UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SMITH'S FOOD & DRUG CENTERS, INC.
(Name of Issuer)
Class B Common Stock, $0.01 par value
(Title of Class of Securities)
83238810
(CUSIP Number)
Austin D. Kim, Esq.
Transamerica Corporation
600 Montgomery Street
San Francisco, CA 94111
(415) 983-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 3, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box. []
Check the following box if a fee is being paid with this
statement. [] (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
-1-<PAGE>
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
-2-<PAGE>
1 Name of Reporting Person TRANSAMERICA CORPORATION
IRS Identification No. of Above Person 94-0932740
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b)
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization Delaware
Sole Voting Power 513,000
NUMBER OF 7
SHARES
BENEFICIALLY Shared Voting Power 1,744,534*
OWNED BY EACH 8 * See Note to Item 5
REPORTING
PERSON WITH
9 Sole Dispositive Power 513,000
10 Shared Dispositive Power 1,744,534*
* See Note to Item 5
11 Aggregate Amount Beneficially Owned by Each Reporting
Person $1,744,534*
* See Note to Item 5
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares
13 Percent of Class Represented by Amount in Row 11 16.42%
14 Type of Reporting Person HC
-3-<PAGE>
Transamerica Corporation hereby amends, as set forth below,
its Statement on Schedule 13D filed on August 7, 1996 (the
"Statement") relating to the Class B Common Stock of Smith's
Food & Drug Centers, Inc. Capitalized terms used herein
that are not otherwise defined shall have the meanings given
to them in the Statement.
Item 5. Interest in Securities of the Issuer
The response to Item 5 is amended by replacing the
first two paragraphs with the following:
(a), (b), (c) and (d) As of October 21, 1996,
Transamerica directly owned, and had sole voting and
dispositive power with respect to, 513,000 shares of Class B
Common Stock. According to the Issuer's Form 10-Q filed on
August 14, 1996, the number of shares of Class B Common
Stock outstanding as of July 27, 1996 was 10,622,969. Based
on such information, the 513,000 shares of Class B Common
Stock directly owned by Transamerica represent approximately
4.83% of the class. See Annex B with respect to
transactions by Transamerica in Class B Common Stock, all of
which were effected through broker-dealers. None of
Transamerica's directors or executive officers beneficially
owns any shares of Class B Common Stock.
In addition, certain subsidiaries of Transamerica
that are eligible to file Schedule 13G pursuant to Rule 13d-
1 may be deemed to beneficially own an additional 1,231,534
shares (including 1,184,201 shares owned for the benefit of
investment advisory clients of one of Transamerica s
subsidiaries) of Class B Common Stock. Such shares
represent an additional 11.59% of the class.
-4-<PAGE>
Signature
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
October 22, 1996
TRANSAMERICA CORPORATION
By /s/ Richard N. Latzer
____________________________
Richard N. Latzer
Senior Vice President and
Chief Investment Officer
-5-<PAGE>
ANNEX B
Transactions in Class B Common Stock
Transamerica has acquired 45,100 shares of Class B Common
Stock in open market transactions since August 6, 1996 at
the prices and in the amounts shown below.
Price Per Share ($)
Date No. of Shares (excluding commissions)
August 8 5,000 27.3693
August 12 17,900 27.4464
August 13 4,200 27.4103
September 6 5,000 28.25
October 3 13,000 27.3266
-6-<PAGE>
