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 1, 2003     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
                                                -----     -----

   Indicate  by  check mark  whether the Registrant is an accelerated  filer (as
defined in Exchange Act Rule 12b-2).  Yes   x    No
                                          -----     -----

   There were 366,800,479 shares with a par value of $1.00 per share outstanding
at May 30, 2003.


                                       1
<PAGE>






                                ALBERTSON'S INC.
                                      INDEX



<TABLE>
<CAPTION>
PART I        FINANCIAL INFORMATION

<S>           <C>                                                                                                          <C>
Item 1.       Financial Statements (Unaudited)
                  Condensed Consolidated Earnings Statements  for the 13 weeks ended May 1, 2003 and May 2, 2002            3

                  Condensed Consolidated Balance Sheets as of May 1, 2003 and January 30, 2003                              4

                  Condensed Consolidated Cash Flow Statements for the 13 weeks ended May 1, 2003 and May 2, 2002            5

                  Notes to Condensed Consolidated Financial Statements                                                      6

                  Independent Accountants' Report                                                                           9

Item 2.       Management's Discussion and Analysis of Financial Condition and Results of Operations                        10

Item 3.       Quantitative and Qualitative Disclosures About Market Risk                                                   12

Item 4.       Controls and Procedures                                                                                      12

PART II       OTHER INFORMATION

Item 1.       Legal Proceedings                                                                                            12

Item 2.       Changes in Securities and Use of Proceeds                                                                    13

Item 3.       Defaults upon Senior Securities                                                                              13

Item 4.       Submission of Matters to a Vote of Security Holders                                                          13

Item 5.       Other Information                                                                                            13

Item 6.       Exhibits and Reports on Form 8-K                                                                             13
</TABLE>



                                       2
<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<TABLE>
<CAPTION>
                                                                                           13 WEEKS ENDED
                                                                              ---------------------------------------
                                                                                         May 1,              May 2,
                                                                                           2003                2002
                                                                              ------------------- -------------------
<S>                                                                                      <C>                 <C>
Sales                                                                                    $8,940              $8,921
Cost of sales                                                                             6,387               6,298
                                                                              ------------------- -------------------
Gross profit                                                                              2,553               2,623

Selling, general and administrative expenses                                              2,179               2,121
Restructuring (credits) charges and other                                                    (7)                 15
                                                                              ------------------- -------------------
Operating profit                                                                            381                 487

Other (expenses) income:
  Interest, net                                                                            (103)               (105)
  Other, net                                                                                  1                  (3)
                                                                              ------------------- -------------------
Earnings from continuing operations before income taxes                                     279                 379
Income tax expense                                                                          107                 147
                                                                              ------------------- -------------------

Earnings from continuing operations                                                         172                 232
Discontinued operations:
  Operating loss                                                                             -                 (454)
  Income tax benefit                                                                         -                 (151)
                                                                              ------------------- -------------------
 Loss from discontinued operations                                                           -                 (303)
                                                                              ------------------- -------------------
Earnings (loss) before cumulative effect of change in accounting principle                  172                 (71)
                                                                              ------------------- -------------------
Cumulative effect of change in accounting principle (net of tax $60)                          -                 (94)
                                                                              ------------------- -------------------
Net Earnings (Loss)                                                                     $   172             $  (165)
                                                                              =================== ===================


Earnings (loss) per share:
  Basic
     Continuing operations                                                               $ 0.47              $ 0.57
     Discontinued operations                                                                  -               (0.74)
     Cumulative effect of change in accounting principle (net of tax $0.15)                   -               (0.24)
                                                                              ------------------- -------------------
     Net Earnings (Loss)                                                                 $ 0.47             $ (0.41)
                                                                              =================== ===================

  Diluted
     Continuing operations                                                               $ 0.47              $ 0.57
     Discontinued operations                                                                  -               (0.74)
     Cumulative effect of change in accounting principle (net of tax $0.15)                   -               (0.23)
                                                                              ------------------- -------------------
     Net Earnings (Loss)                                                                 $ 0.47             $ (0.40)
                                                                              =================== ===================

Weighted average number of common shares outstanding:
  Basic                                                                                     368                 407
  Diluted                                                                                   369                 409
</TABLE>


See Notes to Condensed Consolidated Financial Statements.


                                       3
<PAGE>


                                ALBERTSON'S, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (in millions, except par values)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                    May 1,          January 30,
                                                                                                      2003                 2003
                                                                                            -----------------    -----------------
         ASSETS

<S>                                                                                                 <C>                  <C>
Current Assets:
   Cash and cash equivalents                                                                        $  107               $  162
   Accounts and notes receivable, net                                                                  620                  647
   Inventories                                                                                       2,944                2,973
   Assets held for sale                                                                                124                  120
   Prepaid and other                                                                                   305                  366
                                                                                            -----------------    -----------------
     Total Current Assets                                                                            4,100                4,268

Land, buildings and equipment (net of accumulated depreciation and
  amortization of $6,316 and $6,158, respectively)                                                   9,086                9,029

Goodwill, net                                                                                        1,399                1,399

Intangibles, net                                                                                       212                  214

Other assets                                                                                           307                  301
                                                                                            -----------------    -----------------

Total Assets                                                                                      $ 15,104             $ 15,211
                                                                                            =================    =================

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable                                                                                 $1,945               $2,009
   Salaries and related liabilities                                                                    476                  599
   Self-insurance                                                                                      246                  244
   Current maturities of long-term debt and capital leases obligations                                 167                  119
   Other current liabilities                                                                           497                  477
                                                                                            -----------------    -----------------
     Total Current Liabilities                                                                       3,331                3,448

Long-term debt                                                                                       4,950                4,950

Capitalized lease obligations                                                                          302                  307

Self-insurance                                                                                         378                  367

Other long-term liabilities and deferred credits                                                       946                  942

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 - 367 shares
     and 372 shares, respectively                                                                      367                  372
   Capital in excess of par                                                                            134                  128
   Accumulated other comprehensive loss                                                                (96)                 (96)
   Retained earnings                                                                                 4,792                4,793
                                                                                            -----------------    -----------------
     Total stockholders' equity                                                                      5,197                5,197
                                                                                            -----------------    -----------------
Total Liabilities and Stockholders' Equity                                                         $15,104             $ 15,211
                                                                                            =================    =================
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>


                                ALBERTSON'S, INC.
                   CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
                                  (in millions)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                  13 WEEKS ENDED
                                                                                    --------------------------------------------
                                                                                             May 1,                    May 2,
                                                                                               2003                      2002
                                                                                    ------------------     ---------------------

<S>                                                                                         <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings (loss)                                                                      $   172                   $  (165)
     Adjustments to reconcile net earnings to net cash
       provided by operating activities:
       Depreciation and amortization                                                            239                       251
       Discontinued operations noncash charges                                                    -                       401
       Cumulative effect of change in accounting principle                                        -                        94
       (Gain) loss on asset sales                                                                (6)                        9
       Net deferred income taxes and other                                                       14                       (82)
       Changes in operating assets and liabilities:
         Receivables, prepaid expenses and other                                                 70                        94
         Inventories                                                                             29                       202
         Accounts payable                                                                       (46)                     (148)
         Other current liabilities                                                             (102)                      (29)
         Self-insurance                                                                          13                         8
         Unearned income                                                                         (8)                        5
         Other                                                                                    6                        (9)
                                                                                    ------------------     ---------------------
   Net cash provided by operating activities                                                    381                       631

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                                        (354)                     (288)
   Proceeds from disposal of land, buildings and equipment                                       35                        42
   Proceeds from disposal of assets held for sale                                                31                        69
   Other                                                                                        (10)                       14
                                                                                    ------------------     ---------------------
   Net cash used in investing activities                                                       (298)                     (163)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Stock purchases and retirements                                                             (108)                        -
   Cash dividends paid                                                                          (71)                      (77)
   Net commercial paper activity                                                                 50                         -
   Payments on long-term borrowings                                                              (9)                      (95)
   Proceeds from stock options exercised                                                          -                        10
                                                                                    ------------------     ---------------------
     Net cash used in financing activities                                                     (138)                     (162)

Net (Decrease) Increase  in Cash and Cash Equivalents                                           (55)                      306

Cash and Cash Equivalents at Beginning of Period                                                162                        61
                                                                                    ------------------     ---------------------

Cash and Cash Equivalents at End of Period                                                  $   107                  $    367
                                                                                    ==================     =====================
</TABLE>



See Notes to Condensed Consolidated Financial Statements.

                                       5
<PAGE>


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


NOTE A - THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business
Albertson's, Inc. ("Albertsons" or 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 largest retail food
and drug chains in the world.

As of May 1, 2003,  the  Company  operated  2,297  stores in 31  states.  Retail
operations   are  supported  by  17  major  Company   distribution   operations,
strategically  located in the  Company's  operating  markets.  The Company  also
operated 212 fuel centers near existing stores.

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

In the opinion of management,  the accompanying unaudited condensed 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.  These condensed consolidated financial 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  have been  condensed  or
omitted  pursuant to such rules and  regulations.  These condensed  consolidated
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial  statements  and  accompanying  notes  included in the Company's  2002
Annual Report on Form 10-K filed with the Securities and Exchange  Commission on
April 24, 2003.  The results of  operations  for the 13 weeks ended May 1, 2003,
are not necessarily indicative of results for a full year.

The Company's operating results and cash flows for the quarter ended May 2, 2002
differ from the previously  reported  results due to the impact of the change in
the  Company's  method of  accounting  for vendor  funds,  as  discussed  in the
Company's  2002 Annual  Report on Form 10-K.  The  information  presented in the
financial  statements  reflects the adoption of EITF 02-16 in the fourth quarter
of 2002, retroactive to the beginning of 2002.

The Company's Condensed  Consolidated  Balance Sheet as of January 30, 2003, has
been derived from the audited Consolidated Balance Sheet as of that date.

Use of Estimates
The  preparation  of  the  Company's  consolidated   financial  statements,   in
conformity with accounting  principles  generally accepted in the United States,
requires  management to make estimates and assumptions.  Some of these estimates
require  difficult,  subjective  or complex  judgments  about  matters  that are
inherently  uncertain.  As a result,  actual  results  could  differ  from these
estimates. 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.

Inventory
Net earnings  reflects  the  application  of the LIFO method of valuing  certain
inventories.   Quarterly  inventory  determinations  under  LIFO  are  based  on
assumptions as to projected inventory levels at the end of the year and the rate
of inflation for the year.  Albertsons recorded pretax LIFO expense of $4 and $5
for the 13 weeks ended May 1, 2003, and May 2, 2002, respectively.

The  Company's  vendor  fund  inventory  offset as of May 1,  2003 was  $146,  a
decrease of $6 from the  beginning of 2003.  The  inventory  offset as of May 2,
2002 was $143, a decrease of $16 from the beginning of 2002.

Stock-Based Compensation
The Company  accounts for  stock-based  compensation  using the intrinsic  value
method  prescribed  in  Accounting  Principles  Board  ("APB")  Opinion  No. 25,
"Accounting for Stock Issued to Employees," and has adopted the  disclosure-only
alternative  of Statement of Financial  Accounting  Standards  ("SFAS") No. 123,
"Accounting for  Stock-based  Compensation,"  and SFAS No. 148,  "Accounting for
Stock-Based Compensation - Transition and Disclosure."

                                       6
<PAGE>

The following  table  represents the effect on net earnings  (loss) and earnings
(loss) per share that would have  resulted  if the  Company had applied the fair
value based method and  recognition  provisions  of SFAS No. 123 to  stock-based
employee compensation:


<TABLE>
<CAPTION>
                                                                           13 Weeks Ended
                                                                      May 1, 2003     May 2, 2002
       -------------------------------------------------------  ------------------- ---------------
<S>                                                                         <C>             <C>
       Net earnings (loss) as reported                                      $  172          $ (165)

       Add:   Stock-based   compensation  expense  included  in
         reported net earnings, net of related tax effects                       4               3

       Deduct:    Total   stock-based    compensation   expense
         determined  under  fair  value  based  method  for all
         awards, net of  related tax effects                                   (11)            (12)
       ---------------------------------------------------------  ----------------- ---------------
       Net earnings (loss) - pro forma                                       $ 165          $ (174)
       =========================================================  ================= ===============

       Basic earnings (loss) per share:

         As reported                                                        $ 0.47         $ (0.41)

         Pro forma                                                            0.45           (0.43)
       =========================================================  ================= ===============

       Diluted earnings (loss) per share:

         As reported                                                        $ 0.47         $ (0.40)

         Pro forma                                                            0.45           (0.43)
       =========================================================  ================= ===============
</TABLE>

Long-Term Debt
On May 1, 2003, the Company issued $50 in overnight commercial paper for working
capital purposes at an interest rate of 1.4% per annum. The outstanding  balance
at May 1, 2003, is included in "Current maturities of long-term debt and capital
lease obligations" on the condensed consolidated balance sheet.

Reclassifications
Certain reclassifications have been made to the May 2, 2002 financial statements
to conform to classifications in the current quarter.

NOTE B - RECENTLY ADOPTED ACCOUNTING STANDARDS
In July 2001 the  Financial  Accounting  Standards  Board  ("FASB")  issued SFAS
No.  143,  "Accounting  for  Asset  Retirement  Obligations."    This  statement
addresses financial accounting and reporting for obligations associated with the
retirement of tangible  long-lived  assets and the associated  asset  retirement
costs.  SFAS No. 143 became  effective for the Company on January 31, 2003,  and
did not have a material effect on the Company's condensed consolidated financial
statements for the quarter ended May 1, 2003.

In January 2003 the FASB issued Interpretation No. 46 ("FIN 46"), "Consolidation
of  Variable  Interest  Entities  - an  Interpretation  of ARB No.  51."  FIN 46
requires  certain variable  interest  entities to be consolidated by the primary
beneficiary of the entity if the equity  investors in the entity do not have the
characteristics  of a controlling  financial  interest or do not have sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated  financial  support  from other  parties.  The  provisions  of this
interpretation became effective for the Company on January 31, 2003, and did not
have  a  material  effect  on the  Company's  condensed  consolidated  financial
statements for the quarter ended May 1, 2003.

NOTE C - RESERVES FOR RESTRUCTURING ACTIVITIES, MARKET EXITS AND CLOSED STORES
In 2001 the Company  recorded a pre-tax charge to earnings of $107 primarily for
lease  settlements  and  severance  costs  in  connection  with the  closure  of
165 stores and the reduction of overhead  functions.  As of January 30, 2003, an
accrual of $28 was recorded for these  settlements  and costs.  During the first
quarter  of  2003,  the  Company  paid $2 and had  favorable  lease  termination
settlements of $2, leaving a balance of $24 as of May 1, 2003.

In 2002 the Company  recorded a pre-tax  charge to earnings of $51 primarily for
lease  settlements  and  severance  costs  in  connection  with the exit of four
underperforming  markets. As of January 30, 2003, an accrual of $11 was recorded
for these  settlements and costs.  During the first quarter of 2003, the Company
paid $1, leaving a balance of $10 as of May 1, 2003.

As of January 30, 2003, the Company had an accrual of $30 for closed store lease
termination  costs.  During the first  quarter  of 2003,  the  Company  recorded
additional reserves of $2, had favorable lease termination settlements of $2 and
paid $3,  leaving a balance  of $27 as of May 1,  2003.  The  Company  also sold
certain  closed stores in the first quarter of 2003 which  resulted in a gain of
$6 (reflected in "Selling, general and administrative expenses" on the condensed
consolidated earnings statement).

                                       7
<PAGE>

NOTE D - CONTINGENCIES
The Company is subject to various lawsuits,  claims and other legal matters that
arise in the ordinary course of conducting business.

In March 2000 a class action  complaint was filed against  Albertsons 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  (Gardner,  et al. v.
Albertson's,  Inc.,  et al.) by  bonus-eligible  managers  seeking  recovery  of
additional  bonus  compensation  based  upon  plaintiffs'  allegation  that  the
calculation  of profits on which their  bonuses were based  improperly  included
expenses for workers' compensation costs, cash shortages, premises liability and
"shrink"  losses in  violation  of  California  law.  In October  2001 the court
granted summary  judgment  against Sav-on Drug Stores,  finding one of its bonus
plans unlawful under plaintiffs' liability theory. In August 2001 a class action
complaint with very similar claims, also involving  bonus-eligible managers, was
filed against Albertson's, Inc., Lucky Stores, Inc. and American Stores Company,
wholly-owned  subsidiaries of the Company,  in the Superior Court for the County
of Los Angeles,  California (Petersen, et al. v. Lucky Stores, Inc., et al.). In
June 2002 the cases were  consolidated  and in August  2002 a class  action with
respect to the  consolidated  case was  certified by the court.  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 that the ultimate  resolution of this action will have a material adverse
effect on the  Company's  financial  condition,  results of  operations  or cash
flows.

In April 2000 a class action  complaint was filed against  Albertsons 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  (Gardner,  et al. v.
American  Stores  Company,  et al.) by assistant  managers  seeking  recovery of
overtime  pay based  upon  plaintiffs'  allegation  that  they  were  improperly
classified  as exempt  under  California  law.  In May 2001 a class  action with
respect to Sav-on Drug Stores  assistant  managers was certified by the court. A
case with very  similar  claims,  involving  the Sav-on  Drug  Stores  assistant
managers  and  operating  managers,  was also  filed in April 2000  against  the
Company's  subsidiary  Sav-on Drug Stores,  Inc. in the  Superior  Court for the
County of Los Angeles, California (Rocher, Dahlin, et al. v. Sav-on Drug Stores,
Inc.)  and was also  certified  as a class  action.  In April  2002 the Court of
Appeal of the State of California Second Appellate  District reversed the Rocher
class certification,  leaving only two plaintiffs.  The California Supreme Court
has accepted plaintiffs' request for review of this class  decertification.  The
Gardner case is on hold pending the review by the California  Supreme Court. 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 that the ultimate  resolution of these lawsuits will
have a material adverse effect on the Company's financial condition,  results of
operations or cash flows.

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, and 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 met eligibility criteria have been allowed to present their
off-the-clock work claims to a settlement administrator.  Additionally,  current
and  former  grocery  managers  employed  in the State of  California  have been
allowed to present their exempt status claims to a settlement administrator. The
Company  mailed  notices of the  settlement  and claims  forms to  approximately
80,000 associates and former  associates.  Approximately  6,000 claim forms were
returned,   of  which   approximately   5,000  were  deemed  by  the  settlement
administrator  to be incapable of valuation,  presumed  untimely,  or both.  The
court is considering  the status and handling of these 5,000 claims.  The claims
administrator  was able to assign a value to approximately  1,000 claims,  which
amount  to a total of  approximately  $14,  although  the value of many of those
claims is still  subject to challenge  by the Company.  The Company is presently
unable to determine the number of individuals  who may  ultimately  submit valid
claims or the amounts that it may  ultimately be required to pay with respect to
such claims. Based on the information presently available to it, management does
not expect  that the  satisfaction  of valid  claims  submitted  pursuant to the
settlement  will  have a  material  adverse  effect on the  Company's  financial
condition, results of operations or cash flows.

The Company is also  involved in routine  legal  proceedings  incidental  to its
operations.   The  Company  utilizes  various  methods  of  alternative  dispute
resolution,   including  settlement   discussions,   to  manage  the  costs  and
uncertainties  inherent in the litigation  process.  Management  does not expect
that the ultimate  resolution  of these legal  proceedings  will have a material
adverse effect on the Company's  financial  condition,  results of operations or
cash flows.

The statements  above reflect  management's  current  expectations  based on the
information presently available to the Company. However, predicting the outcomes
of claims and  litigation  and  estimating  related costs and exposures  involve
substantial  uncertainties that could cause actual outcomes, costs and exposures
to vary materially from current expectations. In addition, the Company regularly
monitors its exposure to the loss  contingencies  associated  with these matters
and may from time to time change its  predictions  with  respect to outcomes and
its estimates with respect to related costs and  exposures.  It is possible that
material differences in actual outcomes, costs and exposures relative to current
predictions and estimates, or material changes in such predictions or estimates,
could have a  material  adverse  effect on the  Company's  financial  condition,
results of operations or cash flows.

                                       8
<PAGE>













INDEPENDENT ACCOUNTANTS' REPORT


To the Board of Directors and Stockholders of Albertson's, Inc.:
Boise, Idaho

We have  reviewed  the  accompanying  condensed  consolidated  balance  sheet of
Albertson's,  Inc. and  subsidiaries  ("Albertsons")  as of May 1, 2003, and the
related condensed  consolidated earnings statements and cash flow statements for
the  thirteen-week  periods ended May 1, 2003 and May 2, 2002.  These  financial
statements are the responsibility of Albertsons management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America,  the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to such condensed  consolidated  financial  statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United  States of America,  the  consolidated  balance  sheet of
Albertsons as of January 30, 2003,  and the related  consolidated  statements of
earnings,  stockholders'  equity,  and cash  flows for the year then  ended (not
presented  herein);  and in our report  dated March 20,  2003,  we  expressed an
unqualified opinion on those consolidated financial statements.  In our opinion,
the information set forth in the  accompanying  condensed  consolidated  balance
sheet as of January 30, 2003, is fairly  stated,  in all material  respects,  in
relation to the consolidated balance sheet from which it has been derived.




/S/ DELOITTE & TOUCHE LLP

Boise, Idaho
June 4, 2003


                                       9
<PAGE>


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



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of  Operations
Net earnings  were $172 or $0.47 per diluted share in the first quarter of 2003,
compared to a net loss of $165 or $0.40 per diluted  share in the first  quarter
of 2002. The  improvement was the result of a charge of $94 in the first quarter
of 2002 related to the Company's adoption of a new accounting  principle for the
recognition of vendor funds, a net loss from discontinued  operations of $303 in
the first  quarter of 2002,  and a decrease of $60 in earnings  from  continuing
operations in the first quarter of 2003 as compared to 2002.

Earnings from continuing  operations were $172 or $0.47 per diluted share in the
first  quarter  of 2003  compared  to $232 or $0.57 per  diluted  share in first
quarter of 2002.  Earnings  from  continuing  operations in the first quarter of
2003  decreased  26% from  the  first  quarter  of 2002  due to a  reduction  in
identical  store sales of 1.2%, a decrease in gross margin of 84 basis points to
28.6%, and increased selling, general and administrative expenses.

Sales  were  $8,940  and  $8,921  in  the  first   quarter  of  2003  and  2002,
respectively. The slight sales growth was generated primarily by sales at stores
opened  in the  past  year;  comparable  store  sales  which  includes  sales at
replacement  stores  decreased by 0.9% in 2003 versus 2002, and identical  store
sales decreased 1.2% in 2003 versus 2002.  During the first quarter of 2003, the
Company  opened  20  combination   food  and  drug  stores  and  12  stand-alone
drugstores,  while closing 3 combination  food and drug stores,  8  conventional
stores,  and 11  drugstores.  Management  estimates  that  overall  inflation in
products the Company sells was  approximately  0.2%, as compared to deflation of
0.4% in the corresponding period ended May 2, 2002.

Gross profit, as a percentage of sales, decreased from 29.4% in 2002 to 28.6% in
2003. The decrease resulted from the Company's decision to lower sales prices in
key  product  categories  (primarily  in the  grocery  and  general  merchandise
departments) and selected geographic markets to maintain  market-share,  as well
as  increased  promotional  pricing  Company-wide.  Also,  the Company  realized
cost-savings as part of its strategic  sourcing  program and  re-invested  those
savings in targeted price reductions.  The pharmacy department's gross profit as
a  percentage  of sales  improved in 2003 versus 2002 due to  increased  generic
substitution.

Total  selling,  general  and  administrative  expenses,  as a percent to sales,
increased  to 24.4%  in  first  quarter  of 2003 as  compared  to 23.8% in first
quarter 2002 primarily due to higher employee  benefits costs,  occupancy costs,
and workers' compensation costs,  offset by reductions in salaries and wages and
asset impairment costs.

Net  interest  expense in the first  quarter of 2003 was $103,  a decrease of $2
compared to the first quarter of 2002, primarily due to a slight decrease in the
Company's effective interest rate. Capitalized interest expense was $4 and $5 in
the first quarter of 2003 and 2002, respectively. The slight decrease was due to
a reduction in the Company's average effective interest rate.

Critical Accounting Policies
The preparation of financial  statements  requires  management to make estimates
and judgments that affect the reported amounts of assets, liabilities,  revenues
and expenses and related  disclosure of contingent  assets and liabilities.  The
accompanying  condensed consolidated financial statements are prepared using the
same critical  accounting policies discussed in the Company's 2002 Annual Report
on Form 10-K.

The  Company's  vendor  fund  inventory  offset as of May 1,  2003 was  $146,  a
decrease of $6 from the  beginning of 2003.  The  inventory  offset as of May 2,
2002 was $143, a decrease of $16 from the beginning of 2002.

Recent Accounting Standards
In July 2001 the Financial  Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  "SFAS"  No.  143,  "Accounting  for  Asset
Retirement  Obligations."  This  statement  addresses  financial  accounting and
reporting for obligations  associated with the retirement of tangible long-lived
assets and the associated asset retirement  costs. SFAS No. 143 became effective
for the Company on January 31, 2003,  and did not have a material  effect on the
Company's  condensed  consolidated  financial  statements  for the quarter ended
May 1, 2003.

In January 2003 the FASB issued Interpretation No. 46 ("FIN 46"), "Consolidation
of  Variable  Interest  Entities  - an  Interpretation  of ARB No.  51."  FIN 46
requires  certain variable  interest  entities to be consolidated by the primary
beneficiary of the entity if the equity  investors in the entity do not have the
characteristics  of a controlling  financial  interest or do not have sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated  financial  support  from other  parties.  The  provisions  of this
interpretation became effective for the Company on January 31, 2003, and did not
have  a  material  effect  on the  Company's  condensed  consolidated  financial
statements for the quarter ended May 1, 2003.

                                       10
<PAGE>

Liquidity and Capital Resources
Cash provided by operating  activities during the first quarter of 2003 was $381
compared to $631 for the same period in the prior year.  The decrease in 2003 is
due primarily to a reduction in earnings before discontinued  operations and the
cumulative  effect  of a change in  accounting  principle,  and the  prior  year
inventory reduction connected with the 2002 market exits.

Cash flow used by investing activities in the first quarter of 2003 increased to
$298  compared  to  $163  in  2002  primarily  because  of the  Company's  store
development program, technology investments and a reduction of asset sales.

The Company  utilizes its commercial  paper and bank line programs  primarily to
supplement  cash required for seasonal  fluctuations  in working  capital and to
fund its capital  expenditure  program.  Accordingly,  commercial paper and bank
line borrowings may fluctuate between reporting periods.  The Company had $50 in
commercial  paper  borrowings  outstanding  at May 1, 2003,  and no  outstanding
borrowing at January 30, 2003.

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, as defined, of no less than 2.7 times. As of May 1, 2003,
the  Company was in  compliance  with these  requirements.  No  borrowings  were
outstanding under these credit facilities as of May 1, 2003.

The  Company  filed a shelf  registration  statement  with  the  Securities  and
Exchange  Commission,  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 1, 2003,  up to $2,400 of debt  securities
remain available for issuance under the Company's 2001 Registration Statement.

The Company's Board of Directors extended the Company's stock buyback program on
December  9, 2002,  authorizing,  at  management's  discretion,  the  Company to
purchase and retire up to $500 of the Company's  common stock beginning  January
1, 2003 and ending  December 31, 2003. In the first quarter of 2003, the Company
repurchased  5.3 million  shares of its common stock for a total  expenditure of
$108 at an average price of $20.26 per share.

Contractual Obligations and Commercial Commitments
There  have  been  no  material  changes  regarding  the  Company's  contractual
obligations and commercial  commitments from the information  provided in Note Y
"Contractual  Obligations  and  Commercial  Commitments"  in the Company's  2002
Annual Report on Form 10-K.

Letters of Credit
The  Company  had  outstanding  letters  of  credit  of $103 as of May 1,  2003,
consisting  of $91 of standby  letters  of credit  covering  primarily  workers'
compensation or performance  obligations and $12 of commercial letters of credit
supporting the Company's merchandise import program.

Off-Balance Sheet Arrangements
The Company has no significant  off-balance sheet arrangements  including equity
method  investments.  Investments that are accounted for under the equity method
have no liabilities associated with them that are material to the Company.

Related Party Transactions
There were no material  related party  transactions  during the first quarter of
2003.

Cautionary  Statement  for Purposes of "Safe Harbor  Provisions"  of the Private
Securities Litigation Reform Act of 1995
All statements  other than  statements of historical  fact contained in this and
other documents disseminated by the Company,  including statements regarding the
Company's expected financial  performance,  are  forward-looking  information as
defined in the Private  Securities  Litigation  Reform Act of 1995. In reviewing
such information about the future performance of the Company,  it should be kept
in mind that  actual  results  may differ  materially  from those  projected  or
suggested in such forward-looking information since predictions regarding future
results  of  operations   and  other  future  events  are  subject  to  inherent
uncertainties.

These statements may relate to, among other things: investing to increase sales;
changes in cash  flow;  increases  in  insurance  and  employee  benefit  costs;
attainment of cost reduction  goals;  achieving sales increases and increases in
identical sales; opening and remodeling stores; and the Company's five strategic
imperatives;  and are indicated by words or phrases such as "expects,"  "plans,"
"believes,"  "estimate,"  and "goal." In reviewing  such  information  about the
future performance of the Company, it should be kept in mind that actual results
may differ materially from those projected or suggested in such  forward-looking
information.

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;

                                       11
<PAGE>

changes in  consumer  spending;  actions  taken by new or  existing  competitors
(including nontraditional  competitors),  particularly those intended to improve
their  market  share (such as pricing  and  promotional  activities);  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;  the  Company's  ability to develop new
stores or  complete  remodels as rapidly as planned;  the  Company's  ability to
implement new technology successfully; 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  projected  or  suggested  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  predictions,  assumptions,  estimates  or changes in other
factors affecting such forward-looking information.

Item 3.  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" of the Company's 2002 Annual Report on Form 10-K.

Item 4.  Controls and Procedures
Albertsons management, including the Chief Executive Officer and Chief Financial
Officer,  have evaluated the effectiveness of the Company's  disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) as of a date
within 90 days prior to the filing of this report. Based on this evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective to provide reasonable assurance
that information  required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act is recorded,  processed,  summarized and
reported  within the time  periods  specified  by the  Securities  and  Exchange
Commission's rules and forms.  Subsequent to the date of this evaluation,  there
have not been any significant  changes in the Company's internal controls or, to
management's  knowledge,  in other factors that could  significantly  affect the
Company's internal controls.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings
The Company is subject to various lawsuits,  claims and other legal matters that
arise in the ordinary course of conducting business.

In March 2000 a class action  complaint was filed against  Albertsons 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  (Gardner,  et al. v.
Albertson's,  Inc.,  et al.) by  bonus-eligible  managers  seeking  recovery  of
additional  bonus  compensation  based  upon  plaintiffs'  allegation  that  the
calculation  of profits on which their  bonuses were based  improperly  included
expenses for workers' compensation costs, cash shortages, premises liability and
"shrink"  losses in  violation  of  California  law.  In October  2001 the court
granted summary  judgment  against Sav-on Drug Stores,  finding one of its bonus
plans unlawful under plaintiffs' liability theory. In August 2001 a class action
complaint with very similar claims, also involving  bonus-eligible managers, was
filed against Albertson's, Inc., Lucky Stores, Inc. and American Stores Company,
wholly-owned  subsidiaries of the Company,  in the Superior Court for the County
of Los Angeles,  California (Petersen, et al. v. Lucky Stores, Inc., et al.). In
June 2002 the cases were  consolidated  and in August  2002 a class  action with
respect to the  consolidated  case was  certified by the court.  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 that the ultimate  resolution of this action will have a material adverse
effect on the  Company's  financial  condition,  results of  operations  or cash
flows.

In April 2000 a class action  complaint was filed against  Albertsons 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  (Gardner,  et al. v.
American  Stores  Company,  et al.) by assistant  managers  seeking  recovery of
overtime  pay based  upon  plaintiffs'  allegation  that  they  were  improperly
classified  as exempt  under  California  law.  In May 2001 a class  action with
respect to Sav-on Drug Stores  assistant  managers was certified by the court. A
case with very  similar  claims,  involving  the Sav-on  Drug  Stores  assistant
managers  and  operating  managers,  was also  filed in April 2000  against  the
Company's  subsidiary  Sav-on Drug Stores,  Inc. in the  Superior  Court for the
County of Los Angeles, California (Rocher, Dahlin, et al. v. Sav-on Drug Stores,
Inc.)  and was also  certified  as a class  action.  In April  2002 the Court of
Appeal of the State of California Second Appellate  District reversed the Rocher
class certification,  leaving only two plaintiffs.  The California Supreme Court
has accepted plaintiffs' request for review of this class  decertification.  The
Gardner case is on hold pending the review by the California  Supreme Court. 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 that the ultimate  resolution of these lawsuits will
have a material adverse effect on the Company's financial condition,  results of
operations or cash flows.

                                       12
<PAGE>

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, and 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 met eligibility criteria have been allowed to present their
off-the-clock work claims to a settlement administrator.  Additionally,  current
and  former  grocery  managers  employed  in the State of  California  have been
allowed to present their exempt status claims to a settlement administrator. The
Company  mailed  notices of the  settlement  and claims  forms to  approximately
80,000 associates and former  associates.  Approximately  6,000 claim forms were
returned,   of  which   approximately   5,000  were  deemed  by  the  settlement
administrator  to be incapable of valuation,  presumed  untimely,  or both.  The
court is considering  the status and handling of these 5,000 claims.  The claims
administrator  was able to assign a value to approximately  1,000 claims,  which
amount  to a total of  approximately  $14,  although  the value of many of those
claims is still  subject to challenge  by the Company.  The Company is presently
unable to determine the number of individuals  who may  ultimately  submit valid
claims or the amounts that it may  ultimately be required to pay with respect to
such claims. Based on the information presently available to it, management does
not expect  that the  satisfaction  of valid  claims  submitted  pursuant to the
settlement  will  have a  material  adverse  effect on the  Company's  financial
condition, results of operations or cash flows.

The Company is also  involved in routine  legal  proceedings  incidental  to its
operations.   The  Company  utilizes  various  methods  of  alternative  dispute
resolution,   including  settlement   discussions,   to  manage  the  costs  and
uncertainties  inherent in the litigation  process.  Management  does not expect
that the ultimate  resolution  of these legal  proceedings  will have a material
adverse effect on the Company's  financial  condition,  results of operations or
cash flows.

The statements  above reflect  management's  current  expectations  based on the
information presently available to the Company. However, predicting the outcomes
of claims and  litigation  and  estimating  related costs and exposures  involve
substantial  uncertainties that could cause actual outcomes, costs and exposures
to vary materially from current expectations. In addition, the Company regularly
monitors its exposure to the loss  contingencies  associated  with these matters
and may from time to time change its  predictions  with  respect to outcomes and
its estimates with respect to related costs and  exposures.  It is possible that
material differences in actual outcomes, costs and exposures relative to current
predictions and estimates, or material changes in such predictions or estimates,
could have a  material  adverse  effect on the  Company's  financial  condition,
results of operations or cash flows.

Item 2.  Changes in Securities and Use of Proceeds
None.

Item 3.  Defaults upon Senior Securities
None.

Item 4.  Submission of Matters to a Vote of Security Holders
None.

Item 5.  Other Information
None.

Item 6.  Exhibits and Reports on Form 8-K

a.       Exhibits

         10.47      Long-term Incentive Plan (effective as of February 1, 2003).

         11         Computation of Earnings Per Common Share

         15         Letter re:  Unaudited Interim Financial Statements

         99.1       Certification of CEO Pursuant to  18  U.S.C.  Section  1350,
                    as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                    of 2002.

         99.2       Certification of CFO Pursuant to  18  U.S.C.  Section  1350,
                    as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                    of 2002.


                                       13
<PAGE>


b.   The following reports under  Item 9.  Regulation FD Disclosure on  Form 8-K
     were filed during the quarter ended May 1, 2003.

          Current  report  on Form 8-K  dated  March  20,  2003,  including  the
          Company's press release which discussed the Company's earnings for the
          fourth quarter of 2002 and for fiscal year 2002 and the Company's 2003
          guidance.

          Current  report on Form 8-K dated February 26, 2003,  including  press
          release  regarding the dismissal of the class action  lawsuit  Maureen
          Baker et al. vs. Jewel Food Stores, Inc.  and Dominick's Supermarkets,
          Inc.



                                    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 6, 2003                    /S/ Felicia D. Thornton
                                      -----------------------------------------
                                      Felicia D. Thornton
                                      Executive Vice President
                                        and Chief Financial Officer



                                       14
<PAGE>


CERTIFICATIONS

I, Lawrence R. Johnston, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Albertson's, Inc.;

2.   Based on my knowledge, this  quarterly report  does not  contain any untrue
     statement of a material fact  or omit to state a material fact necessary to
     make the  statements made, in  light of the circumstances  under which such
     statements were made, not  misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly  report (the  "Evaluation  Date");  and
     c)   Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   All  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal  controls;  and
     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




Date: June 6, 2003                  /S/ Lawrence R. Johnston
                                   ------------------------------------------
                                   Lawrence R. Johnston
                                   Chairman of the Board and
                                     Chief Executive Officer


                                       15
<PAGE>





I, Felicia D. Thornton, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Albertson's, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   All  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: June 6, 2003                  /S/ Felicia D. Thornton
                                   ------------------------------------------
                                   Felicia D. Thornton
                                   Executive Vice President
                                     and Chief Financial Officer




                                       16
<PAGE>