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): August 8, 2006

STATER BROS. HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Commission file number 001-13222

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

Item 7.01 Regulation FD Disclosure

On August 8, 2006, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Holdings Announces Third Quarter Results – Sales Increase During Quarter and 39 Weeks”. 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 August 8, 2006, entitled “Stater Bros. Holdings Announces Third Quarter Results – Sales Increase During Quarter and 39 Weeks”.

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: August 10, 2006

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Text of press release, dated May 9, 2006, entitled “Stater Bros. Holdings Announces Third Quarter Results – Sales Increase During Quarter and 39 Weeks”.

EX-99.1

Exhibit 99.1

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, August 8, 2006

STATER BROS. HOLDINGS INC. ANNOUNCES THIRD QUARTER RESULTS

SALES INCREASE DURING QUARTER AND 39 WEEKS

Colton, California. August 8, 2006; Today, Jack H. Brown, Chairman, President and Chief Executive Officer of Stater Bros. Holdings Inc. announced financial results for the thirteen week third quarter and thirty-nine week year-to-date period ended June 25, 2006.

Sales for the thirteen week third quarter ended June 25, 2006, compared to the third quarter 2005, increased $45.5 million or 5.4% and amounted to $885.9 million compared to $840.4 million for the thirteen weeks ended June 26, 2005. Total sales for the thirty-nine weeks ended June 25, 2006, increased $94.2 million or 3.7% and amounted to $2.62 billion compared to $2.52 billion for the same period in fiscal 2005.

Like store sales for the quarter 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 2.3% for the third quarter of fiscal 2006 over fiscal 2005. Like store sales increased 1.0% for the year-to-date period of fiscal 2006 over fiscal 2005.

The Company reported net income for the thirteen week third quarter ended June 25, 2006 of $5.7 million compared net income of $7.3 million for the thirteen weeks ended June 26, 2005. Net income for the fiscal year-to-date periods amounted to $15.3 million in 2006 and $14.1 million in 2005.

Brown said; “The third quarter results reflected positive operating performance due to the dedicated efforts of our Stater Bros. Family members, despite continued competitive pricing pressures. We remain committed to our ‘Valued Customers’ to provide a friendly and satisfying shopping experience on each and every one of their visits to our supermarkets and maintain our commitment to being the low price leader.”

Stater Bros. Holdings Inc. is the largest privately held Supermarket Chain in Southern 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” diary products in Southern California.

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 Statements of Income
(In thousands)
Unaudited

	13 Weeks Ended						39 Weeks Ended
	06/26/05			06/25/06			06/26/05			06/25/06
Sales	$	840,430		$	885,948		$	2,522,347		$	2,616,502
Gross profit		231,595			229,700			666,846			688,927
Operating expenses
Selling, general and administrative expenses		196,380			193,451			574,876			590,227
Depreciation and amortization		10,090			11,898			29,187			33,315
Total operating expenses		206,470			205,349			604,063			623,542
Operating profit		25,125			24,351			62,783			65,385
Interest income		1,864			2,627			4,525			7,515
Interest expense		(14,530	)		(14,731	)		(43,204	)		(44,271	)
Other expenses, net		(282	)		(702	)		(581	)		(1,395	)
Income before income taxes		12,177			11,545			23,523			27,234
Income taxes		4,901			5,803			9,384			11,984
Net income	$	7,276		$	5,742		$	14,139		$	15,250

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

	9/25/05			06/25/06
Assets
Current assets
Cash	$	263,397		$	194,472
Restricted cash		29,000			24,121
Receivables		45,006			46,505
Inventories		185,302			203,559
Other		31,122			30,561
Total current assets		553,827			499,218
Property and equipment, net		467,937			506,426
Deferred debt issuance costs, net		19,011			16,727
Other assets		14,594			18,012
Total assets	$	1,055,369		$	1,040,383
Liabilities and stockholder’s deficit
Current liabilities
Accounts payable	$	144,298		$	156,004
Accrued expenses and other liabilities		129,200			100,701
Current portion of capital lease obligations		1,190			1,136
Total current liabilities		274,688			257,841
Long-term debt		700,000			700,000
Capital lease obligations, less current portion		8,292			7,524
Other long-term liabilities		85,784			91,913
Total stockholder’s deficit		(13,395	)		(16,895	)
Total liabilities and stockholder’s deficit	$	1,055,369		$	1,040,383