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                                                                       EXHIBIT 8

                                LATHAM & WATKINS
                                ATTORNEYS AT LAW
                       633 WEST FIFTH STREET, SUITE 4000
                       LOS ANGELES, CALIFORNIA 90071-2007


                                 July 22, 1996


Ralphs Grocery Company
1100 West Artesia Boulevard
Compton, California 90220

        Re:     RALPHS GROCERY COMPANY
                REGISTRATION STATEMENT ON FORM S-4 (FILE NO. 333-07005)

Ladies and Gentlemen:

        You have requested our opinion concerning the material federal income
tax consequences of the exchange of 10.45% Senior Notes due 2004 of Ralphs
Grocery Company (the "Company") which have been registered under the Securities
Act of 1933, as amended, for outstanding 10.45% Senior Notes due 2004 of the
Company, in connection with the Registration Statement on Form S-4 filed
herewith (the "Registration Statement").

        The facts, as we understand them, and upon which with your permission
we rely in rendering the opinion expressed herein, are set forth in the
Registration Statement.  Based on such facts, it is our opinion that the
material federal income tax consequences are accurately set forth under the
heading "Certain Federal Income Tax Considerations" in the Registration
Statement.  No opinion is expressed as to any matter not discussed therein.

        This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively.  Also, any variation
or difference in the facts from those set forth in the Registration Statement
may affect the conclusion stated herein.

        This opinion is rendered to you solely for use in connection with the
Registration Statement.  We consent to your filing this opinion as an exhibit
to the Registration Statement and to the reference to our firm under the
headings "Certain Federal Income Tax Considerations" and "Legal Matters."

                                Very truly yours,
                                

                                LATHAM & WATKINS