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 26 Weeks Ended: August 3, 2000      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 September 1, 2000:  421,038,228



                                     Page 1
<PAGE>


                          PART I. FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>

                                                            13 WEEKS ENDED                          26 WEEKS ENDED
                                                   ----------------------------------    --------------------------------------
                                                         August 3,         July 29,             August 3,           July 29,
                                                              2000             1999                  2000               1999
                                                   ---------------- -----------------    ------------------ -------------------
<S>                                                <C>              <C>                  <C>                <C>

Sales                                                       $9,213           $9,381               $18,227            $18,597
Cost of sales                                                6,572            6,826                13,076             13,539
                                                   ---------------- -----------------    ------------------ -------------------
Gross profit                                                 2,641            2,555                 5,151              5,058

Selling, general and
  administrative expenses                                    2,221            2,172                 4,353              4,230
Merger-related (income)
  expense                                                       (1)             458                     1                430
                                                   ---------------- -----------------    ------------------ -------------------
Operating profit (loss)                                        421              (75)                  797                398

Other (expenses) income:
  Interest, net                                                (99)             (78)                 (182)              (160)
  Other, net                                                     3                1                     4                  5
                                                   ---------------- -----------------    ------------------ -------------------
Earnings (loss) before
 income taxes and extra-
 ordinary item                                                 325             (152)                  619                243
Income taxes                                                   131               53                   246                210
                                                   ---------------- -----------------    ------------------ -------------------
Earnings (loss) before
  extraordinary item                                           194             (205)                  373                 33
Extraordinary loss on
  extinguishment of debt, net
  of tax benefit of $7                                                          (23)                                     (23)
                                                   ---------------- -----------------    ------------------ -------------------

NET EARNINGS (LOSS)                                         $  194           $ (228)              $   373            $    10
                                                   ================ =================    ================== ===================

BASIC EARNINGS (LOSS) PER SHARE:
  Earnings (loss) before
    extraordinary item                                      $ 0.46           $(0.49)               $ 0.88             $ 0.08
  Extraordinary item                                                          (0.06)                                   (0.06)
                                                   ---------------- -----------------    ------------------ -------------------
  Net earnings (loss)                                       $ 0.46           $(0.54)               $ 0.88             $ 0.02
                                                   ================ =================    ================== ===================

DILUTED EARNINGS (LOSS) PER SHARE:
  Earnings (loss) before
    extraordinary item                                      $ 0.46           $(0.49)               $ 0.88             $ 0.08
  Extraordinary item                                                          (0.06)                                   (0.06)
                                                   ---------------- -----------------    ------------------ -------------------
  Net earnings (loss)                                       $ 0.46           $(0.54)               $ 0.88             $ 0.02
                                                   ================ =================    ================== ===================

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING:
  Basic                                                    422,553          421,619               423,127           420,953
  Diluted                                                  423,190          421,619               423,416           422,317
</TABLE>







See Notes to Consolidated Financial Statements.


                                     Page 2
<PAGE>


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

<TABLE>
<CAPTION>

                                                                                   August 3, 2000               February 3,
                                                                                      (unaudited)                      2000
                                                                              --------------------       -------------------
                   ASSETS
<S>                                                                           <C>                        <C>
CURRENT ASSETS:
   Cash and cash equivalents                                                               $ 107                     $ 231
   Accounts and notes receivable                                                             536                       587
   Inventories                                                                             3,123                     3,481
   Prepaid expenses                                                                           83                       154
   Property held for resale                                                                   82                       100
   Deferred income taxes                                                                      26                        29
                                                                              --------------------       -------------------
                TOTAL CURRENT ASSETS                                                       3,957                     4,582

OTHER ASSETS                                                                                 428                       456
GOODWILL AND INTANGIBLES, net                                                              1,737                     1,757

LAND, BUILDINGS AND EQUIPMENT (net of
   accumulated depreciation and amortization
   of $5,594 and $5,087, respectively)                                                     9,197                     8,913
                                                                              --------------------       -------------------
                                                                                         $15,319                   $15,708
                                                                              ====================       ===================

     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                                      $ 2,231                   $ 2,162
   Salaries and related liabilities                                                          499                       555
   Taxes other than income taxes                                                             191                       172
   Income taxes                                                                               16                        82
   Self-insurance                                                                            175                       187
   Unearned income                                                                           105                       110
   Other current liabilities                                                                 109                       115
   Merger related accruals                                                                    16                        33
   Current maturities of long-term debt                                                       94                       623
   Current capitalized lease obligations                                                      18                        19
                                                                              --------------------       -------------------
                TOTAL CURRENT LIABILITIES                                                  3,454                     4,058

LONG-TERM DEBT                                                                             4,894                     4,805

CAPITALIZED LEASE OBLIGATIONS                                                                207                       187

SELF-INSURANCE                                                                               223                       223

DEFERRED INCOME TAXES                                                                         86                        52

OTHER LONG-TERM LIABILITIES AND DEFERRED CREDITS                                             631                       681

STOCKHOLDERS' EQUITY:
   Preferred stock - $1.00 par value; authorized - 10 shares; issued - none
   Common stock - $1.00 par value; authorized - 1,200 shares; issued - 421
     shares and 424 shares, respectively                                                     421                       424
   Capital in excess of par value                                                             58                       145
   Retained earnings                                                                       5,345                     5,133
                                                                              --------------------       -------------------
                                                                                           5,824                     5,702
                                                                              --------------------       -------------------
                                                                                         $15,319                   $15,708
                                                                              ====================       ===================
</TABLE>



See Notes to Consolidated Financial Statements.


                                     Page 3
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                              26 WEEKS ENDED
                                                                              -----------------------------------------------
                                                                                       August 3,                   July 29,
                                                                                            2000                       1999
                                                                              --------------------       --------------------
<S>                                                                           <C>                        <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings                                                                          $   373                      $  10
     Adjustments to reconcile net earnings to
     net cash provided by operating activities:
       Depreciation and amortization                                                         458                        419
       Goodwill amortization                                                                  28                         30
       Noncash merger-related expense                                                          3                        304
       Net loss (gain) on asset sales                                                          8                         (2)
       Net deferred income taxes                                                              37                        (83)
       Increase in cash surrender value of
         Company-owned life insurance                                                         (4)                        (5)
       Changes in operating assets and liabilities:
         Receivables and prepaid expenses                                                    109                        112
         Inventories                                                                         359                          6
         Accounts payable                                                                     69                        (25)
         Other current liabilities                                                          (130)                        17
         Self-insurance                                                                      (11)                       (35)
         Unearned income                                                                     (20)                        (9)
         Other long-term liabilities                                                         (35)                      (121)
                                                                              --------------------       --------------------
   Net cash provided by operating activities                                               1,244                        618

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net capital expenditures excluding
     noncash activities                                                                     (708)                      (823)
   Decrease in other assets                                                                   17                          8
                                                                              --------------------       --------------------
   Net cash used in investing activities                                                    (691)                      (815)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term borrowings                                                        515                      1,800
   Payments on long-term borrowings                                                         (345)                      (835)
   Net commercial paper and bank line activity                                              (601)                      (756)
   Proceeds from stock options exercised                                                       5                         20
   Cash dividends paid                                                                      (156)                      (112)
   Stock purchased and retired                                                               (95)
                                                                              --------------------       --------------------
   Net cash (used in) provided by financing
     activities                                                                             (677)                       117
                                                                              --------------------       --------------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                   (124)                       (80)

CASH AND CASH EQUIVALENTS AT BEGINNING
   OF PERIOD                                                                                 231                        116
                                                                              --------------------       --------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                               $   107                     $   36
                                                                              ====================       ====================
</TABLE>









See Notes to Consolidated Financial Statements.


                                     Page 4
<PAGE>


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

Business Combination
   On June 23, 1999,  Albertson's,  Inc.  ("Albertson's"  or the  "Company") and
American  Stores  Company  ("ASC")  consummated  a merger  with the  issuance of
approximately 177 million shares of Albertson's common stock (the "Merger"). The
Merger  constituted a tax-free  reorganization  and has been  accounted for as a
pooling-of-interests for accounting and financial reporting purposes.

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

   In  the  opinion  of  management,  the  accompanying  unaudited  consolidated
financial statements include all adjustments necessary to present fairly, in all
material  respects,  the  results of  operations  of the Company for the periods
presented.  Such  adjustments  consisted  only of normal  recurring  items.  The
statements  have  been  prepared  by  the  Company  pursuant  to the  rules  and
regulations of the Securities and Exchange  Commission.  Certain information and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted  pursuant to such rules and  regulations.
It is  suggested  that  these  consolidated  financial  statements  be  read  in
conjunction with the consolidated  financial  statements and accompanying  notes
included in the Company's 1999 Annual Report.

   The  balance  sheet at  February  3, 2000,  has been  taken from the  audited
consolidated financial statements at that date.

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

   Historical  operating  results  are  not  necessarily  indicative  of  future
results.

Goodwill
   Goodwill resulting from business  acquisitions  represents the excess of cost
over fair  value of net assets  acquired  and is being  amortized  over 40 years
using the straight-line  method.  Accumulated  amortization amounted to $631 and
$602 at August 3, 2000, and February 3, 2000, respectively.

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




                                     Page 5
<PAGE>


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

Merger Related and Exit Costs
   Results of operations  for the 26 weeks ended August 3, 2000,  include $83 of
merger-related  costs ($52 after tax). The following  table presents the pre-tax
costs incurred by category of expenditure and  merger-related  accruals included
in the Company's Consolidated Balance Sheets:

<TABLE>
<CAPTION>
                                        ------------------- ------------------ ------------------ -------------------
                                                     Exit             Merger            Period
                                                    Costs             Charge             Costs                Total
                                        ------------------- ------------------ ------------------ -------------------
<S>                                     <C>                 <C>                <C>                <C>
Merger related accruals at
   February 3, 2000                                  $ 26                $ 3               $ 4                 $ 33

Severance costs                                        (1)                 1                 6                    6
Write-down of assets to net
   realizable value                                                                         14                   14
Integration and other costs                                                                 63                   63
                                        ------------------- ------------------ ------------------ -------------------
    Total costs                                        (1)                 1                83                   83

Cash expenditures                                     (12)                (2)              (86)                (100)
                                        ------------------- ------------------ ------------------ -------------------
Merger-related accruals at
   August 3, 2000                                    $ 13                $ 2               $ 1                 $ 16
                                        =================== ================== ================== ===================
</TABLE>

   Severance  costs consist of obligations  to employees who were  terminated or
were notified of termination under a plan authorized by senior management. Total
merger-related terminations were 663 employees as of August 3, 2000.

   The  write-down  of  assets  to net  realizable  value  includes  the loss on
disposal of redundant facilities and information  technology equipment which was
abandoned by the Company.

   Integration and other costs consist  primarily of incremental  transition and
integration  costs associated with integrating the operations of Albertson's and
ASC and are being  expensed  as  incurred.  These  costs  include  such costs as
advertising,   labor  associated  with  system   conversions  and  training  and
relocation costs.

One-Time Charge
   During the quarter  ended May 4, 2000, a one-time  charge of $20 was incurred
and  included  in  selling,  general  and  administrative  expenses  to  reflect
liabilities  related to certain  previously  assigned  leases and  subleases  to
tenants who are in bankruptcy.

Income Taxes
   The effective income tax rate for 2000 has decreased from 1999 as a result of
the effect during 1999 of certain  merger related and exit costs for which there
were not corresponding tax benefits.







                                     Page 6
<PAGE>


Indebtedness
   The Company has two revolving credit  agreements which provide for borrowings
up to $1,900.  These agreements contain certain covenants,  the most restrictive
of which requires the Company to maintain  consolidated  tangible net worth,  as
defined,  of at least $2,100.  As of August 3, 2000, no amounts were outstanding
under these agreements.

   On May 9,  2000,  the  Company  issued  $500  of  term  notes  under  a shelf
registration  statement  filed with the  Securities  and Exchange  Commission in
February 1999 (the "1999  Registration  Statement").  The notes are comprised of
$275 of principal  bearing  interest at 8.35% due May 2010 and $225 of principal
bearing  interest  at 8.70% due May 2030.  Proceeds  were used to repay  amounts
outstanding under the Company's commercial paper program.  Additional securities
up to $700 remain  available for issuance under the Company's 1999  Registration
Statement.

   In conjunction  with the debt  issuance,  on April 26, 2000, and May 3, 2000,
the  Company  entered  into a  10-year  treasury  hedge  for $250 and a  30-year
treasury hedge for $125. The hedges were settled on May 9, 2000, the date of the
issuance of the $500 debt, resulting in gains of $6. The gains will be amortized
over the term of the related 10-year and 30-year debt.

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

<TABLE>
<CAPTION>
                                                                         26 Weeks Ended              26 Weeks Ended
                                                                         August 3, 2000               July 29, 1999
                                                                ------------------------    ------------------------
<S>                                                             <C>                         <C>
   Cash payments for:
     Income taxes                                                                  $266                        $374
     Interest, net of amounts
       capitalized                                                                  182                         170
   Noncash transactions:
     Capitalized leases incurred                                                     28                          11
     Tax benefits related to stock
       options                                                                                                    5
     Liabilities assumed in connection
       with asset acquisition                                                                                     7
</TABLE>


Capital Stock
   The Board of Directors,  on April 25, 2000,  adopted a stock purchase program
that authorizes,  but does not require, the Company to purchase and retire up to
$500 of the Company's  common stock during the period  beginning April 25, 2000,
and ending April 30, 2001.

Recent Accounting Standards
   In December  1999,  the  Securities  and  Exchange  Commission  issued  Staff
Accounting   Bulletin   (SAB)  No.  101,   "Revenue   Recognition  in  Financial
Statements."  This SAB  summarizes  certain  of the  staff's  views in  applying
generally  accepted  accounting  principles to revenue  recognition in financial
statements.  This SAB, as amended by SAB No. 101A and No. 101B, is effective for
the  Company's  fourth  quarter of fiscal year 2000.  The SAB is not expected to
have  a   significant   impact  on  the  Company's   accounting   and  reporting
requirements.



                                     Page 7
<PAGE>


   In June 1998, the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards  (SFAS) No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities." This new standard  establishes  accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity  recognize all derivatives as either assets or liabilities in the
statement of financial  position and measure  those  instruments  at fair value.
This  standard,  as amended by SFAS No. 137, is effective for the Company's 2001
fiscal year.  The Company has not yet completed its  evaluation of this standard
or its impact on the Company's accounting and reporting requirements.

Subsequent Event
   On August 23, 2000, a class action  complaint  was filed  against Jewel  Food
Stores, Inc., an indirect wholly-owned subsidiary of the Company, in the Circuit
Court of Cook County,  Illinois  (Maureen  Baker,  et al., v. Jewel Food Stores,
Inc. and Dominick's Supermarkets, Inc., Case No. 00L 009664) alleging milk price
fixing.  The Company intends to vigorously  defend against this lawsuit,  and at
this stage of the  litigation the Company  believes that it has strong  defenses
against it.  Although this lawsuit is subject to the  uncertainties  inherent in
the litigation  process,  based on the  information  presently  available to the
Company,  management  does not expect the ultimate  resolution of this action to
have a material adverse effect on the Company's financial condition.



                                     Page 8
<PAGE>


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


Results of Operations - Second Quarter
   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                     Percentage
                                                           13 weeks ended                       Increase
                                                         8-3-00           7-29-99              (Decrease)
                                                  ---------------- -----------------     ------------------
<S>                                               <C>              <C>                   <C>

   Sales                                                 100.00%          100.00%                   (1.8%)
   Gross profit                                           28.67            27.24                     3.4
   Selling, general and
     administrative expenses                              24.11            23.16                     2.3
   Merger-related (income)
     expense                                              (0.01)            4.88                  (100.1)
   Operating profit                                        4.57            (0.80)                   n.m.
   Interest expense, net                                   1.07             0.83                    26.7
   Earnings before income taxes
     and extraordinary item                                3.53            (1.62)                   n.m.
   Net earnings                                            2.11            (2.43)                   n.m.

   n.m. - not meaningful
</TABLE>

   Sales for the quarter  ended August 3, 2000,  increased by 4.6% over the same
quarter of the prior year,  excluding sales from stores required to be divested.
Identical  store sales increase 1.2% and comparable  store sales,  which include
replacement   stores,   increased   1.4%.   Increases  in  sales  are  primarily
attributable  to the  continued  development  of new  stores and  identical  and
comparable  store sales  increases.  During the  quarter  the Company  opened 17
combination  food  and drug  stores,  1  conventional  store  and 6 stand  alone
drugstores,  while closing 16 supermarkets  and 7 drugstores.  Net retail square
footage decreased by 2.0% from the prior year. This decrease includes the impact
of the 6.1 million  square  feet,  or 6.2%,  lost due to the  required  divested
stores.  Management  estimates that there was overall  inflation in products the
Company sells of approximately 0.2% (annualized).

   In addition to store  development,  the Company has  increased  sales through
implementation  of best  practices  across the  Company  and its  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;  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.








                                     Page 9
<PAGE>


   Gross profit, as a percent to sales,  increased  primarily as a result of the
Merger creating buying synergies and margin improvements from the implementation
of best practices across the Company.  The shifting of the sales mix towards the
higher margin departments is also contributing to the increase in  gross  profit
percentage.   Gross profit improvements were also realized through the continued
utilization  of  Company-owned  distribution  facilities  and  increased  buying
efficiencies.  The  pre-tax  LIFO  charge reduced gross  profit by $6  (0.07% to
sales) for the 13 weeks ended August 3, 2000, as compared to $9 (0.10% to sales)
for the 13 weeks ended July 29, 1999.  The lower LIFO charge is partially driven
by  the  decrease  in inventory during the quarter due to the Company's focus on
inventory reduction.

   Selling,  general  and  administrative  expenses,  as  a  percent  to  sales,
increased due to  integration  costs  associated  with the Merger,  higher labor
costs and related benefits  associated with the Company's sales  initiatives and
the sales mix  shifting  towards  the higher  customer  service  oriented  sales
departments  and  depreciation  expense as a result of the  Company's  expansion
program.

   The  Company  is  reestablishing  its  culture  of thrift and plans to reduce
operating and interest  expenses by $250 in fiscal 2001.  This is expected to be
accomplished  by eliminating  all secondary  costs that do not directly  benefit
ongoing  operations,  and by  reductions  in capital  expenditures  and  working
capital requirements.

   Net interest expense for the 13 weeks ended August 3, 2000,  increased due to
higher  average  outstanding  debt during the 13 weeks ended August 3, 2000,  as
compared to the 13 weeks ended July 29,  1999,  and an increase in the  weighted
average interest rate of the outstanding debt.

Merger-Related and Exit Costs
   Results of operations  for the 13 weeks ended August 3, 2000,  include $26 of
merger related and exit costs ($17 after tax). The following  table presents the
pre-tax costs incurred by category of expenditure:

<TABLE>
<CAPTION>
                                                                            ------------- ------------- -------------
                                                                                    Exit        Period
                                                                                   Costs         Costs         Total
                                                                            ------------- ------------- -------------
<S>                                                                         <C>           <C>           <C>
Severance costs                                                                    $ (1)           $ 3           $ 2
Write-down of assets to net realizable value                                                         5             5
Integration and other costs                                                                         19            19
                                                                            ------------- ------------- -------------
  Total costs                                                                      $ (1)           $27           $26
                                                                            ============= ============= =============
</TABLE>

   Severance  costs consist of obligations  to employees who were  terminated or
were notified of termination under a plan authorized by senior management. Total
merger-related terminations were 663 employees as of August 3, 2000.

   The  write-down  of  assets  to net  realizable  value  includes  the loss on
disposal of redundant facilities and information  technology equipment which was
abandoned by the Company.







                                     Page 10
<PAGE>


   Integration and other costs consist  primarily of incremental  transition and
integration  costs associated with integrating the operations of Albertson's and
ASC and are being  expensed  as  incurred.  These  costs  include  such costs as
advertising,   labor  associated  with  system   conversions  and  training  and
relocation costs.

   The Company  expects to incur  additional  after-tax  merger related and exit
costs of approximately  $105 over the next two years which consist  primarily of
expected  integration  costs  and  costs  associated  with  other  consolidation
activities for which plans have not yet been finalized.

   Due to the  significance  of the  merger-related  costs and  their  effect on
operating results,  the following table is presented to assist in the comparison
of income statement components without these costs:

<TABLE>
<CAPTION>

                                  ------------------------------------------------- ------------------------------------------------
                                            13 Weeks Ended August 3, 2000                       13 Weeks Ended July 29, 1999
                                  ------------------------------------------------- ------------------------------------------------

                                           As                      W/O    Percent           As                     W/O      Percent
                                     Reported    One-Time     One-Time   To Sales     Reported    One-Time    One-Time     To Sales
                                  ------------ ------------ ----------- ----------- ----------- ----------- ------------ -----------
<S>                               <C>          <C>          <C>         <C>         <C>         <C>         <C>          <C>
Sales                                  $9,213                   $9,213     100.00%      $9,381                   $9,381      100.00%
Cost of sales                           6,572       $ (2)        6,570      71.32        6,826        $ (4)       6,822       72.72
                                  ------------ ------------ ----------- ----------- ----------- ----------- ------------ -----------
Gross profit                            2,641          2         2,643      28.68        2,555           4        2,559       27.28
Selling, general and
  administrative expenses               2,221        (25)        2,196      23.84        2,172         (83)       2,089       22.27
Merger-related (income) expense
                                           (1)         1                                   458        (458)
                                  ------------ ------------ ----------- ----------- ----------- ----------- ------------ -----------
Operating profit (loss)
                                          421         26           447       4.84          (75)        545          470        5.01
Interest expense, net
                                          (99)                     (99)     (1.07)         (78)                     (78)      (0.82)
Other income, net                           3                        3       0.03            1                        1        0.01
                                  ------------ ------------ ----------- ----------- ----------- ----------- ------------ -----------
Earnings (loss) before income
  taxes and extra-ordinary item           325         26           351       3.81         (152)        545          393        4.19
Income taxes                              131          9           140       1.52           53         104          157        1.68
                                  ------------ ------------ ----------- ----------- ----------- ----------- ------------ -----------
Earnings (loss) before
  extra-ordinary item
                                          194         17           211       2.29         (205)        441          236        2.52
Extraordinary loss on
  extinguishment of debt, net
  of tax benefit of $7
                                                                                           (23)         23
                                  ------------ ------------ ----------- ----------- ----------- ----------- ------------ -----------
Net Earnings (Loss)                    $  194       $ 17        $  211       2.29%      $ (228)       $464       $  236        2.52%
                                  ============ ============ =========== =========== =========== =========== ============ ===========
</TABLE>



                                     Page 11
<PAGE>


Results of Operations - Year-to-Date
   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                  Percentage
                                                             26 weeks ended                    Increase
                                                         8-3-00          7-29-99              (Decrease)
                                                  ---------------- -----------------     ------------------

<S>                                               <C>              <C>                   <C>
   Sales                                                 100.00%          100.00%                  (2.0%)
   Gross profit                                           28.26            27.20                    1.8
   Selling, general and
     administrative expenses                              23.88            22.75                    2.9
   Merger-related expense                                  0.01             2.31                  (99.8)
   Operating profit                                        4.37             2.14                  100.0
   Interest expense, net                                   1.00             0.86                   13.7
   Earnings before income taxes
     and extraordinary item                                3.40             1.31                  154.2
   Net earnings                                            2.05              .06                   n.m.

   n.m. - not meaningful
</TABLE>

   Sales for the 26 weeks ended August 3, 2000,  increased by 4.4% over the same
period of the prior year,  excluding  sales from stores required to be divested.
Identical  store sales increase 0.8% and comparable  store sales,  which include
replacement   stores,   increased   1.1%.   Increases  in  sales  are  primarily
attributable  to the  continued  development  of new  stores and  identical  and
comparable store sales increases.  During the 26 weeks ended August 3, 2000, the
Company opened 32 combination food and drug stores, 1 conventional  store and 12
stand alone drugstores,  while closing 27 supermarkets and 9 drugstores. The new
stores  include 6 stores that were  acquired in two separate  transactions.  Net
retail  square  footage  decreased  by 2.0% from the prior year.  This  decrease
includes  the impact of the 6.1 million  square feet,  or 6.2%,  lost due to the
required divested stores.  Management estimates that there was overall inflation
in products the Company sells of approximately 0.2% (annualized).

   In addition to store  development,  the Company has  increased  sales through
implementation  of best  practices  across the  Company  and its  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;  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 the
Merger creating buying synergies and margin improvements from the implementation
of best practices across the Company.  The shifting of the sales mix towards the
higher margin  departments is also  contributing to the increase in gross profit
percentage.  Gross profit  improvements were also realized through the continued
utilization  of  Company-owned  distribution  facilities  and  increased  buying
efficiencies.  The pre-tax  LIFO charge  reduced  gross  profit by $12 (0.07% to
sales) for the 26 weeks  ended  August 3,  2000,  as  compared  to $18 (0.10% to
sales) for the 26 weeks ended July 29, 1999.  The lower LIFO charge is partially
driven by the decrease in inventory during the period due to the Company's focus
on inventory reduction.
                                     Page 12

<PAGE>


   Selling,  general  and  administrative  expenses,  as  a  percent  to  sales,
increased due to the impact of a one-time  charge of $20 to reflect  liabilities
related to certain  previously  assigned leases and subleases to tenants who are
in bankruptcy.  Expense  increases  have also been driven by  integration  costs
associated with the Merger,  higher labor costs and related benefits  associated
with the  Company's  sales  initiatives  and the sales mix shifting  towards the
higher customer service oriented sales departments and depreciation expense as a
result of the Company's expansion program.

   The  Company  is  reestablishing  its  culture  of thrift and plans to reduce
operating and interest  expenses by $250 in fiscal 2001.  This is expected to be
accomplished  by eliminating  all secondary  costs that do not directly  benefit
ongoing  operations,  and by  reductions  in capital  expenditures  and  working
capital requirements.

   Net interest  expense for the 26 weeks ended  August 3, 2000,  included a $16
interest expense reversal due to a favorable income tax settlement. The increase
in net interest expense, as adjusted by the interest expense reversal,  resulted
from higher average  outstanding debt and higher weighted average interest rates
during the 26 weeks ended August 3, 2000, as compared to the 26 weeks ended July
29, 1999.

Merger-Related and Exit Costs
   Results of operations  for the 26 weeks ended August 3, 2000,  include $83 of
merger related and exit costs ($52 after tax). The following  table presents the
pre-tax costs incurred by category of expenditure:

<TABLE>
<CAPTION>
                                                              ------------- ------------- ------------- -------------
                                                                      Exit        Merger        Period
                                                                     Costs        Charge         Costs         Total
                                                              ------------- ------------- ------------- -------------
<S>                                                           <C>           <C>           <C>           <C>
Severance costs                                                      $ (1)            $1           $ 6           $ 6
Write-down of assets to net realizable value
                                                                                                    14            14
Integration and other costs                                                                         63            63
                                                              ------------- ------------- ------------- -------------
  Total costs                                                        $ (1)            $1           $83           $83
                                                              ============= ============= ============= =============
</TABLE>

   Severance  costs consist of obligations  to employees who were  terminated or
were notified of termination under a plan authorized by senior management. Total
merger-related terminations were 663 employees as of August 3, 2000.

   The  write-down  of  assets  to net  realizable  value  includes  the loss on
disposal  of  stores  divested  as  required  and  redundant   facilities,   and
information technology equipment which was abandoned by the Company.

   Integration and other costs consist  primarily of incremental  transition and
integration  costs associated with integrating the operations of Albertson's and
ASC and are being  expensed  as  incurred.  These  costs  include  such costs as
advertising,   labor  associated  with  system   conversions  and  training  and
relocation costs.

   The Company  expects to incur  additional  after-tax  merger related and exit
costs of approximately  $105 over the next two years which consist  primarily of
expected  integration  costs  and  costs  associated  with  other  consolidation
activities for which plans have not yet been finalized.


                                     Page 13
<PAGE>


   Due to the  significance  of the  merger-related  costs  and  other  one-time
expenses and their effect on operating results, the following table is presented
to assist in the comparison of income statement  components  without these costs
and expenses:


<TABLE>
<CAPTION>
                                 ------------------------------------------------- -------------------------------------------------
                                            26 Weeks Ended August 3, 2000                      26 Weeks Ended July 29, 1999
                                 ------------------------------------------------- -------------------------------------------------
                                         As                      W/O     Percent          As                      W/O       Percent
                                   Reported     One-Time    One-Time    To Sales    Reported    One-Time     One-Time      To Sales
                                 ------------ ------------ ----------- ----------- ----------- ----------- ------------ ------------
<S>                              <C>          <C>          <C>         <C>         <C>         <C>         <C>          <C>
Sales                               $18,227                  $18,227      100.00%    $18,597                  $18,597        100.00%
Cost of sales                        13,076         $(23)     13,053       71.61      13,539        $ (4)      13,535         72.78
                                 ------------ ------------ ----------- ----------- ----------- ----------- ------------ ------------
Gross profit                          5,151           23       5,174       28.39       5,058           4        5,062         27.22
Selling, general and
  administrative expenses             4,353          (79)      4,274       23.45       4,230         (87)       4,143         22.28
Merger-related expense
                                          1           (1)                                430        (430)
                                 ------------ ------------ ----------- ----------- ----------- ----------- ------------ ------------
Operating profit                        797          103         900        4.94         398         521          919          4.94
Interest expense, net                  (182)                    (182)      (1.00)       (160)                    (160)        (0.86)
Other income, net                         4                        4        0.02           5                        5          0.03
                                 ------------ ------------ ----------- ----------- ----------- ----------- ------------ ------------
Earnings before income taxes
  and extraordinary item                619          103         722        3.96         243         521          764          4.11
Income taxes                            246           39         285        1.56         210          94          304          1.64
                                 ------------ ------------ ----------- ----------- ----------- ----------- ------------ ------------
Earnings before extraordinary
  item                                  373           64         437        2.40          33         427          460          2.47
Extraordinary loss on
  extinguishment of debt, net
  of tax benefit of $7                                                                    23         (23)
                                 ------------ ------------ ----------- ----------- ----------- ----------- ------------ ------------
Net Earnings                          $ 373         $ 64       $ 437        2.40%       $ 10        $450        $ 460          2.47%
                                 ============ ============ =========== =========== =========== =========== ============ ============
</TABLE>


Liquidity and Capital Resources
   Cash  provided by  operating  activities  during the 26 weeks ended August 3,
2000,  increased  to $1,244,  compared to $618 in the prior year.  The  positive
effects of lower  inventories  and higher accounts  payable  leverage and higher
earnings were the primary  drivers of this change.  The Company has  implemented
several  initiatives  designed to enhance working capital which include reducing
inventory  and  accounts  receivable  levels  and  increasing  accounts  payable
leverage.   These   improvements   are  expected  to  further  reduce  the  cash
requirements of the business.

   The Company's financing  activities during the 26 weeks ended August 3, 2000,
include the net  reduction of debt of $431 and the payment of dividends of $156.
Pursuant  to  the  stock  purchase  program  approved  by  Albertson's  Board of
Directors on April 25, 2000, the Company purchased and retired  2,893,000 shares
of its  common stock  during the  26 weeks ended August 3, 2000, at a total cost
of $95.





                                     Page 14
<PAGE>


   The Company utilizes its commercial paper and bank line programs primarily to
supplement cash requirements for seasonal fluctuations in working capital and to
fund its capital  expenditure  program.  Accordingly,  commercial paper and bank
line borrowings will fluctuate between reporting periods. The Company had $1,028
of commercial paper borrowings outstanding at August 3, 2000, compared to $1,302
outstanding as of July 29, 1999.

   The Company has two revolving credit  agreements which provide for borrowings
up to $1,900.  These agreements contain certain covenants,  the most restrictive
of which requires the Company to maintain  consolidated  tangible net worth,  as
defined, of at least $2,100. In addition, the Company has uncommitted bank lines
of credit totaling $345. As of August 3, 2000, no amounts were outstanding under
the credit facilities or bank lines.

   On May 9,  2000,  the  Company  issued  $500  of  term  notes  under  a shelf
registration  statement  filed with the  Securities  and Exchange  Commission in
February 1999 (the "1999  Registration  Statement").  The notes are comprised of
$275 of principal  bearing  interest at 8.35% due May 2010 and $225 of principal
bearing  interest at 8.70% due May 1, 2030.  Proceeds were used to repay amounts
outstanding under the Company's commercial paper program.  Additional securities
up to $700 remain  available for issuance under the Company's 1999  Registration
Statement.

   In conjunction  with the debt  issuance,  on April 26, 2000, and May 3, 2000,
the  Company  entered  into a  10-year  treasury  hedge  for $250 and a  30-year
treasury hedge for $125. The hedges were settled on May 9, 2000, the date of the
issuance of the $500 debt, resulting in gains of $6. The gains will be amortized
over the term of the related 10-year and 30-year debt.

Recent Accounting Standards
   In  December  1999,  the  Securities  and  Exchange  Commission  issued Staff
Accounting   Bulletin   (SAB)  No.  101,   "Revenue   Recognition  in  Financial
Statements."  This SAB  summarizes  certain  of the  staff's  views in  applying
generally  accepted  accounting  principles to revenue  recognition in financial
statements.  This SAB, as amended by SAB No. 101A and No. 101B, is effective for
the  Company's  fourth  quarter of fiscal year 2000.  The SAB is not expected to
have  a   significant   impact  on  the  Company's   accounting   and  reporting
requirements.

   In June 1998, the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards  (SFAS) No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities." This new standard  establishes  accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity  recognize all derivatives as either assets or liabilities in the
statement of financial  position and measure  those  instruments  at fair value.
This  standard,  as amended by SFAS No. 137, is effective for the Company's 2001
fiscal year.  The Company has not yet completed its  evaluation of this standard
or its impact on the Company's accounting and reporting requirements.








                                     Page 15
<PAGE>


Environmental
   The  Company  has  identified   environmental   contamination  sites  related
primarily to underground  petroleum storage tanks and ground water contamination
at various store,  warehouse,  office and manufacturing  facilities  (related to
current  operations as well as previously  disposed of businesses).  The Company
conducts  an ongoing  program for the  inspection  and  evaluation  of new sites
proposed  to be  acquired by the  Company  and the  remediation/  monitoring  of
contamination at existing and previously owned sites. Undiscounted reserves have
been established for each environmental contamination site unless an unfavorable
outcome is remote.  Although the ultimate  outcome and expense of  environmental
remediation is uncertain,  the Company  believes that required  remediation  and
continuing  compliance with  environmental  laws, in excess of current reserves,
will not have a  material  adverse  effect  on the  financial  condition  of the
Company.  Charges  against  earnings  for  environmental  remediation  were  not
material for the 26 weeks ended  August 3, 2000,  or the 26 weeks ended July 29,
1999.

Cautionary  Statement for Purposes of "Safe Harbor Provisions" of the Private
Securities  Litigation Reform Act of 1995
   From time to time, information provided by the Company,  including written or
oral  statements  made  by  its  representatives,  may  contain  forward-looking
information as defined in the Private Securities  Litigation Reform Act of 1995.
All  statements,  other than  statements  of  historical  facts,  which  address
activities,  events or developments that the Company expects or anticipates will
or may  occur  in the  future,  including  such  things  as  integration  of the
operations  of  acquired  or  merged  companies,  expansion  and  growth  of the
Company's  business,  future  capital  expenditures  and the Company's  business
strategy, contain forward-looking  information. In reviewing such information it
should be kept in mind that  actual  results  may differ  materially  from those
projected or suggested in such forward-looking information. This forward-looking
information  is based on various  factors  and was  derived  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, 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 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.




                                     Page 16
<PAGE>


Quantitative and Qualitative Disclosures About Market Risk
   There have been no  material  changes  regarding  the  Company's  market risk
position  from the  information  provided  under the caption  "Quantitative  and
Qualitative  Disclosures  About  Market Risk" on page 27 of the  Company's  1999
Annual Report to Stockholders.

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings
   On  August 23, 2000, a class action  complaint  was filed against Jewel  Food
Stores, Inc., an indirect wholly-owned subsidiary of the Company, in the Circuit
Court of Cook County,  Illinois  (Maureen  Baker,  et al., v. Jewel Food Stores,
Inc. and Dominick's Supermarkets, Inc., Case No. 00L 009664) alleging milk price
fixing.  The Company intends to vigorously  defend against this lawsuit,  and at
this stage of the  litigation the Company  believes that it has strong  defenses
against it.  Although this lawsuit is subject to the  uncertainties  inherent in
the litigation  process,  based on the  information  presently  available to the
Company,  management  does not expect the ultimate  resolution of this action to
have a material adverse effect on the Company's financial condition.

   An  agreement  in  principle  has been  reached  to  settle  eight  purported
multi-state cases combined in the United States District Court in Boise,  Idaho,
which raise  various  issues  including  "off the clock" work  allegations.  The
proposed settlement is subject to court approval.  Under the proposed settlement
agreement,  current  and former  employees  who meet  eligibility  criteria  may
present  their claims to a settlement  administrator.  While the Company  cannot
specify the exact number of individuals  who are likely to submit claims and the
exact amount of their claims,  the $37 pre-tax ($22 after tax)  one-time  charge
recorded by the Company in 1999 is the Company's  current  estimate of the total
monetary liability, including attorney fees, for all eight cases.

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

Item 2.  Changes in Securities
   In accordance  with the Company's  $1,900  revolving  credit  agreement,  the
Company's  consolidated  tangible net worth, as defined,  shall not be less than
$2,100.

Item 3.  Defaults upon Senior Securities
   Not applicable.











                                     Page 17
<PAGE>


Item 4.  Submission of Matters to a Vote of Security Holders
   The Company held its Annual  Meeting of  Stockholders  on June 15, 2000,  and
transacted the following business:

   (a)  Election of Class II Directors:

<TABLE>
<CAPTION>
                            Nominee                     Votes For                  Votes Withheld
                 ------------------------------ --------------------------- ----------------------------
<S>              <C>                                   <C>                           <C>
                 A. Gary Ames                          374,543,074                   4,439,203
                 Paul I. Corddry                       374,585,295                   4,396,982
                 Fernando R. Gumucio                   372,627,025                   6,355,252
                 Beatriz Rivera                        374,526,141                   4,456,136
                 Arthur K. Smith                       374,432,738                   4,549,539
                 Thomas J. Wilford                     369,979,626                   9,002,651
</TABLE>

        Continuing Class I Directors (Term expiring in 2002):

<TABLE>
<S>              <C>                            <C>                         <C>
                 Teresa Beck                    Clark A. Johnson            Charles D. Lein
                 Victor L. Lund                 Gary G. Michael             Thomas L. Stevens, Jr.
                 Steven D. Symms
</TABLE>

        Continuing Class III Directors (Term expiring in 2001):

<TABLE>
<S>              <C>                            <C>                         <C>
                 Cecil D. Andrus                Pamela G. Bailey            Henry I. Bryant
                 John B. Fery                   J. B. Scott                 Will M. Storey
</TABLE>

        Director Emeritus:

<TABLE>
<S>              <C>
                 Kathryn Albertson
</TABLE>

   (b)  Ratification of Appointment of Independent Auditors:

<TABLE>
<CAPTION>
                                                  Votes                                           Broker
                       Votes For                 Against               Abstentions               Nonvotes
                 ----------------------- ------------------------ ----------------------- ------------------------
<S>                   <C>                        <C>                    <C>                          <C>
                      376,811,000                851,603                1,319,674                    0
</TABLE>

   (c)  Stockholder proposal to recommend declassification of the Board of
        Directors:

<TABLE>
<CAPTION>
                                                  Votes                                           Broker
                       Votes For                 Against               Abstentions               Nonvotes
                 ----------------------- ------------------------ ----------------------- ------------------------
<S>                   <C>                      <C>                      <C>                     <C>
                      175,616,630              159,929,489              3,543,206               39,892,952
</TABLE>

   (d)  Stockholder proposal to recommend adoption of the CERES Principles for
        environmental accountability:

<TABLE>
<CAPTION>
                                                  Votes                                           Broker
                       Votes For                 Against               Abstentions               Nonvotes
                 ----------------------- ------------------------ ----------------------- ------------------------
<S>                    <C>                     <C>                      <C>                     <C>
                       17,280,189              308,409,768              13,402,578              39,889,742
</TABLE>

Item 5.  Other Information
   Not applicable.








                                     Page 18
<PAGE>


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

<TABLE>
<CAPTION>
             Number          Description
<S>          <C>             <C>
             27              Financial data schedule for the 26 weeks ended August 3, 2000.
</TABLE>


   b.  The following reports on Form 8-K were filed during the quarter ended
       August 3, 2000:

             None


                                    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:    September 11, 2000             /S/ A. Craig Olson
       ---------------------           ---------------------------------
                                        A. Craig Olson
                                        Executive Vice President
                                        and Chief Financial Officer

















                                     Page 19