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): February 12, 2008

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.)
301 S. Tippecanoe Avenue San Bernardino, California	92408
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (909) 733-5000

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 2.02 Results of Operations and Financial Condition

On February 12, 2008, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Holdings Inc. Sales and Profits Increase in 1^st Quarter.” 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 February 12, 2008, entitled “Stater Bros. Holdings Inc. Sales and Profits Increase in 1^st Quarter.”

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: February 14, 2008

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Text of press release, dated February 12, 2008, entitled “Stater Bros. Holdings Inc. Sales and Profits Increase in 1st Quarter.”

EX-99.1

Exhibit 99.1
Contact:
Phil Smith
Stater Bros. Holdings Inc.
(909)733-5287

PRESS RELEASE
For Immediate Release
Tuesday, February 12, 2008

STATER BROS. HOLDINGS INC. SALES AND PROFITS INCREASE
IN 1^ST QUARTER

SAN BERNARDINO, CALIFORNIA.-February 12, 2008: Today, Jack H. Brown, Chairman, President and Chief Executive Officer of Stater Bros. Holdings Inc. announced financial results for the first quarter of fiscal 2008 ended December 30, 2007.

Sales for the thirteen week first quarter ended December 30, 2007, increased 4.3% to $943.0 million compared to $904.4 million for the thirteen weeks ended December 24, 2006. The timing of the Christmas holiday added one more sales day in first quarter of fiscal 2007 compared to the first quarter of fiscal 2008. Christmas day, the only day that the Company’s stores are closed, fell in the second quarter of fiscal 2007 and in the first quarter of fiscal 2008. After taking into consideration the effect of Christmas day, like store sales increased 3.3% for the thirteen weeks ended December 30, 2007 compared to the thirteen weeks ended December 24, 2006.

The Company reported net income for the thirteen week first quarter ended December 30, 2007 of $10.8 million compared to net income of $9.9 million for the thirteen week first quarter ended December 24, 2006.

Brown said; “The first quarter results were in line with management’s projections as we remain committed to being the low price leader while providing a friendly and satisfying shopping experience to our “Valued Customers” on each and every one of their visits to our Supermarkets. Our transition into our new Corporate Office and Distribution Center is on schedule and moving along as planned.”

Stater Bros. Holdings Inc. is the largest privately held Supermarket Chain in Southern California and operates 164 supermarkets through its wholly owned subsidiary, Stater Bros. Markets.

For information contact: Jack H. Brown, Chairman, President and Chief Executive Officer at (909) 733-5000.

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

	09/30/07		12/30/07
Assets
Current assets
Cash and cash equivalents	$	277,062	$	209,473
Restricted cash		8,121		5,621
Receivables, net		46,391		53,818
Inventories		202,073		212,875
Other		34,965		35,203
Total current assets		568,612		516,990
Property and equipment, net		629,644		665,854
Deferred debt issuance costs, net		17,671		16,869
Other		54,351		56,000
Total assets	$	1,270,278	$	1,255,713
Liabilities and stockholder’s equity
Current liabilities
Accounts payable	$	187,978	$	184,979
Accrued expenses and other liabilities		142,597		113,577
Current portion of capital lease obligations		1,008		1,044
Total current liabilities		331,583		299,600
Long-term debt		810,000		810,000
Capital lease obligations, less current portion		6,285		6,010
Other long-term liabilities		113,131		120,073
Total stockholder’s equity		9,279		20,030
Total liabilities and stockholder’s equity	$	1,270,278	$	1,255,713

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

	13 Weeks			13 Weeks
	Ended			Ended
	12/24/06			12/30/07
Sales	$	904,354		$	943,030
Gross profit		241,890			244,429
Operating expenses:
Selling, general and administrative expenses		201,801			204,318
Depreciation and amortization		11,884			12,908
Total operating expenses		213,685			217,226
Operating profit		28,205			27,203
Interest income		2,826			2,391
Interest expense		(14,285	)		(13,581	)
Other income (expenses), net		(171	)		1,875
Income before income taxes		16,575			17,888
Income taxes		6,673			7,137
Net income	$	9,902		$	10,751