UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
December 30, 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. []
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.
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).<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) [ ]
(b) [x]
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
NUMBER OF 7 Sole Voting Power 0
SHARES
BENEFICIALLY
OWNED BY EACH 8 Shared Voting Power 2,788,534*
REPORTING * See Note to Item 5
PERSON WITH
9 Sole Dispositive Power 0
10 Shared Dispositive Power 2,788,534*
* See Note to Item 5
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,788,534*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares
13 Percent of Class Represented by Amount in Row 11 26.1%
14 Type of Reporting Person HC<PAGE>
Transamerica Corporation hereby amends, as set forth below,
its Statement on Schedule 13D filed on August 7, 1996 and
amended on October 24, 1996, and December 16, 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 and restated in
its entirety as follows:
(a), (b), (c) and (d) As of February 13, 1997,
Transamerica directly owned 610,000 shares of Class B Common
Stock. According to the Issuer's Form 10-Q filed on
November 13, 1996, the number of shares of Class B Common
Stock outstanding as of October 26, 1996 was 10,684,087.
Based on such information, the 610,000 shares of Class B
Common Stock directly owned by Transamerica represent
approximately 5.71% 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.
Transamerica may be deemed to beneficially own
2,788,534 shares, which, based on the foregoing information,
represent approximately 26.1% of the class. Such number
includes 2,178,534 shares (including 218,000 shares owned for
the benefit of non-affiliate investment advisory clients of
one of Transamerica's subsidiaries) owned by direct and
indirect subsidiaries of Transamerica that are eligible to
file Schedule 13G pursuant to Rule 13d-1.*
None of Transamerica's directors or executive
officers beneficially owns any shares of Class B Common
Stock.
* Note: Management of the affairs of
Transamerica's subsidiaries, including decisions respecting
dispositions and/or voting of the shares of the Class B
Common Stock beneficially owned by such subsidiaries, resides
in the respective officers and directors of the subsidiaries
and is not directed by Transamerica or other subsidiaries.
Accordingly, the filing of this Schedule 13D by Transamerica
is not intended as, and should not be deemed as, an
acknowledgement of beneficial ownership or shared voting or
dispositive power by Transamerica of the shares of the
Class B Common Stock beneficially owned by its subsidiaries,
and such beneficial ownership or attribution or shared voting
or dispositive power is expressly disclaimed.
(e) Not applicable.<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.
February 14, 1997
TRANSAMERICA CORPORATION
By /s/ Richard N. Latzer
__________________________
Richard N. Latzer
Senior Vice President and
Chief Investment Officer<PAGE>
ANNEX B
Transactions in Class B Common Stock
Transamerica has acquired 90,000 shares of Class B Common
Stock in open market transactions since December 12, 1996, at
the prices and in the amounts shown below.
No. of Average Price Per Share
Date Shares ($) (excluding commissions)
January 15, 1997 10,000 24.625
January 20 5,000 24.25
January 24 10,000 25.00
January 27 10,000 24.625
January 28 10,000 26.755
February 5 45,000 27.0073<PAGE>
