Corporation Law.

       The Company's Certificate of Incorporation also provides that no director
shall be liable to the Company or its stockholders for monetary damages for
breach of his fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law or (iv) for any transaction in which the
director derived an improper personal benefit.

       The Bylaws of the Company contain provisions to the effect that each
director, officer and employee of the Company shall be indemnified by the
Company against liabilities and expenses in connection with any legal
proceeding to which he may be made a party or with which he may become
involved or threatened by reason of having been an officer, director or
employee of the Company or of any other organization at the request of the
Company.  The provisions include indemnification with respect to matters
covered by a settlement.  Any such indemnification shall be made only if
the Board determines by a majority vote of a quorum consisting of
disinterested directors (or, if such quorum is not obtainable, or if the Board
of Directors directs, by independent legal counsel or by stockholders), that
indemnification is proper in the circumstances because the person seeking
indemnification has met applicable standards of conduct.  It must be
determined that the director, officer or employee acted in good faith with
the reasonable belief that his action was in or not opposed to the best
interest of the Company, and with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was
unlawful.

       The Company maintains directors  and officers  liability insurance
under which the Company s directors and officers are insured against loss
(as defined) as a result of claims brought against them alleging breach of
duty, neglect, error or misstatement while acting in such capacities.

Item 7.  Exemption from Registration Claimed.

       Not applicable.

Item 8.  Exhibits.

       4.3  Eagle Food Centers, Inc. 401(k) Plan.
       
       23.  Consent of Deloitte & Touche, LLP.

       The registrant undertakes to submit or has submitted the Plan and any
amendments thereto to the Internal Revenue Service ( IRS ) in a timely
manner and has made or will make all changes required by the IRS in
order to qualify the Plan.

Item 9.  Undertakings.

       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 of 1933;

            (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represents a fundamental change in the
information set forth in the 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) do not apply if the information required to be
included in a posteffective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.

       (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, 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.

       The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement 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.

       Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such
issue.
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Milan, and
the State of Illinois, on this 13th day of June, 1996.

Date:  June 13, 1996               REGISTRANT:
                                   EAGLE FOOD CENTERS,
                                   INC.

By:     
/s/ Robert J. Kelly,
        President, Chief Executive
        Officer and Director

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the date indicated.

Date:  June 13, 1996     
/s/Martin J. Rabinowitz
Chairman of the Board and
Director

Date: June 13, 1996     
/s/Robert  J. Kelly
President, Chief Executive
Officer and Director

/s/Herbert T. Dotterer
Senior Vice President-Finance
and
Chief Financial and Accounting
Officer, Director and Secretary

/s/Pasquale V. Petitti, Director

     
/s/Steven M. Friedman, Director

     
/s/Alain M. Oberrotman, Director

     
/s/Michael J. Knilans, Director

     
/s/William J. Snyder, Director

     
/s/Peter B. Foreman, Director

     
/s/Marc C. Particelli, Director
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit
plan) have duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Chicago, State of Illinois, on June 13, 1996.

Date:  ____________________                PLAN:
                                           EAGLE FOOD CENTERS,
                                           INC. 401(k) PLAN

By:  LASALLE NATIONAL
BANK, Trustee
        

By:_______________________
     
__________________________
EXHIBIT INDEX

            Exhibit                            Consecutive
                                               Page Number

4.3 Eagle Food Centers, Inc.401(k) Plan 

23. (a)  Consent of Deloitte & Touche, LLP