10-Q/A

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                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

                                  Amendment No 1
                                      to the
                                     FORM 10-Q
                                          
                 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) 
                       OF THE SECURITIES EXCHANGE ACT OF 1934

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

    FOR THE QUARTER ENDED                   COMMISSION FILE NUMBER
         AUGUST 2, 1997                             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)

                                   (732) 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 August 2, 1997, 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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                              PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    (a)  EXHIBITS:

         NO.                 DESCRIPTION
         ---                 -----------

         4.4*      Credit Agreement dated as of June 30, 1997 among Pathmark
                   Stores, Inc., the Lenders listed therein and The Chase
                   Manhattan Bank as Administrative Agent.

         27        Financial Data Schedule

    _______________
    *Previously filed

     (b) REPORTS ON FORM 8-K:

         No reports on Form 8-K have been filed during the quarter for which
         this report has been filed.

SIGNATURE

         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.

                                  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:  September 16, 1997

EX-27

 


<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Supermarkets
General Holdings Corporation's Consolidated Statement of Operations for the 26
weeks ended August 2, 1997 and Consolidated Balance Sheet as of August 2, 1997
and is qualified in its entirety by reference to such financial statements.

<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-31-1998
<PERIOD-END>                               AUG-02-1997
<CASH>                                           8,698
<SECURITIES>                                         0
<RECEIVABLES>                                   13,267
<ALLOWANCES>                                   (1,306)
<INVENTORY>                                    196,710
<CURRENT-ASSETS>                               275,642
<PP&E>                                         966,127
<DEPRECIATION>                               (404,212)
<TOTAL-ASSETS>                                 961,661
<CURRENT-LIABILITIES>                          388,360
<BONDS>                                      1,282,009
<PREFERRED-MANDATORY>                          106,268
<PREFERRED>                                          0
<COMMON>                                            10
<OTHER-SE>                                 (1,291,812)
<TOTAL-LIABILITY-AND-EQUITY>                   961,661
<SALES>                                      1,854,307
<TOTAL-REVENUES>                             1,854,307
<CGS>                                        1,332,384
<TOTAL-COSTS>                                1,332,384
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    86
<INTEREST-EXPENSE>                            (83,788)
<INCOME-PRETAX>                               (27,543)
<INCOME-TAX>                                    10,888
<INCOME-CONTINUING>                           (16,655)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                (7,488)
<CHANGES>                                            0
<NET-INCOME>                                  (24,143)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0