FORM 10-Q




                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549





                         -------------------------------


                                    FORM 10-Q



                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


   For 13 Weeks Ended: May 2, 2002             Commission File Number: 1-6187



                                ALBERTSON'S, INC.
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)


           Delaware                                      82-0184434
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


250 Parkcenter Blvd., P.O. Box 20, Boise, Idaho                          83726
-----------------------------------------------                       ----------
                  (Address)                                           (Zip Code)


       Registrant's telephone number, including area code: (208) 395-6200
                                                           --------------


     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.   Yes   X   No
                                                -----    -----

     Number of Registrant's $1.00 par value
     common shares outstanding at June 6, 2002:      407,040,939


                                       1
<PAGE>
                                                                       FORM 10-Q


                          PART I. FINANCIAL INFORMATION

                                ALBERTSON'S, INC.
                              CONSOLIDATED EARNINGS
                       (in millions except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                        13 WEEKS ENDED
                                                           ------------------------------------------
                                                                May 2, 2002            May 3, 2001
                                                           -------------------    -------------------

<S>                                                                 <C>                    <C>
Sales                                                               $ 8,921                $ 8,994
Cost of sales                                                         6,314                  6,423
                                                           -------------------    -------------------
Gross profit                                                          2,607                  2,571

Selling, general and administrative expenses                          2,119                  2,153
Restructuring charges                                                    15
Merger-related credits                                                                         (14)
                                                           -------------------    -------------------
Operating profit                                                        473                    432

Other expense:
  Interest, net                                                        (107)                  (108)
  Other, net                                                             (3)                   (11)
                                                           -------------------    -------------------

Earnings from continuing operations before income taxes                 363                    313
Income tax expense                                                      141                    129
                                                           -------------------    -------------------
Net earnings from continuing operations                                 222                    184

Discontinued operations:
  Operating (loss) income                                              (454)                     3
  Tax (benefit) expense                                                (151)                     1
                                                           -------------------    -------------------
Net (loss) earnings from discontinued operations                       (303)                     2
                                                           -------------------    -------------------

NET (LOSS) EARNINGS                                                 $   (81)               $   186
                                                           -------------------    -------------------

(LOSS) EARNINGS PER SHARE:
  Basic                                                              $(0.20)                $ 0.46
  Diluted                                                            $(0.20)                $ 0.46

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
  Basic                                                                 407                    405
  Diluted                                                               410                    408
</TABLE>




See Notes to Consolidated Financial Statements.

                                       2
<PAGE>
                                                                       FORM 10-Q


                                ALBERTSON'S, INC.
                           CONSOLIDATED BALANCE SHEETS
                                  (in millions)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                           May 2, 2002             January 31,2002
                                                                               -------------------------    ------------------------
<S>                                                                                           <C>                         <C>
                   ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                                                   $    383                    $     85
  Accounts and notes receivable, net                                                               605                         681
  Inventories                                                                                    2,942                       3,196
  Prepaid expenses                                                                                 137                         149
  Assets held for sale                                                                             572                         326
  Deferred income taxes                                                                            270                         172
                                                                               -------------------------    ------------------------
                TOTAL CURRENT ASSETS                                                             4,909                       4,609

LAND, BUILDINGS AND EQUIPMENT (net of accumulated depreciation and
  amortization of $5,672 and $5,753, respectively)                                               8,676                       9,282

GOODWILL                                                                                         1,399                       1,468

INTANGIBLES, net                                                                                   201                         210

OTHER ASSETS                                                                                       366                         398
                                                                               -------------------------    ------------------------
                                                                                              $ 15,551                    $ 15,967
                                                                               =========================    ========================

     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                                            $  1,916                    $  2,093
  Salaries and related liabilities                                                                 499                         584
  Taxes other than income taxes                                                                    153                         153
  Income taxes payable                                                                             102                          51
  Self-insurance                                                                                   200                         198
  Unearned income                                                                                   92                          88
  Restructuring reserves                                                                            99                          61
  Current portion of capitalized lease obligations                                                  13                          14
  Current maturities of long-term debt                                                              35                         123
  Other                                                                                            206                         217
                                                                               -------------------------    ------------------------
                TOTAL CURRENT LIABILITIES                                                        3,315                       3,582

LONG-TERM DEBT                                                                                   5,057                       5,060

CAPITALIZED LEASE OBLIGATIONS                                                                      281                         276

SELF-INSURANCE                                                                                     314                         307

DEFERRED INCOME TAXES                                                                               63                          71

OTHER LONG-TERM LIABILITIES AND DEFERRED CREDITS                                                   748                         756

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Preferred stock - $1.00 par value; authorized - 10 shares; designated -
     3 shares of Series A Junior Participating; issued - none
   Common stock - $1.00 par value; authorized - 1,200 shares; issued -
     407 shares and 407 shares, respectively                                                       407                         407
   Capital in excess of par                                                                        110                          94
   Accumulated other comprehensive loss                                                            (19)                        (19)
   Retained earnings                                                                             5,275                       5,433
                                                                               -------------------------    ------------------------
                                                                                                 5,773                       5,915
                                                                               -------------------------    ------------------------
                                                                                              $ 15,551                    $ 15,967
                                                                               =========================    ========================
</TABLE>

See Notes to Consolidated Financial Statements.

                                       3
<PAGE>
                                                                       FORM 10-Q


                                ALBERTSON'S, INC.
                             CONSOLIDATED CASH FLOWS
                                  (in millions)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                   13 WEEKS ENDED
                                                                                    -------------------------------------------
                                                                                           May 2, 2002             May 3, 2001
                                                                                    --------------------    -------------------

<S>                                                                                           <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) earnings                                                                         $    (81)               $    186
    Adjustments to reconcile net earnings to net cash provided by operating
    activities:
      Depreciation and amortization                                                                251                     248
      Goodwill amortization                                                                                                 14
      Restructuring and other noncash charges                                                      416
      Noncash merger-related credits                                                                                       (13)
      Net loss on asset sales                                                                        9                      14
      Net deferred income taxes and other                                                         (101)                      1
      Decrease in cash surrender value of Company-owned life insurance                               4                      11
    Changes in operating assets and liabilities:
        Receivables and prepaid expenses                                                            86                       9
        Inventories                                                                                218                     (31)
        Accounts payable                                                                          (177)                     94
        Other current liabilities                                                                   (5)                    103
        Self-insurance                                                                               8                      13
        Unearned income                                                                              5                     (10)
        Other long-term liabilities                                                                 (9)                    (36)
                                                                                    --------------------    -------------------
  Net cash provided by operating activities                                                        624                     603

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                                            (288)                   (338)
  Proceeds from disposal of land, building and equipment                                            42                      11
  Proceeds from disposal of assets held for sale                                                    69                      15
  Decrease (increase) in other assets                                                               13                     (17)
                                                                                    --------------------    -------------------
  Net cash used in investing activities                                                           (164)                   (329)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term borrowings                                                                                       604
  Net commercial paper and bank line activity                                                                             (385)
  Payments on long-term borrowings                                                                 (95)                    (19)
  Cash dividends paid                                                                              (77)                    (77)
  Proceeds from stock options exercised                                                             10
                                                                                    --------------------    -------------------
  Net cash (used in) provided by financing activities                                             (162)                    123
                                                                                    --------------------    -------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                          298                     397

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                    85                      57
                                                                                    --------------------    -------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $    383                $    454
                                                                                    ====================    ===================
</TABLE>

See Notes to Consolidated Financial Statements.

                                       4
<PAGE>
                                                                       FORM 10-Q


                                ALBERTSON'S, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (dollars in millions, except per share data)
                                   (unaudited)

Description of Business
   Albertson's,  Inc. (the Company) is incorporated  under the laws of the State
of Delaware  and is the  successor  to a business  founded by J.A.  Albertson in
1939.  Based on sales,  the Company is one of the world's  largest food and drug
retailers.

   As of  May  2,  2002,  the  Company  operated  2,315  stores  in 33  Western,
Midwestern,   Eastern  and  Southern   states  and  19   distribution   centers,
strategically  located in the  Company's  operating  markets.  The Company  also
operated 186 fuel centers near existing stores.

Basis of Presentation
   The accompanying  unaudited  consolidated  financial  statements  include the
results of  operations,  account  balances and cash flows of the Company and its
subsidiaries. All material intercompany balances have been eliminated.

   In  the  opinion  of  management,  the  accompanying  unaudited  consolidated
financial statements include all adjustments necessary to present fairly, in all
material  respects,  the  results of  operations  of the Company for the periods
presented.  The  statements  have been  prepared by the Company  pursuant to the
rules  and  regulations  of the  Securities  and  Exchange  Commission.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America have been  condensed or omitted  pursuant to such rules
and regulations. It is suggested that these consolidated financial statements be
read in conjunction with the consolidated  financial statements and accompanying
notes  included in the Company's  2001 Annual Report on Form 10K. The results of
operations for the 13 weeks ended May 2, 2002, are not necessarily indicative of
results for a full year.

   The  Company's  Consolidated  Balance  Sheet at January  31,  2002,  has been
derived from the audited consolidated financial statements at that date.

   The  preparation  of the  Company's  consolidated  financial  statements,  in
conformity with accounting principles generally accepted in the United States of
America, requires management to make estimates and assumptions.  These estimates
and  assumptions  affect the reported  amounts of assets and liabilities and the
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from these estimates.

Inventory
   Net  income  reflects  application  of the LIFO  method  of  valuing  certain
inventories, based upon estimated annual inflation ("LIFO Indices"). Albertson's
recorded  pretax  LIFO  expense of $5 and $8 for the 13 weeks ended May 2, 2002,
and May 3, 2001,  respectively.  Actual LIFO Indices are  calculated  during the
fourth quarter of the year based upon a statistical sampling of inventories.

Earnings Per Share ("EPS")
   Basic EPS is based on the weighted average outstanding common shares. Diluted
EPS is based on the weighted average  outstanding shares reduced by the dilutive
effect of stock options.


                                       5
<PAGE>
                                                                       FORM 10-Q


The following table details the computation of EPS (shares in millions):

<TABLE>
<CAPTION>
                                                                                            13 WEEKS ENDED
                                                                     ---------------------------------------------------------
                                                                               May 2, 2002                     May 3, 2001
                                                                     ----------------------------    -------------------------
                                                                            Diluted       Basic           Diluted     Basic
                                                                     --------------- ------------    ------------- -----------
<S>                                                                           <C>         <C>               <C>        <C>
Net (loss) earnings                                                           $(81)       $(81)             $186       $186
                                                                     =============== ============    ============= ===========

Weighted average common shares outstanding                                     407         407               405        405
Potential common share equivalents                                               3                             3
                                                                     --------------- ------------    ------------- -----------

Weighted average shares outstanding                                            410         407               408        405
                                                                     =============== ============    ============= ===========
(Loss) earnings per common share and common share equivalent                $(0.20)     $(0.20)            $0.46      $0.46
                                                                     =============== ============    ============= ===========

Calculation of potential common share equivalents:
  Options to purchase potential common shares                                   17                            11
  Potential common shares assumed purchased with proceeds                      (14)                           (8)
                                                                     ---------------                 -------------
  Potential common share equivalents                                             3                             3
                                                                     ===============                 =============

Calculation of potential common shares assumed purchased with potential
 proceeds:
  Potential proceeds from exercise of options to purchase common
    shares                                                                   $ 449                         $ 252
  Common stock price used under the treasury stock method                   $31.76                        $29.52
  Potential common shares assumed purchased with potential
    proceeds                                                                    14                             8
</TABLE>

   Anti-dilutive  shares  totaling 13 million and 16 million have been  excluded
from potential common share  equivalents for the 13 weeks ended May 2, 2002, and
May 3, 2001, respectively.

Comprehensive Income
   Comprehensive income refers to revenues,  expenses, gains and losses that are
not included in net earnings but rather are recorded  directly in  stockholders'
equity. Items of comprehensive income other than net earnings were insignificant
for the periods ended May 2, 2002, and May 3, 2001.

Reclassifications
   Certain reclassifications have been made in prior year's financial statements
to conform to classifications used in the current year.

Reporting Periods
   The  Company's  quarterly  reporting  periods  are  generally  13  weeks  and
periodically  consist of 14 weeks  because the fiscal year ends on the  Thursday
nearest to January 31 each year.

Discontinued Operations / Market Exits
   On March 13, 2002, the Company's Board of Directors approved the second phase
of the Company's restructuring plan designed to improve future financial results
and to  drive  future  competitiveness.  This  phase of the  plan  included  the
complete  exit of certain  markets  through the sale or closure of 95 stores and
two distribution  centers. The operations and resulting gains and losses related
to these  market  exits have been  included in  discontinued  operations  in the
Company's Consolidated Earnings statement.  Discontinued operations presentation
is required due to the Company's  adoption of Statement of Financial  Accounting
Standard (SFAS) No. 144 (refer to "Recently Adopted Accounting Standards").

                                       6
<PAGE>
                                                                       FORM 10-Q

   Discontinued  operations consisted of sales of $256 and $337 for the 13 weeks
ended May 2, 2002, and May 3, 2001,  respectively,  and a pre-tax (loss) gain of
$(454)  and $3,  respectively.  For the 13 weeks  ended  May 2,  2002,  the $454
pre-tax loss consisted of operating losses of $10 and $444 of asset impairments,
lease  liabilities  and other costs.  The following  table  presents the $444 of
pre-tax charges, incurred by category of expenditure,  and related restructuring
reserves included in the Company's Consolidated Balance Sheets:

<TABLE>
<CAPTION>
                                                                                        Other Period
                                         Asset Impairments      Lease Liabilities              Costs              Total
                                        -------------------    -------------------    ---------------     --------------
<S>                                                 <C>                      <C>               <C>               <C>
  Additions                                         $ 401                    $ 26              $ 17              $ 444
  Utilization                                        (401)                                       (9)              (410)
                                        -------------------    -------------------    ---------------     --------------
Balance at May 2, 2002                              $   -                    $ 26              $  8              $  34
                                        ===================    ===================    ===============     ==============
</TABLE>

   As  part  of the  Company's  market  exit  plan,  all 95  stores  and the two
distribution  centers  identified  for sale or closure were  evaluated for lease
liability  or asset  impairment,  including  goodwill,  in  accordance  with the
Company's policy.

   Other period costs consist of benefits paid in connection  with  notification
regulations and negotiated contract terminations.

   As of May 2, 2002,  assets  related to  discontinued  operations  of $350 are
included with assets held for sale in the Company's Consolidated Balance Sheets.
These assets include land,  buildings,  equipment,  leasehold  improvements  and
inventory  and  are  being  actively  marketed.  As  of May 2,  2002,  57 of the
95  stores  had  been  closed.  In  addition,  62  of  the  95  stores  and  one
distribution  center had been sold or were under  contract for sale as of May 2,
2002.

Restructuring
   On July 17, 2001, the Company's Board of Directors approved the initial phase
of a  restructuring  plan designed to improve  future  financial  results and to
drive future competitiveness.  The plan included certain exit costs and employee
termination   benefits,  as  described  below,  that  will  be  incurred  within
approximately one year of the Board approval date.

<TABLE>
<CAPTION>
         Action                                                             Status
         ------                                                             ------

<S>      <C>                                                                <C>
         Reduction in administrative and corporate overhead                 Substantially complete

         Closing of 165 underperforming retail stores                       139 closed as of May 2, 2002

         Consolidation and elimination of four division offices             Completed

         Process streamlining                                               Ongoing
</TABLE>


                                       7
<PAGE>
                                                                       FORM 10-Q


   As a result of this restructuring  plan, the Company recorded pre-tax charges
of $18 ($11  after  tax)  consisting  of $15  restructuring  and other and $3 of
period costs for the 13 weeks ended May 2, 2002.  The following  table  presents
the  pre-tax  charges,   incurred  by  category  of  expenditure,   and  related
restructuring reserves included in the Company's Consolidated Balance Sheets:

<TABLE>
<CAPTION>
                                                 Employee
                                          Severance Costs       Asset Impairments      Lease Liabilities          Total
                                        -------------------    --------------------    -------------------    -----------
<S>                                                  <C>                     <C>                    <C>            <C>
  Balance at January 31, 2002                        $ 11                    $  -                   $ 50           $ 61
    Adjustments                                                                10                      8             18
    Utilization                                        (3)                    (10)                    (1)           (14)
                                        -------------------    --------------------    -------------------    -----------
  Balance at May 2, 2002                             $  8                    $  -                   $ 57           $ 65
                                        ===================    ====================    ===================    ===========
</TABLE>

   Employee  severance costs consist of severance pay, health care  continuation
costs,  and  outplacement  service costs for employees who  participated  in the
Company's  Voluntary  Separation  Plan and for employees who were  terminated or
notified of  termination  under the  Company's  Involuntary  Severance  Plan. In
accordance with the  restructuring  plan,  1,341  managerial and  administrative
positions above store level were identified for termination.  As of May 2, 2002,
1,120 positions had been terminated.

   As part  of the  Company's  restructuring  plan,  all  stores  were  reviewed
utilizing  a  methodology  based on return on  invested  capital.  Based on this
review,   the   Company   identified   and   committed   to  close  and  dispose
165  underperforming  stores in 25 states.  All  stores  identified  for closure
were evaluated for lease  liability  or asset  impairment,  including  goodwill,
in  accordance  with the  Company's  policy.  As of May 2, 2002,  139 stores had
been closed.

   Assets to be  disposed  of  include  land,  buildings,  equipment,  leasehold
improvements and inventory for stores and division offices that were included in
the  restructuring  discussed  above.  These  assets are  recorded  at their net
realizable  value of $146 and reported as assets held for sale in the  Company's
Consolidated Balance Sheets.

   Other costs include  various  expenses  related to the Company's  decision to
exit certain  insignificant  businesses  and the  consolidation  of the division
offices.

Closed Store Reserves
   When  executive  management  approves and commits to closing or  relocating a
store, the remaining investment in land, building,  leasehold,  and equipment is
reviewed for impairment  and the  difference  between book value and fair market
value,  less selling costs,  is expensed.  For properties  under long-term lease
agreements,  the  present  value of any  remaining  liability  under the  lease,
discounted  using  risk-free  rates and net of expected  sublease  recovery,  is
recognized as a liability and  expensed.  The following  table shows the pre-tax
expense, and related reserves, for closed stores and other surplus property:

<TABLE>
<CAPTION>
                                                           Lease                      Asset
                                                     Liabilities                Impairments                   Total
                                              ---------------------     -----------------------     ------------------
<S>                                                         <C>                        <C>                     <C>
Balance at January 31, 2002                                 $ 39                       $  -                    $ 39
  Additions                                                    1                          5                       6
  Adjustments                                                  2                         10                      12
  Utilization                                                 (7)                       (15)                    (22)
                                              ---------------------     -----------------------     ------------------
Balance at May 2, 2002                                      $ 35                       $  -                    $ 35
                                              =====================     =======================     ==================
</TABLE>


                                       8
<PAGE>
                                                                       FORM 10-Q


   As of May 2, 2002,  $24 of the reserve  balance was  included  with  accounts
payable and the remaining $11 was included with other  liabilities  and deferred
credits in the Company's  Consolidated  Balance  Sheets.  The related assets are
recorded at their  estimated  realizable  value of $76 and  reported as property
held for sale in the Company's Consolidated Balance Sheets.

Indebtedness
   In support of the Company's  commercial paper program,  the Company has three
credit facilities  totaling $1,400.  These agreements contain certain covenants,
the most  restrictive  of which  requires  the Company to maintain  consolidated
tangible net worth,  as defined,  of at least $3,000 and a fixed charge coverage
of at least 2.7 times.  As of May 2, 2002, the Company's  consolidated  tangible
net worth, as defined,  was approximately  $4,186, and the fixed charge coverage
was 4.1 times. No borrowings were outstanding  under these credit  facilities as
of May 2, 2002.

Supplemental Cash Flow Information
   Selected cash payments and noncash activities were as follows:

<TABLE>
<CAPTION>
                                                                                   13 Weeks Ended
                                                                ----------------------------------------------------
                                                                           May 2, 2002                 May 3, 2001
                                                                ------------------------    ------------------------
<S>                                                                               <C>                          <C>
  Cash payments for:
    Income taxes                                                                  $ 45                         $ 7
    Interest, net of amounts capitalized                                           112                          36
  Noncash transactions:
    Capitalized leases incurred                                                      9                          22
    Capitalized leases terminated                                                    2
    Tax benefits related to stock options                                            1
    Decrease in cash surrender value of Company-owned
      life insurance                                                                 4                          11
    Deferred stock units expense                                                     5                           6
    Deferred tax adjustment related to stock options                                 1                           1
</TABLE>

Capital Stock
   The Board of Directors adopted a program on December 3, 2001, authorizing, at
management's  discretion,  the Company to purchase  and retire up to $500 of the
Company's common stock beginning  December 6, 2001 through December 31, 2002. As
of May 2, 2002, no purchases had been made under this program.

Recently Adopted Accounting Standards
   In June 2001, the Financial  Accounting  Standards  Board issued SFAS No. 142
"Goodwill and Other  Intangible  Assets" which requires that an intangible asset
that is acquired  shall be initially  recognized  and measured based on its fair
value.  The statement also provides that goodwill  should not be amortized,  but
shall be tested for impairment  annually,  or more  frequently if  circumstances
indicate  potential  impairment,  through  a  comparison  of fair  value  to its
carrying  amount.  The  Company  adopted  the  provision  of  SFAS  No.  142  on
February 1, 2002, and accordingly no goodwill  amortization was recorded for the
13 weeks ended May 2, 2002.  According to the  provisions of the  Standard,  the
Company is currently  analyzing the fair value of goodwill and will complete the
first step of the impairment  analysis by the end of the second quarter of 2002.
The Company has not yet concluded on any potential impairment.


                                       9
<PAGE>
                                                                       FORM 10-Q


   The  following  table  shows the  proforma  effect  of no  longer  amortizing
goodwill:

<TABLE>
<CAPTION>
                                                                                   13 Weeks Ended
                                                                ----------------------------------------------------
                                                                         May 2, 2002                   May 3, 2001
                                                                ------------------------    ------------------------
<S>                                                                           <C>                            <C>
Net (loss) earnings as reported                                                 $(81)                         $186
Add goodwill amortization, net of tax                                                                           14
                                                                ------------------------    ------------------------
Adjusted net (loss) earnings                                                    $(81)                         $200
                                                                ========================    ========================

Diluted (loss) earnings per share as reported                                 $(0.20)                        $0.46
Add goodwill amortization, net of tax                                                                         0.03
                                                                ------------------------    ------------------------
Adjusted (loss) earnings per share                                            $(0.20)                        $0.49
                                                                ========================    ========================

   Changes in the carrying amount of goodwill was as follows:

Goodwill as of January 31, 2002                                                                             $1,467
  Adjustment                                                                                                   (68)
                                                                                                    ----------------
Goodwill as of May 2, 2002                                                                                  $1,399
                                                                                                    ================
</TABLE>

   The adjustment of $68 resulted from the Company's  market exit  restructuring
plan and the write-off of goodwill associated with the discontinued operations.

   The carrying amount of intangible assets as of May 2, 2002, was as follows:

<TABLE>
<S>                                                                 <C>
Amortized:
    FMV of operating leases                                         $ 248
    Customer lists and other contracts                                 54
                                                           ----------------
                                                                      302
    Accumulated amortization                                         (169)
                                                           ----------------
                                                                      133
Non-Amortized:
    Liquor licenses                                                    39
    Pension related intangible assets                                  29
                                                           ----------------
                                                                       68
                                                           ----------------
                                                                    $ 201
                                                           ================
</TABLE>

   Amortized  intangible  assets have remaining useful lives from 2 to 38 years.
Projected amortization expense for intangible assets is: $24, $21, $18, $12, and
$7 for Fiscal 2002, 2003, 2004, 2005, and 2006, respectively.

   The Company adopted SFAS No. 144,  "Accounting for the Impairment or Disposal
of Long-Lived  Assets,"  effective  February 1, 2002. SFAS No. 144 replaces SFAS
No. 121 regarding  impairment losses on long-lived assets to be held and used or
to be disposed of. The adoption of this standard did not have a material  impact
on the  Company's  impairment  policy or net  earnings.  However,  the  standard
broadens the definition of what constitutes a discontinued operation and how the
results of a  discontinued  operation  are to be measured  and  presented.  This
resulted  in  classifying  the  operations  of  certain  stores as  discontinued
operations  in  the  Company's  Consolidated  Earnings  statement.   Under  this
standard,  a  discontinued  operation  is based on  identifiable  cash flows and
therefore  is  defined  as  an  individual  store.   Individual,   insignificant
discontinued operations must be aggregated together for presentation purposes.

New Accounting Standards
   In July 2001, the Financial  Accounting  Standards Board issued SFAS No. 143,
"Accounting  for  Asset  Retirement  Obligations."  SFAS  No.  143  will  become
effective  for  Albertson's  on January  31,  2003.  The  Company  is  currently
analyzing the effect that this standard will have on its financial statements.


                                       10
<PAGE>
                                                                       FORM 10-Q


Legal Proceedings
   In April 2000 a class action complaint was filed against  Albertson's as well
as American Stores Company, American Drug Stores, Inc., Sav-on Drug Stores, Inc.
and  Lucky  Stores,  Inc.,  wholly-owned  subsidiaries  of the  Company,  in the
Superior Court for the County of Los Angeles,  California (Mario Gardner, et al.
v. American  Stores  Company,  Albertson's,  Inc.,  American Drug Stores,  Inc.,
Sav-on Drug Stores,  Inc. and Lucky Stores,  Inc.) seeking  recovery of overtime
due to plaintiffs'  allegation  that they were  improperly  classified as exempt
under  California  law. A class  action with  respect to Sav-on  Drug  assistant
managers was  certified  by the court.  A case with very  similar  claims,  also
involving the assistant drug managers and operating managers,  was filed against
the Company's  subsidiary Sav-on Drug Stores, Inc. in Los Angeles Superior Court
(Rocher, Dahlin et. al. v. Sav-on Drug Stores, Inc.) and was also certified as a
class  action.  During  the first  quarter,  the Court of Appeal of the State of
California Second Appellate  District  reversed the Rocher class  certification,
leaving only two plaintiffs. The plaintiffs have sought review by the California
Supreme  Court  of  this  class  decertification.  The  Company  is now  seeking
decertification  of the Gardner case.  The Company has strong  defenses  against
these lawsuits,  and is vigorously  defending them.  Although these lawsuits are
subject to the uncertainties  inherent in the litigation  process,  based on the
information  presently available to the Company,  management does not expect the
ultimate  resolution of these actions to have a material  adverse  effect on the
Company's financial statements.

   In August 2000 a class action  complaint was filed against Jewel Food Stores,
Inc., a  wholly-owned  subsidiary  of the Company,  in the Circuit Court of Cook
County,  Illinois  (Maureen  Baker,  et al.,  v. Jewel  Food  Stores,  Inc.  and
Dominick's Supermarkets,  Inc., Case No. 00L 009664) alleging milk price fixing.
In December 2001 the  Company's  motion for summary  judgment was denied,  which
denial was  affirmed  on appeal in April 2002.  The Company has strong  defenses
against this lawsuit,  and is vigorously  defending it. Although this lawsuit is
subject to the uncertainties  inherent in the litigation  process,  based on the
information  presently available to the Company,  management does not expect the
ultimate  resolution  of this  action to have a material  adverse  effect on the
Company's financial statements.

   An agreement has been reached,  and court approval  granted,  to settle eight
purported class and/or collective  actions which were consolidated in the United
States  District Court in Boise,  Idaho,  which raised various issues  including
"off the clock" work  allegations and  allegations  regarding  certain  salaried
grocery  managers' exempt status.  Under the settlement  agreement,  current and
former  employees  who meet  eligibility  criteria may present their claims to a
settlement  administrator.  Additionally,  current and former  grocery  managers
employed in the State of California  may present their exempt status claims to a
settlement  administrator.  While the Company cannot specify the exact number of
individuals  who are  likely to  submit  claims  and the  exact  amount of their
claims,  the $37 pre-tax ($22 after-tax)  charge recorded by the Company in 1999
is the Company's  current  estimate of the total monetary  liability,  including
attorney  fees,  for all eight  cases.  During  the first  quarter  of 2001 this
liability was reduced by an $18 cash payment for legal expenses.

   The Company is also involved in routine litigation  incidental to operations.
The  Company  utilizes  various  methods  of  alternative   dispute  resolution,
including settlement discussions, to manage the costs and uncertainties inherent
in the litigation process. In the opinion of management, the ultimate resolution
of these  legal  proceedings  will not have a  material  adverse  effect  on the
Company's financial statements.



                                       11
<PAGE>
                                                                       FORM 10-Q


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  (dollars in millions, except per share data)

Operational Initiatives
   The Company  continues  to be focused on its five  strategic  imperatives  as
discussed  on  pages  49  and  50  of  the  Company's   2001  Annual  Report  to
Stockholders.

1) Aggressive Cost and Process Control. Through the continued focus on expenses,
   overhead  and  store  processes  the  Company  expects  to  achieve  $250  in
   annualized  expense  reductions  by the second  quarter of Fiscal 2002 and an
   additional  $250 by mid 2003 for a total of $500 in targeted  annualized cost
   reductions.

2) Maximize Return on Invested Capital.  The  restructuring  plan  announced  on
   July 18, 2001,  that  involved  the  closing  and  disposition of 165  under-
   performing stores is proceeding as planned.  As of May 2, 2002,  139 of these
   stores had been sold or closed and the  Company  expects to sell or close the
   remaining  26 stores  by mid 2002.  The  Company  is also on target  with its
   market exit plan announced March 13, 2002,  which involved selling or closing
   a total of 95 stores and two  distribution  centers located in  non-strategic
   markets. As of May 2, 2002, 57 of the 95 stores had been closed. In addition,
   62 of the 95 stores and one  distribution  center had been sold or were under
   contract for sale as of May 2, 2002.

3) Customer-focused   Approach  to  Growth.   The  Company's  "Focus  on  Fresh"
   initiative  has resulted in strong gross profit  performance in the Company's
   fresh departments. The Company plans to continue the roll out of dual branded
   stores and loyalty card programs to additional  markets  during the remainder
   of Fiscal 2002.

4) Company-wide  Focus on  Technology.  The Company has embraced a  company-wide
   focus on technology with the goal of becoming an industry leader. The Company
   plans to continue to roll out its Albertsons.com  on-line shopping service to
   additional markets.

5) Energized   Associates.   The  Company  has   continued  to  build   stronger
   communication   systems,   improve   training   programs  and  implement  new
   performance-based reward programs in order to energize associates.


                                       12
<PAGE>
                                                                       FORM 10-Q


Results of Operations

   The following table sets forth certain income statement  components expressed
as a percent to sales and the year-to-year  percentage changes in the amounts of
such components:

<TABLE>
<CAPTION>
                                                                        Percent to Sales
                                                                         13 weeks ended                    Percentage
                                                             --------------------------------------         Increase
                                                                May 2, 2002          May 3, 2001           (Decrease)
                                                             -----------------     ----------------    ------------------

<S>                                                                  <C>                  <C>                 <C>
  Sales                                                              100.00%              100.00%             (0.8)%
  Gross profit                                                        29.23                28.58               1.4
  Selling, general and administrative expenses                        23.76                23.94              (1.6)
  Restructuring charges                                                0.17                                    n.m.
  Merger-related credits                                                                   (0.16)              n.m.
  Operating profit                                                     5.30                 4.80               9.5
  Interest, net                                                       (1.20)               (1.20)             (1.1)
  Earnings from continuing operations before income taxes              4.07                 3.48              16.2
  Net earnings from continuing operations                              2.48                 2.05              20.2
  Net (loss) earnings from discontinued operations                    (3.39)                0.02               n.m.
  Net (loss) earnings                                                 (0.91)                2.07               n.m.

   n.m. - not meaningful
</TABLE>

   The  decrease  in  sales  is   primarily   attributable   to  the   Company's
restructuring  initiatives  directed  toward selling or closing  underperforming
stores and exiting  certain  markets  (including the sale of 80 New England Osco
drugstores  in the  fourth  quarter  of 2001).  The  decrease  in sales has been
partially  offset by increases  resulting from the continued  development of new
stores and identical  and  comparable  store sales  increases.  Identical  store
sales, adjusted for discontinued operations, increased 0.8% and comparable store
sales,  which  include  replacement  stores,  increased  1.4% on the same basis.
During the quarter the Company opened 14 combination  food and drug stores,  and
10 stand alone drugstores,  while closing  92 combination food and  drug stores,
7 conventional stores,  3 warehouse  stores and 28  drugstores.   Of  the  total
130 store closings, 117 related to the Company's  restructuring plan. Management
estimates  that  during the  current  quarter  there was  overall  deflation  in
products  the Company  sells of  approximately  0.2% as compared to inflation of
1.1% in the first quarter of the prior year.

   In addition to store development, the Company has increased sales through its
continued   implementation   of  best  practices  across  the  Company  and  its
customer-focused  approach  to growth.  These  programs  include:  the "Focus on
Fresh"  initiative;  a renewed  focus on customer  service  through the "Service
First, Second to None" program; expansion of the preferred loyalty card program;
dual branded combination stores; and expansion of the on-line shopping service.

   Gross  profit,  as a  percent  to  sales,  increased  as a result  of  strong
performance in fresh  departments,  improvements in the pharmacy  department and
improved shrink and inventory  control  processes.  Improvements in the Pharmacy
department  resulted from the introduction of certain generic drugs and improved
procurement practices. The pre-tax LIFO charge reduced gross profit by $5 (0.06%
to sales)  for the  13 weeks ended May 2, 2002,  and $8 (0.09% to sales) for the
13 weeks ended May 3, 2001.


                                       13
<PAGE>
                                                                       FORM 10-Q


   Total selling,  general and administrative  (SG&A) expenses,  as a percent to
sales,  decreased  primarily  as a result  of the  discontinuation  of  goodwill
amortization  in the current  year.  The  Company's  continued  emphasis on cost
control and  implementing  best practices  across the Company  through its SWIFT
programs resulted in reduced labor costs as a percent to sales.  These decreases
were offset by increased health and welfare benefit costs.

Discontinued Operations, Restructuring and Other Non-Routine Items
   Discontinued  Operations / Market Exits - On March 13,  2002,  the  Company's
Board of Directors approved the second phase of the Company's restructuring plan
designed   to   improve   future   financial   results   and  to  drive   future
competitiveness.   As  a  result,   the  Company  will   completely   exit  four
underperforming markets:  Memphis,  Tennessee;  Nashville,  Tennessee;  Houston,
Texas;  and San  Antonio,  Texas.  These  market  exits  will  occur  through  a
combination  of store closures and store sales and involve a total of 95 stores.
In  connection  with the market  exits,  Albertson's  announced  the sale of its
Tulsa,  Oklahoma  distribution center to Fleming Companies,  Inc. and closure of
its Houston,  Texas distribution  center. The operations and resulting gains and
losses  related  to these  market  exits  have been  presented  as  discontinued
operations in accordance with the adoption of SFAS No. 144.

   As a result of the market exit plan, the Company recorded a pre-tax loss from
discontinued  operations  of $454 ($303  after tax or $0.74 per  diluted  share)
during the 13 weeks ended May 2, 2002. The pre-tax loss is comprised of $401 for
the write-down of assets to net realizable  value, $26 for lease  liabilities in
excess of related estimated  sublease income,  $10 of operating losses,  and $17
for other period costs  associated with the discontinued  operations.  The total
charge the Company  anticipates to incur related to this plan is $475,  which is
substantially  less than the  Company's  initial  estimate of $580  announced in
March, 2002.

   Restructuring - On July 17, 2001, the Company's Board of Directors approved a
restructuring  plan designed to improve  future  financial  results and to drive
future  competitiveness.  The plan  includes  certain  exit  costs and  employee
termination   benefits,  as  described  below,  that  will  be  incurred  within
approximately one year of the Board approval date.

<TABLE>
<CAPTION>
         Action                                                             Status
         ------                                                             ------

<S>      <C>                                                                <C>
         Reduction in administrative and corporate overhead                 Substantially complete

         Closing of 165 underperforming retail stores                       139 closed as of May 2, 2002

         Consolidation and elimination of four division offices             Completed

         Process streamlining                                               Ongoing
</TABLE>

   As a result of this restructuring  plan, the Company recorded pre-tax charges
of $18 ($11 after tax or $.03 per diluted share) consisting of $15 restructuring
and other and $3 of period costs for the 13 weeks ended May 2, 2002.

   Merger-Related  Charges  (Credits) - Results of  operations  for the 13 weeks
ended May 3, 2001,  include a net of $11 of pre-tax  merger-related  credits ($6
after tax or $0.02 per share).  The net pre-tax  credit  included $14 of credits
associated with the reversal of previously  expensed  impairment charges related
to the sale of the  American  Stores'  Tower in Salt Lake City,  Utah on May 15,
2001, and $3 of integration  charges  consisting  primarily of incremental labor
costs associated with system conversions and training and relocation costs.


                                       14
<PAGE>
                                                                       FORM 10-Q


   Other  Non-Routine  Items - The Company  recorded,  in  selling,  general and
administrative  expenses,  $9 ($5 after tax or $0.01 per share) of  compensation
related costs for executive  management changes during the 13 weeks ended May 3,
2001.

   Summary of  Discontinued  Operations,  Restructuring  and  Other  Non-Routine
Items  - Due to  the  significance  of  discontinued  operations,  restructuring
charges,  merger-related charges (credits), other non-routine items and goodwill
amortization  ($14 of expense)  recorded  in the prior year and their  effect on
operating results,  the following table is presented to assist in the comparison
of income statement components without these charges and credits:


<TABLE>
<CAPTION>
                                           13 Weeks Ended May 2, 2002                           13 Weeks Ended May 3, 2001
                                ------------------------------------------------    ------------------------------------------------
                                                                       Percent                                             Percent
                                        As                       As         To              As                       As         To
                                  Reported        Adj.     Adjusted      Sales        Reported        Adj.     Adjusted      Sales
                                ----------- ----------- ------------ -----------    ----------- ----------- ------------ -----------
<S>                                <C>         <C>          <C>        <C>             <C>         <C>          <C>        <C>
Sales                              $8,921                   $8,921     100.00%         $8,994                   $8,994     100.00%
Cost of sales                       6,314                    6,314      70.77           6,423                    6,423      71.42
                                ----------- ----------- ------------ -----------    ----------- ----------- ------------ -----------
Gross profit                        2,607                    2,607      29.23           2,571                    2,571      28.58

Selling, general and
 administrative expenses            2,119      $   (4)       2,115      23.71           2,153      $  (27)       2,126      23.63
Restructuring charges and
 other                                 15         (15)
Merger-related credits                                                                    (14)         14
                                ----------- ----------- ------------ -----------    ----------- ----------- ------------ -----------
Operating profit                      473          19          492       5.52             432          13          445       4.95
Other expenses:
 Interest, net                       (107)                    (107)     (1.20)           (108)                    (108)     (1.20)
 Other, net                            (3)                      (3)     (0.03)            (11)                     (11)     (0.12)
                                ----------- ----------- ------------ -----------    ----------- ----------- ------------ -----------
Earnings from continuing
 operations before income taxes       363          19          382       4.29             313          13          326       3.63
Income tax expense                    141           8          149       1.67             129          (1)         128       1.43
                                ----------- ----------- ------------ -----------    ----------- ----------- ------------ -----------
Net earnings from continuing
 operations                           222          11          233       2.62             184          14          198       2.20
Discontinued operations:
 Operating (loss) income             (454)        454                                       3          (3)
 Tax (benefit) expense               (151)        151                                       1          (1)
                                ----------- ----------- ------------ -----------    ----------- ----------- ------------ -----------
Net (loss) earnings from
 discontinued operations             (303)        303                                       2          (2)
                                ----------- ----------- ------------ -----------    ----------- ----------- ------------ -----------
Net (loss) earnings                $  (81)     $  314       $  233       2.62%         $  186      $   12       $  198       2.20%
                                =========== =========== ============ ===========    =========== =========== ============ ===========

Earnings per share:
  Basic                            $(0.20)     $ 0.77       $ 0.57                     $ 0.46      $ 0.03       $ 0.49
  Diluted                           (0.20)       0.77         0.57                       0.46        0.03         0.48
</TABLE>



                                       15
<PAGE>
                                                                       FORM 10-Q


   The costs of the Company's  restructuring  plan have resulted in  significant
charges and incremental  expenses.  These costs had  significant  effects on the
results of  operations  of the  Company.  Through  May 2, 2002,  the Company has
recognized  total pre-tax charges of $1,023 ($652 after tax) associated with the
Company's  restructuring  plan and related  discontinued  operations.  The total
noncash  portion of these  charges  amounted to $834 and the Company  expects to
generate net cash  proceeds of  approximately  $555 (before tax) when all of the
related assets are sold.

Liquidity and Capital Resources
   Cash provided by operating  activities during the 13 weeks ended May 2, 2002,
was $624  compared to $603 in the prior year.  Free cash flow,  defined as funds
provided  by  operating  activities  less net  capital  expenditures  (including
proceeds from disposal of assets held for sale) and dividends paid, was $370 for
the 13 weeks ended May 2, 2002, compared to $214 in the prior year. The increase
in free cash flows resulted  primarily from the Company's  initiative to dispose
of surplus property,  underperforming  stores and other assets related to market
exits.

   The implementation of the Company's  strategic  imperative to maximize return
on invested capital (see Operational Initiatives) is expected to further enhance
working capital by eliminating  unproductive  assets and reducing  inventory and
accounts receivable levels. Future sales of property held for sale over the next
several quarters is expected to provide  significant  positive cash flow for the
Company.

   The Company utilizes its commercial paper and bank line programs primarily to
supplement cash requirements for seasonal fluctuations in working capital and to
fund its capital  expenditure  program.  Accordingly,  commercial paper and bank
line borrowings will fluctuate  between  reporting  periods.  The Company had no
commercial  paper  or  bank  line  borrowings  outstanding  at  May  2, 2002, or
January 31, 2002.

   In support of the Company's  commercial paper program,  the Company has three
credit  facilities  totaling  $1,400.  These  agreements  also  contain  certain
covenants,  the most  restrictive  of which  requires  the  Company to  maintain
consolidated  tangible  net worth,  as defined,  of at least  $3,000 and a fixed
charge  coverage  of at  least  2.7  times.  As of May 2,  2002,  the  Company's
consolidated  tangible net worth, as defined, was approximately  $4,186, and the
fixed charge coverage was 4.1 times. No borrowings were outstanding  under these
credit facilities as of May 2, 2002.

   The Company filed a shelf  registration  statement  with the  Securities  and
Exchange  Commission  (SEC),  which became effective in February 2001 (the "2001
Registration  Statement"),  to  authorize  the  issuance of up to $3,000 in debt
securities.  The Company  intends to use the net proceeds of any securities sold
pursuant to the 2001  Registration  Statement for retirement of debt and general
corporate  purposes,  including the potential  purchase of outstanding shares of
Albertson's  common  stock.  As of May  2,  2002,  securities  up to  $2,400  of
principal  remain  available for issuance under the Company's 2001  Registration
Statement.

   The Board of Directors adopted a program on December 3, 2001, authorizing, at
management's  discretion,  the Company to purchase  and retire up to $500 of the
Company's common stock beginning December 6, 2001, through December 31, 2002. As
of May 2, 2002, no purchases had been made under this program.

Contractual Obligations and Commercial Commitments
   There have been no  material  changes  regarding  the  Company's  contractual
obligations and commercial  commitments from the information  provided under the
caption "Contractual  Obligations and Commercial  Commitments" on page 58 and 59
of the Company's 2001 Annual Report to Stockholders.


                                       16
<PAGE>
                                                                       FORM 10-Q


Letters of Credit
   The Company had  outstanding  Letters of Credit of $60 as of May 2, 2002, all
of which were issued under separate bilateral agreements with multiple financial
institutions. Of the $60 outstanding at May 2, 2002, $46 were standby letters of
credit covering primarily workers' compensation or performance obligations.  The
remaining  $14 were  commercial  letters  of  credit  supporting  the  Company's
merchandise import program.  The Company pays issuance fees that vary, depending
on type, up to 0.5% of the outstanding balance of the letters of credit.

Off Balance Sheet Arrangements
   Albertson's, Inc. has no significant investments that are accounted for under
the equity method in accordance with accounting principles generally accepted in
the United  States of  America.  Investments  that are  accounted  for under the
equity method have no liabilities  associated with them that would be considered
material to Albertson's.

Quantitative and Qualitative Disclosures about Market Risk
   There have been no  material  changes  regarding  the  Company's  market risk
position  from the  information  provided  under the caption  "Quantitative  and
Qualitative  Disclosures  About  Market Risk' on page 60 of the  Company's  2001
Annual Report to Stockholders.

Related Party Transactions
   There have been no material  related party  transactions  during the 13 weeks
ended May 2, 2002, or May 3, 2001.

Recent Accounting Standards
   The Company  adopted SFAS No. 142,  "Goodwill  and Other  Intangible  Assets"
effective  February 1, 2002.  In  accordance  with this  standard,  goodwill and
intangible  assets with indefinite  lives are no longer  amortized,  but will be
tested at least  annually  for  impairment.  The  Company  is in the  process of
testing goodwill for impairment and will complete the analysis by the end of the
second quarter of 2002.

   In July 2001, the Financial  Accounting  Standards Board issued SFAS No. 143,
"Accounting  for  Asset  Retirement  Obligations."  SFAS  No.  143  will  become
effective  for  Albertson's  on January  31,  2003.  The  Company  is  currently
analyzing the effect that this standard will have on its financial statements.

Environmental
   The  Company  has  identified   environmental   contamination  sites  related
primarily to underground  petroleum storage tanks and groundwater  contamination
at various store,  warehouse,  office and manufacturing  facilities  (related to
current  operations as well as previously  disposed of businesses).  The Company
conducts  an ongoing  program for the  inspection  and  evaluation  of new sites
proposed  to be  acquired  by the  Company  and  the  remediation/monitoring  of
contamination at existing and previously owned sites. Undiscounted reserves have
been established for each environmental contamination site unless an unfavorable
outcome is remote.  Although the ultimate  outcome and expense of  environmental
remediation is uncertain,  the Company  believes that required  remediation  and
continuing  compliance with  environmental  laws, in excess of current reserves,
will not have a  material  adverse  effect  on the  financial  condition  of the
Company.  Charges  against  earnings  for  environmental  remediation  were  not
material for the 13 weeks ended May 2, 2002, or May 3, 2001.

Cautionary Statement for Purposes of "Safe Harbor Provisions"
of the Private Securities Litigation Reform Act of 1995
   From time to time, information provided by the Company,  including written or
oral  statements  made  by  its  representatives,  may  contain  forward-looking
information as defined in the Private Securities  Litigation Reform Act of 1995.
All  statements,  other than  statements  of  historical  facts,  which  address
activities,  events or developments that the Company expects or anticipates will

                                       17
<PAGE>
                                                                       FORM 10-Q

or may  occur  in the  future,  including  such  things  as  integration  of the
operations  of  acquired  or  merged  companies,  expansion  and  growth  of the
Company's  business,  future  capital  expenditures  and the Company's  business
strategy, contain forward-looking  information. In reviewing such information it
should be kept in mind that  actual  results  may differ  materially  from those
projected or suggested in such forward-looking information. This forward-looking
information  is  based  on  various   factors  and  was  derived  using  various
assumptions. Many of these factors have previously been identified in filings or
statements made by or on behalf of the Company.

   Important  assumptions  and other  important  factors that could cause actual
results  to  differ  materially  from  those  set  forth in the  forward-looking
information  include changes in the general economy,  changes in interest rates,
changes in consumer spending,  actions taken by competitors,  particularly those
intended  to  improve  their  market  share,  and other  factors  affecting  the
Company's  business in or beyond the Company's  control.  These factors  include
changes in the rate of  inflation,  changes in state or federal  legislation  or
regulation,  adverse  determinations  with respect to litigation or other claims
(including environmental matters), labor negotiations, the cost and stability of
energy sources, the Company's ability to recruit,  retain and develop employees,
its ability to develop  new stores or  complete  remodels as rapidly as planned,
its ability to implement new technology  successfully,  the stability of product
costs,  the Company's  ability to integrate the operations of acquired or merged
companies,  the Company's  ability to execute its  restructuring  plans, and the
Company's ability to achieve its five strategic imperatives.

   Other  factors  and  assumptions  not  identified  above could also cause the
actual results to differ  materially from those set forth.  The Company does not
undertake to update forward-looking information contained herein or elsewhere to
reflect  actual  results,  changes in  assumptions,  or changes in other factors
affecting such forward-looking information.

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings
   The  information  required  under  this  item is  included  in the  Notes  to
Consolidated  Financial  Statements  under the  caption  "Legal Proceedings"  on
page 11  of  Part  I,  Financial  Information  of  this  Report  on  Form  10-Q.
This information is incorporated herein by this reference thereto.

Item 2.  Changes in Securities
   In accordance with the Company's  $1,400  revolving  credit  agreements,  the
Company's  consolidated  tangible net worth, as defined,  shall not be less than
$3,000.

Item 3.  Defaults upon Senior Securities
   Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders
   The Company  held its Annual  Meeting of  Stockholders  on June 6, 2002,  and
transacted the following business:

    (1)  Election of Class I Directors:

<TABLE>
<CAPTION>
                    Nominee                              Votes For               Votes Withheld
         ------------------------------ --------------------------- ----------------------------
<S>                                                    <C>                           <C>
         Teresa Beck                                   359,411,391                   10,328,875
         Bonnie G. Hill                                363,304,853                    6,435,413
         Lawrence R. Johnston                          361,169,870                    8,570,396
         Peter L. Lynch                                361,844,030                    7,896,236
</TABLE>


                                       18
<PAGE>
                                                                       FORM 10-Q


         Continuing Class II Directors (Term expiring in 2003):

         A. Gary Ames                                Paul I. Corddry
         Henry I. Bryant                             Beatriz Rivera


         Continuing Class III Directors (Term expiring in 2004):

         Cecil D. Andrus                             J.B. Scott
         Pamela G. Bailey                            Will M. Storey

    (2)  Ratification of Appointment of Independent Auditors:

<TABLE>
<CAPTION>
                     Votes For            Votes Against             Abstentions
         ---------------------- ------------------------ -----------------------
<S>                <C>                       <C>                      <C>
                   354,086,300               14,009,594               1,644,372
</TABLE>

    (3)  Approval of the Albertson's, Inc. Executive  Officers' Annual Incentive
         Compensation Plan:

<TABLE>
<CAPTION>
                     Votes For            Votes Against             Abstentions
         ---------------------- ------------------------ -----------------------
<S>                <C>                       <C>                      <C>
                   345,306,308               21,242,376               3,191,582
</TABLE>

    (4)  Shareholder  proposal  to  recommend declassification  of the  Board of
         Directors:

<TABLE>
<CAPTION>
                     Votes For            Votes Against             Abstentions
         ---------------------- ------------------------ -----------------------
<S>                <C>                      <C>                       <C>
                   197,595,074              126,152,098               3,768,550
</TABLE>

    (5)  Shareholder   proposal  to  adopt  a  policy  to   identify  and  label
         genetically engineered foods:

<TABLE>
<CAPTION>
                     Votes For            Votes Against             Abstentions
         ---------------------- ------------------------ -----------------------
<S>                 <C>                     <C>                      <C>
                    11,733,481              303,838,686              11,943,555
</TABLE>

    (6)  Shareholder  proposal  to  endorse  the  CERES  Principles  for  public
         environmental accountability:

<TABLE>
<CAPTION>
                     Votes For            Votes Against             Abstentions
         ---------------------- ------------------------ -----------------------
<S>                 <C>                     <C>                      <C>
                    17,563,011              299,818,533              10,134,178
</TABLE>

    (7)  Shareholder proposal to have the Company appoint as auditors only those
         firms that agree not to provide non-auditing consulting services:

<TABLE>
<CAPTION>
                     Votes For            Votes Against             Abstentions
         ---------------------- ------------------------ -----------------------
<S>                 <C>                     <C>                       <C>
                    40,426,035              282,878,924               4,210,763
</TABLE>


Item 5.  Other Information
   None



                                       19
<PAGE>
                                                                       FORM 10-Q


Item 6.  Exhibits and Reports on Form 8-K
   a.  Exhibits

         10.42       Albertson's,  Inc.  Executive  Officers'  Annual  Incentive
                     Compensation Plan.


   b.  There were no reports on  Form 8-K filed during the quarter ended  May 2,
       2002.



                                    SIGNATURE

   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 thereunto duly authorized.

                                                 ALBERTSON'S, INC.
                                      --------------------------------------
                                                   (Registrant)



Date: June 13, 2002                   /S/ Felicia D. Thornton
                                      --------------------------------------
                                      Felicia D. Thornton
                                      Executive Vice President
                                        and Chief Financial Officer
















                                       20