EXHIBIT 23.3
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
   
As independent public accountants, we hereby consent to the inclusion in this
Amendment No. 4 to Form S-4 Registration Statement No. 333-35457 of our report
dated September 19, 1996, (except with respect to the matter discussed in the
eighth paragraph of Note 5, as to which the date is June 27, 1997), with respect
to the consolidated balance sheet of Randall's Food Markets, Inc. and
subsidiaries as of June 29, 1996; and the related consolidated statements of
operations, redeemable stock and stockholders' equity and cash flows for the
years ended June 29, 1996 and June 24, 1995, and to all references to our firm
included in this Registration Statement.
    
 
/s/ ARTHUR ANDERSEN LLP
 
ARTHUR ANDERSEN LLP
 
   
Houston, Texas
December 19, 1997