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                                 UNITED STATES                         OMB APPROVAL
                       SECURITIES AND EXCHANGE COMMISSION       OMB Number:     3235-0058
                            WASHINGTON, D.C.  20549             Expires      May 31, 1997
                                                                Estimated average burden
                                  FORM 12b-25                   hours per response   2.50

                          NOTIFICATION OF LATE FILING                SEC FILE NUMBER

                                                                       CUSIP NUMBER

                       

(Check One):  [ ]Form 10-K   [ ]Form 20-F   [ ]Form 11-K   [X]Form 10-Q   
              [ ]Form N-SAR
 
                 For Period Ended: July 16, 1995                        
                                   -------------------------
                 [ ] Transition Report on Form 10-K
                 [ ] Transition Report on Form 20-F
                 [ ] Transition Report on Form 11-K
                 [ ] Transition Report on Form 10-Q
                 [ ] Transition Report on Form N-SAR
                 For the Transition Period Ended: 
                                                  ------------------------------

 Read Instruction (on back page) Before Preparing Form.  Please Print or Type.
   NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
                  VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION

Ralphs Grocery Company
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Full Name of Registrant

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Former Name if Applicable

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Address of Principal Executive Office (Street and Number)

1100 West Artesia Boulevard, Compton, CA  90220
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City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed.  (Check box if appropriate)

         (a)  The reasons described in reasonable detail in Part III of this
              form could not be eliminated without unreasonable effort or
              expense;
         (b)  The subject annual report, semi-annual report, transition report
              on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
              will be filed on or before the fifteenth calendar day following
[X]           the prescribed due date; or the subject quarterly report of
              transition report on Form 10-Q, or portion thereof will be filed
              on or before the fifth calendar day following the prescribed due
              date; and
         (c)  The accountant's statement or other exhibit required by Rule
              12b-25(c) has been attached if applicable.
   2

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

              On June 14, 1995, Food 4 Less Supermarkets, Inc. ("F4L
Supermarkets") acquired Ralphs Supermarkets, Inc. ("RSI") and its wholly owned
subsidiary, Ralphs Grocery Company ("RGC").  The acquisition was effected
through the merger of F4L Supermarkets with and into RSI (the "RSI Merger")
followed by the merger of RGC with and into RSI (the "RGC Merger," and together
with the RSI Merger, the "Merger").  The surviving corporation in the Merger
was renamed Ralphs Grocery Company (the "Company").  The Company has been
required to devote substantial resources, including the attention of key
financial and operating personnel, to the integration of F4L Supermarkets, RSI
and RGC.  As a result, the Company's personnel have been unavoidably delayed in
the preparation of the Company's Quarterly Report on Form 10-Q for the quarter
ended July 16, 1995.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
    notification

              Steve Mortensen           (310) 884-4558
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                   (Name)                 (Area Code)    (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
    Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
    of 1940 during the preceding 12 months or for such shorter period that the
    registrant was required to file such report(s) been filed?   If answer is
    no, identify report(s).                                      [X] Yes  [ ] No

(3) Is it anticipated that any significant change in results of operations from
    the corresponding period for the last fiscal year will be reflected by the
    earnings statements to be included in the subject report or portion
    thereof?                                                     [X] Yes  [ ] No

    If so, attach an explanation of the anticipated change, both narratively
    and quantitatively, and, if appropriate, state the reasons why a reasonable
    estimate of the results cannot be made.

    The Company anticipates that its Quarterly Report on Form 10-Q will reflect
    sales for the 12 weeks ended July 16, 1995 ("second quarter 1995") of
    approximately $857.3 million, compared to sales of approximately $581.1
    million for the 12 weeks ended June 25, 1994 ("fourth quarter 1994").  Such
    growth in sales is due primarily to the fact that second quarter 1995
    results of operations include approximately seven weeks of the operations
    of F4L Supermarkets prior to the Merger and approximately five weeks of
    operations of the combined Company.  The Company anticipates that its
    Quarterly Report on Form 10-Q will reflect a net loss for second quarter
    1995 of approximately $125.7 million, compared to net income of
    approximately $2.6 million for fourth quarter 1994.  Because of its merger
    and financing activities during fiscal 1995, the Company believes that its
    results of operations for second quarter 1995 and fourth quarter 1994 are
    not directly comparable.



                               Ralphs Grocery Company
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                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereto duly authorized.

Date: August 30, 1995                     By:          /s/ Alan J. Reed
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                                              Alan J. Reed
                                              Senior Vice President and
                                              Chief Financial Officer