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 33-46750
                                                                        --------

                             Ralphs Grocery Company
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      1100 West Artesia Boulevard, Compton, California 90220 (310) 884-9000
- --------------------------------------------------------------------------------
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

              10.45% Senior Notes due 2004; 11% Senior Subordinated
                                 Notes due 2005
- --------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)

                                      None
- --------------------------------------------------------------------------------
              (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)       [   ]     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 of 10.45% Senior Notes due 2004 as
of the certification or notice date: 76

     Approximate number of holders of record of 11% Senior Subordinated Notes
due 2005 as of the certification or notice date: 277

     Pursuant to the requirements of the Securities Exchange Act of 1934, Ralphs
Grocery Company has caused this certification/notice to be signed on its behalf
by the undersigned duly authorized person.

Date: October 23, 1998                By: ROGER A. COOKE
                                          --------------------------------------
                                          Roger A. Cooke
                                          Executive Vice President and Secretary

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.