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                                                     February 2, 1994

VIA EDGAR
- ---------

Securities and Exchange Commission
Document Control, Room 1004
450 Fifth Street, N.W.
Washington, D.C.  20549

          Re:  Smith's Food & Drug Centers, Inc.
               Registration Statement on Form S-1
               Registration No. 33-51097
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Ladies and Gentlemen:

          On behalf of Smith's Food & Drug Centers, Inc. and in accordance with
the rules of the Commission, we are hereby requesting withdrawal of the
Post-Effective Amendment No. 1 to the above referenced registration statement
(the "Registration Statement") which was filed with the Commission through the
EDGAR System on February 1, 1994.

          We hereby request such withdrawal because the Prospectus Supplement
filed therwith was inadvertently filed with the Prospectus included in such
Registration Statement as a result of the error of the third party service
underwriting such filing on behalf of the Company.  The Prospectus Supplement
was not intended for public disclosure.  The document was in draft form, had
not been reviewed by the Company as to form or factual content and,
accordingly, was intended soley for internal distribution.

          If you have any questions or comments regarding the foregoing, please
do not hesitate to call the undersigned, collect, at (203) 324-1400.

                                              Sincerely,

                                              /s/ Jay R. Schifferli, Esq.