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


                                     FORM 15


      CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
   12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
  REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                         Commission File Number    0-16404
                                                                ----------------

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

              200 Milik Street, Carteret, NJ 07008 (732) 499-3000
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  (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

            $3.52 Cumulative Exchangeable Redeemable Preferred Stock
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            (Title of each class of securities covered by this Form)

                                      None
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  (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

         Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

          Rule 12g-4(a)(1)(i)    |X|              Rule 12h-3(b)(1)(i)    [X]
          Rule 12g-4(a)(1)(ii)   [ ]              Rule 12h-3(b)(1)(ii)   [ ]
          Rule 12g-4(a)(2)(i)    [ ]              Rule 12h-3(b)(2)(i)    [ ]
          Rule 12g-4(a)(2)(ii)   [ ]              Rule 12h-3(b)(2)(ii)   [ ]
                                                  Rule 15d-6             [ ]


         Approximate number of holders of record as of the certification or
notice date:                       0
              ------------------------------------------

         Pursuant to the requirements of the Securities Exchange Act of 1934,
Supermarkets General Holdings Corporation has caused this certification/notice
to be signed on its behalf by the undersigned duly authorized person.

Date:        June 20, 2005           By:  /s/ Marc A. Strassler
       ---------------------------        --------------------------------------
                                          Name:  Marc A. Strassler
                                          Title: Senior Vice President

Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.  The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person.  The name and title of the
person signing the form shall be typed or printed under the signature.