8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 11, 2006

STATER BROS. HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Commission file number 001-13222

Delaware (State or other jurisdiction of incorporation)	33-0350671 (I.R.S. Employer Identification No.)
21700 Barton Road	92324
Colton, California
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (909) 783-5000

N/A
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Exhibit 99.1

Item 7.01 Regulation FD Disclosure

On May 9, 2006, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Holdings Announces Second Quarter Results – Sales and Net Income Increase at Stater Bros.”. A copy of this press release is attached hereto and incorporated by reference as exhibit 99.1. The information contained in this 8-K document, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise incorporated by reference in any filing pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this report, including the exhibit furnished herewith, is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information.

Item 9.01 Financial Statements and Exhibits

The following material is being furnished as exhibits to this Current Report on Form 8-K.

(c) Exhibits

99.1 Text of press release, dated May 9, 2006, entitled “Stater Bros. Holdings Announces Second Quarter Results – Sales and Net Income Increase at Stater Bros.”.

Signatures

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.

	Stater Bros. Holdings Inc.
	/s/ Phillip J. Smith
By:	Phillip J. Smith
	Executive Vice President and
	Chief Financial Officer

Date: May 11, 2006

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Text of press release, dated May 9, 2006, entitled “Stater Bros. Holdings Announces Second Quarter Results – Sales and Net Income Increase at Stater Bros.”.

EX-99.1

EXHIBIT 99.1

21700 Barton Road
P.O. Box 150
Colton, California 92324

Contact:
Phil Smith
Stater Bros. Holdings Inc.
(909) 783-5287

P R E S S   R E L E A S E
For Immediate Release
Tuesday, May 9, 2006

STATER BROS. HOLDINGS ANNOUNCES SECOND QUARTER RESULTS

SALES AND NET INCOME INCREASE AT STATER BROS.

Colton, California. May 9, 2006; Today, Jack H. Brown, Chairman, President and Chief Executive Officer of Stater Bros. Holdings Inc. announced financial results for the thirteen week second quarter and twenty-six week year-to-date period ended on March 26, 2006.

Sales for the thirteen week second quarter ended March 26, 2006, compared to the second quarter 2005, increased $20.7 million or 2.46% and amounted to $863.5 million compared to $842.9 million for the thirteen weeks ended March 27, 2005. Total sales for the twenty-six weeks ended March 26, 2006, increased $48.6 million or 2.89% and amounted to $1.73 billion compared to $1.68 billion for the same period in fiscal 2005.

Like store sales were impacted by the timing of the Easter holiday, which fell in the third quarter of the current year compared to the second quarter of fiscal 2005. Easter added approximately $7.8 million to fiscal 2005 second quarter sales. After taking the effect of the Easter holiday, like store sales increased 0.36% for the quarter and 0.32% for the year-to-date periods of fiscal 2006 over the same periods of fiscal 2005.

The Company reported net income for the thirteen week second quarter ended March 26, 2006 of $6.2 million compared to net income of $3.6 million for the thirteen weeks ended March 27, 2005. Net income for the fiscal year-to-date periods amounted to $9.5 million in 2006 and $6.9 million in 2005.

Brown said; “We were pleased with our operating results and look forward to the challenges of a changing marketplace. All of our “Valued Customers” have the Stater Bros. Family’s commitment to provide a friendly and satisfying shopping experience on each and every one of their visits to our Supermarkets and our commitment to being the low price leader.”

Stater Bros. Holdings Inc. is the largest privately held Supermarket Chain in California and operates 162 supermarkets through its wholly owned subsidiary, Stater Bros. Markets. Stater Bros. Markets also owns and operates Santee Dairies, manufacturer of quality “Heartland Farms” dairy products.

For information contact: Jack H. Brown, Chairman, President and Chief Executive Officer at (909) 783-5000.

STATER BROS. MARKETS...SERVING SOUTHERN CALIFORNIA FOR 69 GOLDEN YEARS
# # #

STATER BROS. HOLDINGS INC.
Condensed Consolidated Balance Sheets
(In thousands)
Unaudited

	9/25/05			03/26/06
Assets
Current assets
Cash	$	263,397		$	207,342
Restricted cash		29,000			31,000
Receivables		45,006			46,362
Inventories		185,302			194,141
Other		31,122			32,786
Total current assets		553,827			511,631
Property and equipment, net		467,937			486,535
Deferred debt issuance costs, net		19,011			17,482
Other assets		14,594			15,223
Total assets	$	1,055,369		$	1,030,871
Liabilities and stockholder’s deficit
Current liabilities
Accounts payable	$	144,298		$	133,446
Accrued expenses and other liabilities		129,200			121,220
Current portion of capital lease obligations		1,190			1,215
Total current liabilities		274,688			255,881
Long-term debt		700,000			700,000
Capital lease obligations, less current portion		8,292			7,747
Other long-term liabilities		85,784			89,880
Total stockholder’s deficit		(13,395	)		(22,637	)
Total liabilities and stockholder’s deficit	$	1,055,369		$	1,030,871

STATER BROS. HOLDINGS INC.
Condensed Consolidated Statements of Income
(In thousands)
Unaudited

	13 Weeks Ended						26 Weeks Ended
	03/27/05			03/26/06			03/27/05			03/26/06
Sales	$	842,852		$	863,545		$	1,681,917		$	1,730,554
Gross profit		218,242			232,512			435,251			459,227
Operating expenses
Selling, general and administrative expenses		189,336			198,011			378,496			396,776
Depreciation and amortization		9,648			11,059			19,097			21,417
Total operating expenses		198,984			209,070			397,593			418,193
Operating profit		19,258			23,442			37,658			41,034
Interest income		1,469			2,378			2,661			4,888
Interest expense		(14,578	)		(14,964	)		(28,674	)		(29,540	)
Other expenses, net		(184	)		(617	)		(299	)		(693	)
Income before income taxes		5,965			10,239			11,346			15,689
Income taxes		2,365			4,063			4,483			6,181
Net income	$	3,600		$	6,176		$	6,863		$	9,508