QUALITY FOOD CENTERS INC
15-15D, 1998-03-27
GROCERY STORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under
Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                                         Commission File Number 0-15590
                                                                ----------------
  Quality Food Centers, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

  10112 N.E. 10th Street, Bellevue, Washington 98004       (425) 455-3761
- --------------------------------------------------------------------------------
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

              Common Stock, par value $.001 per share; 8.70% Senior
                           Subordinated Notes due 2007
- --------------------------------------------------------------------------------
                            (Title of each class of
                        securities covered by this Form)

  None
- --------------------------------------------------------------------------------
              (Titles of all other classes of securities for which
                  a duty to file reports under section 13(a) or
                                 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

     Rule 12g - 4(a)(1)(i)     [ X ]       Rule 12h - 3(b)(1)(i)         [ X ]
     Rule 12g - 4(a)(1)(ii)    [   ]       Rule 12h - 3(b)(1)(ii)        [   ]
     Rule 12g - 4(a)(2)(i)     [   ]       Rule 12h - 3(b)(2)(i)         [   ]
     Rule 12g - 4(a)(2)(ii)    [   ]       Rule 12h - 3(b)(2)(ii)        [   ]
                                           Rule 15d - 6                  [   ]

     Approximate number of holders of record of each of the Common Stock and the
Notes as of the certification or notice date: One

     Pursuant to the requirements of the Securities Exchange Act of 1934,
Quality Food Centers, Inc. has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.

Date: March 27, 1998         By: MARC W. EVANGER
                                 -----------------------------------------------
                                 Marc W. Evanger, Senior Vice President,
                                 Chief Financial Officer and Assistant Secretary

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.


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