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: April 29, 1999        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 May 28, 1999:         245,848,100


                                     Page 1
<PAGE>



                          PART I. FINANCIAL INFORMATION



                                ALBERTSON'S, INC.
                              CONSOLIDATED EARNINGS
                      (in thousands except per share data)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                            13 WEEKS ENDED
                                               -----------------------------------------
                                                       April 29,             April 30,
                                                            1999                  1998
                                               -------------------    ------------------
<S>                                                   <C>                   <C>
Sales                                                 $4,167,564            $3,848,253
Cost of sales                                          3,012,783             2,823,783
                                               -------------------    ------------------
Gross profit                                           1,154,781             1,024,470

Selling, general and administrative expenses             908,755               803,856
Impairment - store closures                                                     29,423
                                               -------------------    ------------------
Operating profit                                         246,026               191,191

Other (expenses) income:
  Interest, net                                          (29,243)              (23,504)
  Other, net                                               4,300                 9,275
                                               -------------------    ------------------
Earnings before income taxes                             221,083               176,962
Income taxes                                              84,012                66,361
                                               -------------------    ------------------

NET EARNINGS                                          $  137,071            $  110,601
                                               ===================    ==================

EARNINGS PER SHARE:
  Basic                                                    $0.56                 $0.45
  Diluted                                                  $0.56                 $0.45

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  Basic                                                  245,785               245,770
  Diluted                                                246,852               246,880

DIVIDENDS DECLARED PER SHARE                               $0.18                 $0.17
</TABLE>


















See Notes to Consolidated Financial Statements

                                     Page 2
<PAGE>


                                ALBERTSON'S, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)
<TABLE>
<CAPTION>
                                                         April 29, 1999
                                                            (unaudited)             January 28, 1999
                                              --------------------------    -------------------------
                   ASSETS
<S>                                                           <C>                          <C>
CURRENT ASSETS:
  Cash and cash equivalents                                   $   74,963                   $   80,646
  Accounts and notes receivable                                  148,844                      153,714
  Inventories                                                  1,434,358                    1,503,164
  Prepaid expenses                                                80,444                       38,871
  Deferred income taxes                                           60,046                       57,510
                                              --------------------------    -------------------------
           TOTAL CURRENT ASSETS                                1,798,655                    1,833,905

OTHER ASSETS                                                     284,898                      312,776

GOODWILL (net of accumulated amortization
  of $3,668 and $2,717, respectively)                            147,866                      148,322

LAND, BUILDINGS AND EQUIPMENT (net of
  accumulated depreciation and amortization
  of $2,198,757 and $2,113,318,
  respectively)                                                4,021,476                    3,938,965
                                              ==========================    =========================
                                                              $6,252,895                   $6,233,968
                                              ==========================    =========================

     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                            $  825,521                   $  873,956
  Salaries and related liabilities                               183,843                      171,706
  Taxes other than income taxes                                   72,072                       76,923
  Income taxes                                                   102,145                       47,142
  Self-insurance                                                  74,228                       73,066
  Unearned income                                                 56,584                       64,418
  Other current liabilities                                       72,339                       53,282
  Current maturities of long-term debt                            96,670                        6,991
  Current portion of capitalized lease
    obligations                                                   11,539                       11,347
                                              --------------------------    -------------------------
           TOTAL CURRENT LIABILITIES                           1,494,941                    1,378,831

LONG-TERM DEBT                                                 1,339,669                    1,527,432

CAPITALIZED LEASE OBLIGATIONS                                    156,423                      157,102

DEFERRED INCOME TAXES                                                                           7,267

OTHER L/T LIABILITIES AND DEFERRED CREDITS                       354,666                      352,882

STOCKHOLDERS' EQUITY:
  Preferred stock - $1 par value; authorized
    - 10,000,000 shares; issued - none
  Common stock - $1 par  value;  authorized
    -  1,200,000,000  shares;  issued -
    245,843,400 shares and 245,697,363
    shares, respectively                                         245,843                      245,697
  Capital in excess of par value                                   9,016                        5,239
  Retained earnings                                            2,652,337                    2,559,518
                                              --------------------------    -------------------------
                                                               2,907,196                    2,810,454
                                              ==========================    =========================
                                                              $6,252,895                   $6,233,968
                                              ==========================    =========================
</TABLE>

See Notes to Consolidated Financial Statements

                                     Page 3
<PAGE>


                                ALBERTSON'S, INC.
                             CONSOLIDATED CASH FLOWS
                                 (in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                 13 WEEKS ENDED
                                                      -------------------------------------
                                                             April 29,           April 30,
                                                                  1999                1998
                                                      -----------------    ----------------
<S>                                                          <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings                                              $ 137,071           $ 110,601
   Adjustments to reconcile net earnings to net
     cash provided by operating activities:
       Depreciation and amortization                           101,095              88,601
       Net deferred income taxes                               (24,544)            (17,620)
       Increase in cash surrender value of
         Company-owned life insurance                           (4,300)             (9,275)
       Impairment - store closures                                                  29,423
       Changes in operating assets and liabilities
        net of business acquisitions:
          Receivables and prepaid expenses                       9,286              (6,240)
          Inventories                                           68,806              44,126
          Accounts payable                                     (48,435)            (19,714)
          Other current liabilities                             79,980              52,145
          Self-insurance                                         2,711               4,948
          Unearned income                                      (10,731)              2,431
          Other long-term liabilities                            3,142               3,006
                                                      -----------------    ----------------
       Net cash provided by operating activities               314,081             282,432

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net capital expenditures                                   (179,696)           (159,914)
   Business acquisitions, net of cash acquired                                    (121,043)
   (Increase) decrease in other assets                             (56)              1,487
                                                      -----------------    ----------------
       Net cash used in investing activities                  (179,752)           (279,470)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term borrowings                                              161,000
   Payments on long-term borrowings                             (7,009)           (119,729)
   Net commercial paper activity                                76,622             (37,633)
   Payment on bank line borrowings                            (170,695)
   Proceeds from stock options exercised                         2,838                 890
   Cash dividends paid                                         (41,768)            (39,318)
                                                      -----------------    ----------------
       Net cash used in financing activities                  (140,012)            (34,790)
                                                      -----------------    ----------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                       (5,683)            (31,828)

CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                                                     80,646             108,083
                                                      -----------------    ----------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                   $  74,963           $  76,255
                                                      =================    ================
</TABLE>







See Notes to Consolidated Financial Statements

                                     Page 4
<PAGE>


                                ALBERTSON'S, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

Basis of Presentation
---------------------
   The accompanying  unaudited  consolidated  financial  statements  include the
results of  operations,  account  balances and cash flows of the Company and its
wholly  owned  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.  Such adjustments consisted only of normal recurring items except for
the 1998 impairment  charge  discussed under  "Impairment - Store Closures." 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 generally accepted accounting  principles 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 the accompanying  notes included in the Company's 1998
Annual Report.

   The  balance  sheet at January  28,  1999,  has been  taken from the  audited
financial statements at that date.

   The  preparation  of the  Company's  consolidated  financial  statements,  in
conformity with generally accepted accounting principles, 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.

   Historical  operating  results  are  not  necessarily  indicative  of  future
results.


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


Impairment - Store Closures
---------------------------
   The  Company  recorded  a charge to  earnings  in the first  quarter  of 1998
related to management's decision to close 16 underperforming stores in 8 states.
The charge included  impaired real estate and equipment,  as well as the present
value  of  remaining   liabilities  under  leases,   net  of  expected  sublease
recoveries.  As of April  29,  1999,  13 of these  stores  had been  closed  and
management believes the 1998 charge and remaining reserve are adequate.


Indebtedness
------------
   On March 30, 1999, the Company entered into a revolving credit agreement with
a syndicate of commercial banks whereby the Company may borrow principal amounts

                                     Page 5
<PAGE>

up to $1.5  billion  at  varying  interest  rates at any time prior to March 28,
2000.  The  agreement has a one-year term out option which allows the Company to
convert any loans  outstanding  on the  expiration  date of the  agreement  into
one-year  term  loans.  The  agreement  contains  certain  covenants,  the  most
restrictive of which requires the Company to maintain  consolidated tangible net
worth, as defined, of at least $2.1 billion.

   In addition to the new revolving credit agreement,  the  Company has its $600
million  revolving  credit  agreement,  whereby the Company may borrow principal
amounts at varying  interest  rates any time prior to  December  17,  2001.  The
combination of the two revolving credit  agreements allows the Company to borrow
principal  amounts up to $2.1  billion  and serves as backup  financing  for the
Company's  commercial  paper and bank line  borrowings.  There  were no  amounts
outstanding under either revolving credit agreement as of April 29, 1999.

Supplemental Cash Flow Information
----------------------------------
   Selected  cash  payments  and  noncash   transactions  were  as  follows  (in
thousands):

<TABLE>
<CAPTION>
                                                    13 Weeks Ended              13 Weeks Ended
                                                    April 29, 1999              April 30, 1998
                                              -----------------------     -----------------------
   <S>                                                    <C>                         <C>
   Cash payments for:
     Income taxes                                         $ 51,453                    $ 24,712
     Interest, net of amounts
       capitalized                                           8,025                       7,136
   Noncash transactions:
     Tax benefits related to stock
       options                                               1,156                         615
     Fair market value of stock
       exchanged for options and related
       tax withholdings                                        143                         313
     Capitalized leases incurred                             2,211                       2,900
     Note payable related to
       business acquisition                                                              8,000
     Liabilities assumed in connection
       with asset acquisition                                  300
</TABLE>


Business Combination
---------------------
   On August 2, 1998,  the Company  entered into a definitive  merger  agreement
with American  Stores  Company (ASC) which was approved by the  stockholders  of
Albertson's and ASC on November 12, 1998. The agreement  provides for a business
combination  between the Company and ASC in which ASC will become a wholly owned
subsidiary of the Company. Under the terms of the agreement,  the holders of ASC
common stock will be issued 0.63 shares of  Albertson's,  Inc.,  common stock in
exchange  for each  share of ASC common  stock,  with cash being paid in lieu of
fractional  shares,  in a  transaction  intended  to  qualify  as a  pooling  of
interests for accounting  purposes and as a tax-free  reorganization for federal
income tax  purposes.  Based on the number of common  shares  outstanding  as of
Albertson's and ASC's  respective  1999 first quarter ends,  consummation of the
merger would result in former  stockholders of ASC holding  approximately 42% of
the outstanding  Albertson's common stock (assuming no conversion of outstanding
options).  The transaction is subject to certain  conditions,  including,  among
others,  regulatory  approvals and other  customary  closing  conditions  and is
expected to close before June 30, 1999.

                                     Page 6
<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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
                               --------------------------------
                                      4-29-99          4-30-98         Increase
                               --------------- ----------------  ---------------
   <S>                                <C>              <C>                <C>
   Sales                              100.00%          100.00%             8.3%
   Gross profit                        27.71            26.62             12.7
   Selling, general and
     administrative expenses           21.81            20.89             13.0
   Impairment - store closures                           0.76              N.A.
   Operating profit                     5.90             4.97             28.7
   Net interest expense                 0.70             0.61             24.4
   Earnings before
     income taxes                       5.30             4.60             24.9
   Net earnings                         3.29             2.87             23.9
</TABLE>

   Sales  increased  due to improved  identical  store  sales and the  continued
expansion of net retail square footage. Identical store sales increased 0.7% and
comparable  store sales  (which  include  replacement  stores)  increased  0.8%.
Management  estimates  that there was deflation in products the Company sells of
approximately 0.9%  (annualized).  During the 13 weeks ended April 29, 1999, the
Company  opened 8 stores and 9 fuel  centers,  remodeled  9 stores,  completed 9
strategic  retrofits  and  closed  1  store  which  was  replaced  by  a  larger
Albertson's store.  Retail square footage increased to 48.9 million square feet,
a net increase of 9.3% from April 30, 1998.

   In addition to new store  development,  the Company  plans to increase  sales
through its continued investment in programs initiated in recent years which are
designed to provide  solutions to customer needs.  These programs  include:  the
Front End Manager program;  the home meal solutions process called "Quick Fixin'
Ideas;"  special   destination   categories  such  as  Albertson's  Better  Care
pharmacies,  baby care, pet care and snack and beverage  centers;  and increased
emphasis on training  programs  utilizing  Computer Guided Training.  To provide
additional   solutions   to   customer   needs,   the  Company  has  added  new,
gourmet-quality  bakery  products and organic  grocery and produce items.  Other
solutions include neighborhood marketing,  targeted advertising and exciting new
and remodeled stores.

   Gross  profit,  as a percent  to sales,  increased  primarily  as a result of
improvements made in retail stores,  including  improvements in under-performing
stores and improved sales mix of partially prepared, value-added products. Gross
profit  improvements  were also realized  through the continued  utilization  of
Company-owned  distribution  facilities and increased buying  efficiencies.  The
Company's  distribution  centers  provided  approximately  77% of  retail  store
purchases.  Utilization  of the Company's  distribution  centers has enabled the
Company to improve its control over product costs and product distribution.  The
pre-tax LIFO charge  reduced  gross profit by $5.0 million  (0.12% to sales) for
the 13 weeks ended April 29, 1999, as compared to $8.0 million  (0.21% to sales)
for the 13 weeks ended April 30, 1998.

                                     Page 7
<PAGE>

   Selling,  general  and  administrative  expenses,  as  a  percent  to  sales,
increased due primarily to increased  labor and related  benefit costs resulting
from the Company's  initiatives to increase  sales,  and increased  depreciation
expense  associated  with the  Company's  expansion  program.  Included  in this
increase is approximately  $4 million in merger related costs primarily  related
to integration  planning and financing  activities  associated  with the pending
American Stores Company merger.

   The increase in net interest expense  resulted  primarily from higher average
outstanding debt during the 13 weeks ended April 29, 1999, as compared to the 13
weeks ended April 30,  1998.  The average  outstanding  debt has  increased as a
result of the Company's continued investment in new and acquired stores.


Liquidity and Capital Resources
-------------------------------
   The Company's  operating  results continue to enhance its financial  position
and  ability to  continue  its  planned  expansion  program.  Cash  provided  by
operating  activities during the 13 weeks ended April 29, 1999, was $314 million
compared to $282 million in the prior year.  During the 13 weeks ended April 29,
1999,  the Company  invested  $180  million for net  capital  expenditures.  The
Company's financing activities for the 13 weeks ended April 29, 1999, included a
net  increase of  commercial  paper  borrowings  of $77  million,  repayment  of
long-term debt and bank line  borrowings of $178 million and $42 million for the
payment of dividends.

   The Company utilizes its commercial paper and bank line programs primarily to
supplement  cash  requirements  from seasonal  fluctuations  in working  capital
resulting  from  operations  and  the  Company's  capital  expenditure  program.
Accordingly, commercial paper borrowings and bank line borrowings will fluctuate
between the Company's quarterly reporting periods.  The Company had $406 million
of commercial paper borrowings  outstanding at April 29, 1999,  compared to $500
of  commercial  paper and bank line  borrowings  at January  28,  1999, and $246
million of commercial paper at April 30, 1998.

   On March 30, 1999,  the Company  entered  into a revolving  credit  agreement
with a syndicate of commercial  banks  whereby the Company may borrow  principal
amounts up to $1.5 billion at varying  interest rates at any time prior to March
28, 2000.  The agreement has a one-year term out option which allows the Company
to convert any loans  outstanding on the  expiration  date of the agreement into
one-year  term  loans.  The  agreement  contains  certain  covenants,  the  most
restrictive of which requires the Company to maintain  consolidated tangible net
worth, as defined, of at least $2.1 billion.

   In addition to the new revolving credit agreement,  the Company  has its $600
million  revolving  credit  agreement,  whereby the Company may borrow principal
amounts at varying  interest  rates any time prior to  December  17,  2001.  The
combination of the two revolving credit  agreements allows the Company to borrow
principal  amounts up to $2.1  billion  and serves as backup  financing  for the
Company's  commercial  paper and bank line  borrowings.  There  were no  amounts
outstanding under either revolving credit agreement as of April 29, 1999.

                                     Page 8
<PAGE>

Year 2000 Compliance
--------------------
   The Year 2000 issue  results from computer  programs  being written using two
digits  rather  than  four to  define  the  applicable  year.  As the year  2000
approaches,  systems  using such  programs may be unable to  accurately  process
certain  date-based  information.  To the  extent  that the  Company's  software
applications  contain source code that is unable to interpret  appropriately the
upcoming  calendar  year  2000  and  beyond,   some  level  of  modification  or
replacement of such  applications will be necessary to avoid system failures and
the  temporary  inability  to  process  transactions  or engage in other  normal
business activities.

   In September  1995 the Company  formed a project team to assess the impact of
the Year 2000 issue on the  software  and  hardware  utilized  in the  Company's
internal operations.  The project team is staffed primarily with representatives
of the Company's  Information Systems and Technology department and reports on a
regular basis to senior management and the Company's Board of Directors.

   The initial phase of the Year 2000 project was assessment and planning.  This
phase is  substantially  complete  and  included an  assessment  of all computer
hardware,  software,  systems and processes ("IT  Systems") and  non-information
technology systems such as telephones, clocks, scales, refrigeration controllers
and other  equipment  containing  embedded  microprocessor  technology  ("Non-IT
Systems").  The completion of upgrades,  validation and forward date testing for
all systems is scheduled for third fiscal  quarter of 1999 although many systems
have  been  completed.   The  Company  expects  to  successfully  implement  the
remediation of the IT Systems and Non-IT Systems.

   In addition to the  remediation  of the IT systems  and Non-IT  systems,  the
Company has  identified  relationships  with third parties,  including  vendors,
suppliers and service providers,  which the Company believes are critical to its
business  operations.  The Company is in the process of communicating with these
third parties  through  questionnaires,  letters and  interviews in an effort to
determine  the extent to which they are  addressing  their Year 2000  compliance
issues.  The Company will continue to communicate  with,  assess and monitor the
progress of these third parties in resolving Year 2000 issues.

   The total costs to address the Company's Year 2000 issues are estimated to be
approximately $18 million, of which approximately $4 million has been or will be
expensed and  approximately  $14 million has been or will be capitalized.  These
costs include  expenditures  accelerated for Year 2000 compliance.  To date, the
Company has spent  approximately  92% of the estimated  costs.  These costs have
been funded through  operating cash flow and represent an immaterial  portion of
the Company's IT budget.

   The Company is  dependent on the proper  operation  of its internal  computer
systems  and  software  for  several  key  aspects of its  business  operations,
including  store  operations,   merchandise  purchasing,  inventory  management,
pricing,   sales,   warehousing,   transportation,   financial   reporting   and
administrative  functions. The Company is also dependent on the proper operation
of the computer systems and software of third parties  providing  critical goods
and  services  to  the  Company,   including   vendors,   utilities,   financial
institutions,  government  entities and others.  The Company  believes  that its
efforts will result in Year 2000 compliance. However, the failure or malfunction
of internal or external  systems could impair the  Company's  ability to operate
its business in the ordinary course and could have a material  adverse effect on
its results of operations.

   The Company is  currently  developing  its  contingency  plans and intends to
formalize these plans with respect to its most critical  applications during the
third  quarter  of 1999.  Contingency  plans  may  include  manual  workarounds,
increased inventories and extra staffing.


                                     Page 9
<PAGE>

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,
including  statements  about the  ability of the  Company  and ASC to obtain the
necessary  regulatory  approvals and satisfy other  conditions to the closing of
the  merger  transaction  and with  respect  to the  future  performance  of the
combined companies.  All statements,  other than statements of historical facts,
which address  activities,  events or  developments  that the Company expects or
anticipates will or may occur in the future,  including such things as 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  utilizing  numerous  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  consumer
spending, competitive factors 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,  adverse  effects  of  failure to
achieve  Year 2000  compliance,  the  Company's  ability to recruit  and develop
employees,  its ability to develop new stores or complete remodels as rapidly as
planned,  its ability to implement  new  technology  successfully,  stability of
product  costs,  the  ability  of the  Company  and ASC to obtain  the  required
regulatory  approvals  on terms  acceptable  to  them,  adverse  changes  in the
business or  financial  condition  of the Company or ASC prior to the closing of
the merger  transaction and the Company's ability to integrate the operations of
ASC.

   Other  factors  and  assumptions  not  identified  above could also cause the
actual results to differ materially from those set forth in the  forward-looking
information.   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
--------------------------
   Three civil  lawsuits filed in September  1996 as purported  statewide  class
actions in  Washington,  California  and Florida and two civil lawsuits filed in
April 1997 in federal  court in Boise,  Idaho,  as purported  multi-state  class
actions  covering the remaining states in which the Company operated at the time
have been brought against the Company  raising various issues that include:  (i)
allegations  that the  Company  has a  widespread  practice  of  permitting  its


                                    Page 10
<PAGE>

employees  to work  "off-the-clock"  without  being  paid  for  their  work  and
(ii)allegations  that the Company's  bonus and workers'  compensation  plans are
unlawful.  Four of these suits are being  sponsored  and  financed by the United
Food and Commercial Workers (UFCW) International Union. The five suits have been
consolidated in Boise, Idaho. The consolidated complaint for these suits further
alleges claims under the Employee  Retirement  Income Security Act. In addition,
three  other  similar  suits  have been  filed as  purported  class  actions  in
Colorado, New Mexico and Nevada which, in effect,  duplicate the coverage of the
UFCW-sponsored suits under state law. These three cases have been transferred to
the federal court in Boise,  Idaho, for  consolidation or coordination  with the
pending Boise litigation.

   The Company is committed to full compliance with all applicable laws.
Consistent with this commitment, the Company has firm and long-standing policies
in  place  prohibiting  off-the-clock  work and has  structured  its  bonus  and
workers'  compensation plans to comply with applicable law. The Company believes
that the UFCW-sponsored suits are part of a broader and continuing effort by the
UFCW and some of its locals to pressure  the Company to unionize  employees  who
have not expressed a desire to be represented by a union. The Company intends to
vigorously  defend  against  all of these  lawsuits,  and,  at this stage of the
litigation, the Company believes that it has strong defenses against 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 condition.

   The Company is also involved in routine litigation  incidental to operations.
In the opinion of management, the ultimate resolution of these legal proceedings
will not have a material adverse effect on the Company's financial condition.


Item 2.  Changes in Securities
------------------------------
   In accordance with the Company's $1.5 billion revolving credit agreement, the
Company's  consolidated  tangible net worth, as defined,  shall not be less than
$2.1 billion.


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 May 28,  1999,  and
transacted the following business:

<TABLE>
<CAPTION>

     (a)     Election of Class I Directors:

                            Nominee                            Votes For           Votes Withheld
             -------------------------------------    --------------------     -----------------------
               <S>                                           <C>                        <C>
               Clark A. Johnson                              218,025,967                1,468,372
               Charles D. Lein                               217,983,230                1,511,109
               Gary G. Michael                               218,067,633                1,426,706
               Thomas L. Stevens, Jr.                        218,015,534                1,478,805
               Steven D. Symms                               217,588,733                1,905,606
</TABLE>


                                    Page 11
<PAGE>

<TABLE>
<CAPTION>

             Election of Class II Director:

                            Nominee                            Votes For           Votes Withheld
             -------------------------------------    --------------------     ------------------------
             <S>                                             <C>                        <C>
               Thomas J. Wilford                             218,067,742                1,426,597

             Continuing Class II Directors:

                A. Gary Ames          John B. Carley          Paul I. Corddry
                Beatriz Rivera

             Continuing Class III Directors:

                Cecil D. Andrus       John B. Fery            Richard L. King
                J. B. Scott           Will M. Storey

             Director Emeritus:

                Kathryn Albertson
</TABLE>

     (b)     Ratification of Appointment of Independent Auditors:

<TABLE>
<CAPTION>
                                          Votes Against                                   Broker Nonvotes
                   Votes For                                        Abstentions
             ---------------------    --------------------     --------------------    ---------------------
                  <S>                        <C>                      <C>                        <C>
                  218,688,481                219,920                  585,938                    0
</TABLE>

     (c)     Stockholder proposal to declassify the Board of Directors:

<TABLE>
<CAPTION>
                                          Votes Against                                   Broker Nonvotes
                   Votes For                                        Abstentions
             ---------------------    --------------------     --------------------    ---------------------
                   <S>                     <C>                       <C>                     <C>
                   62,572,511              131,624,956               1,709,614               23,587,258
</TABLE>


Item 5.  Other Information
--------------------------
   Not applicable.


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

          Number   Description

          27       Financial data schedule for the 13 weeks ended April 29, 1999

   b.   The  following  reports on Form 8-K were filed during the quarter  ended
        April 29, 1999:

          Current  Report  on Form  8-K  dated  April  5,  1999,  regarding  the
          revolving  credit  agreement  with a syndicate  of banks,  whereby the
          Company  may borrow  principal  amounts up to $1.5  billion at varying
          interest rates any time prior to March 28, 2000.

                                    Page 12
<PAGE>




                               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 3, 1999              /S/ A. Craig Olson
       ---------------------           ---------------------------------
                                        A. Craig Olson
                                        Executive Vice President
                                        and Chief Financial Officer



















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