STAR MARKETS CO INC
8-K, 1999-10-20
GROCERY STORES
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                                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) September 30, 1999
                                                      ------------------

                         STAR MARKETS COMPANY, INC.
                         --------------------------
           (Exact name of registrant as specified in its charter)

                                MASSACHUSETTS
                                -------------
       (State or other jurisdiction of incorporation or organization)

              33-86690                            04-3243710
              --------                            ----------
      (Commission File Number)      (I.R.S. Employer Identification Number)

        625 MT. AUBURN STREET, CAMBRIDGE, MA           02138
        ------------------------------------           -----
      (Address of principal executive offices)      (Zip Code)

                               (617) 528-2550
                               --------------
            (Registrant's telephone number, including area code)


                                     NONE
                                     ----
            (Former name, former address and former fiscal year,
                        if changed since last report)


                         STAR MARKETS COMPANY, INC.

Item 5.  Other Events

Star Markets Company, Inc. (the "Company") has called for redemption on
November 1, 1999 (the "Redemption Date") all of the 13% Senior Subordinated
Notes due 2004 (the "Notes") at the redemption price of 106.5% of the
principal amount together with accrued interest to the Redemption Date
outstanding on such date.  On and after the Redemption Date the interest on
the Notes will cease to accrue. State Street Bank and Trust Company (the
"Trustee") has sent a Notice of Redemption of 13% Senior Subordinated Notes
due 2004 dated September 30, 1999, to each holder of the Notes in accordance
with the terms of the Indenture dated as of November 1, 1994, between the
Company and the Trustee..

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

      (c) Exhibits

          Exhibits      Description of Exhibits
          --------      -----------------------
            10(v)       Notice of Redemption of Star Markets Company, Inc.
                        13% Senior Subordinated Notes due November 1, 2004.


                                 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 hereunto duly authorized.

                                         Star Markets Company, Inc.
                                         --------------------------
                                                  (Company)

Date:  October 20, 1999                  By: /s/John Flaherty
       ----------------                      ----------------
                                                John Flaherty
                                                Treasurer,
                                                chief accounting officer



                         STAR MARKETS COMPANY, INC.

                            NOTICE OF REDEMPTION
                                     OF
                   13% SENIOR SUBORDINATED NOTES DUE 2004

                           CUSIP NO.: 855151 AB 2

      NOTICE IS HEREBY GIVEN, pursuant to Section 3.03 of the Indenture
dated as of November 1, 1994, between Star Markets Company, Inc., a
Massachusetts corporation (the "Company") and State Street Bank and
Trust Company, as trustee (the "Indenture"), that the Company has
called for redemption on November 1, 1999 (the "Redemption Date") all
of the 13% Senior Subordinated Notes due 2004 (the "Notes") at the
redemption price of 106.5% of the principal amount together with
accrued interest to the Redemption Date (the "Redemption Price")
outstanding on such date.  On and after the Redemption Date the
interest on the Notes will cease to accrue.  Redemption of the Notes is
being made at the option of the Company pursuant to Article 3 of the
Indenture and Sections 5 and 6 of the Notes.

      Payment of the Redemption Price will be made upon presentation
and surrender of the Notes to State Street Bank and Trust Company (the
"Paying Agent") at the following addresses:

             By Mail:                       By Hand or Overnight
Courier:
             --------                       ---------------------------
- --
State Street Bank and Trust Company      State Street Bank and Trust
Company
Corporate Trust Department               Corporate Trust Department
P.O. Box 778                             2 Avenue de Lafayette
Boston, MA 02102-0778                    Boston, MA 02111

The method of delivery of the Notes to the Paying Agent is at the
option and risk of the holder of the Notes.  Questions and requests for
assistance on how to submit your Note certificates should be directed
to the Paying Agent at the address for hand delivery set forth above or
by telephoning 1-800-531-0368.

      Under federal income tax law, the Paying Agent may be obligated
to withhold 31% of the Redemption Price from any holder who fails to
provide the paying Agent with such holder's correct taxpayer
identification number and a certification that such holder is not
subject to backup withholding.  Holders who wish to avoid the
application of these provisions regarding backup withholding should
submit a completed Form W-9 to the Paying Agent when presenting their
Notes for redemption.

      No representation is hereby made as to the correctness or
accuracy of the CUSIP number listed on this Notice or printed on the
Notes.

                                         State Street Bank and Trust
                                         Company, as Trustee

Dated: September 30, 1999




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