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 6, 2007

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 6, 2007, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Holdings Inc. Announces Commencement of Exchange Offer.” A copy of this press release is attached hereto and incorporated by reference as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

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

(d)	Exhibits
	99.1 Text of press release, dated August 6, 2007, entitled “Stater Bros. Holdings Inc. Announces Commencement of Exchange Offer.”

The information contained in this report, including the exhibit included herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference in any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing. The furnishing of the information in this report, including the exhibits furnished herewith, is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information.

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 7, 2007

EXHIBIT INDEX

Exhibit	Description
99.1	Text of press release, dated August 6, 2007, entitled “Stater Bros. Holdings Inc. Announces Commencement of Exchange Offer.”

EX-99.1

Exhibit 99.1
Contact:
Phil Smith
Stater Bros. Holdings
(909) 783-5287

PRESS RELEASE
For Immediate Release
Monday, August 06, 2007

STATER BROS. HOLDINGS INC. ANNOUNCES COMMENCEMENT OF EXCHANGE OFFER

COLTON, California (August 6, 2007) — Stater Bros. Holdings Inc. (“Stater Bros.”) announced that on August 6, 2007, it commenced an offer to exchange (the “Exchange Offer”) an aggregate principal amount of up to $285,000,000 newly issued 7 ³/4% Senior Notes due 2015 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended, for a like principal amount of its issued and outstanding privately placed 7 ³/4% Senior Notes due 2015. The New Notes will be guaranteed on a senior basis by Stater Bros. Markets and Stater Bros. Development, Inc., the wholly-owned subsidiaries of Stater Bros., and Santee Dairies, Inc. and Super Rx, Inc., the indirect subsidiaries of Stater Bros.

The Exchange Offer will expire on September 5, 2007, at 5:00 p.m., New York City time, unless the Exchange Offer is extended by Stater Bros.

This press release is for informational purposes only and is not intended to serve as a solicitation to buy securities or an offer to sell securities. The Exchange Offer is being made, and the New Notes are being offered, solely pursuant to the Prospectus dated August 6, 2007 and the related Letter of Transmittal which more fully set forth the terms of the Exchange Offer. You should rely only on the information contained in the Prospectus. The Company has not authorized any person to provide information other than as set forth in the Prospectus.

The Bank of New York Trust Company, N.A. has been appointed as the exchange agent for the Exchange Offer. Requests for assistance or documents should be directed to Carolle Montreuil of The Bank of New York at (212) 298-1915.

Company Information

Stater Bros. Holdings Inc. is the largest privately held supermarket chain in Southern California and operates 163 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, and Super Rx, Inc.

STATER BROS. MARKETS...SERVING SOUTHERN CALIFORNIA FOR 70 GOLDEN YEARS
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