FORM 10-Q





                   SECURITIES AND EXCHANGE COMMISSION


                         Washington, D.C.  20549





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


                               FORM 10-Q



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


For 13 Weeks Ended:  April 30, 1998      Commission File Number:  1-6187



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


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


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


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


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

     Number of Registrant's $1.00 par value
     common shares outstanding at May 27, 1998:         245,821,986


                                     Page 1
<PAGE>


                     PART I.  FINANCIAL INFORMATION



                            ALBERTSON'S, INC.
                          CONSOLIDATED EARNINGS
                  (in thousands except per share data)
                               (unaudited)
<TABLE>
<CAPTION>
                                                       13 WEEKS ENDED
                                                  ------------------------
                                                   April 30,        May 1,
                                                        1998          1997
                                                  ----------    ----------
<S>                                               <C>           <C>

Sales                                             $3,848,253    $3,607,541
Cost of sales                                      2,823,783     2,678,835
                                                  ----------    ----------
Gross profit                                       1,024,470       928,706

Selling, general and administrative expenses         803,508       731,988
Impairment - store closures                           29,423
                                                  ----------    ----------
Operating profit                                     191,539       196,718

Other (expenses) income:
  Interest, net                                      (23,504)      (19,314)
  Other, net                                           8,927          (311)
                                                  ----------    ----------
Earnings before income taxes                         176,962       177,093
Income taxes                                          66,361        67,827
                                                  ----------    ----------

NET EARNINGS                                      $  110,601    $  109,266


EARNINGS PER SHARE:
  Basic                                                $0.45         $0.44
  Diluted                                              $0.45         $0.43

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  Basic                                              245,770       250,633
  Diluted                                            246,880       251,307

DIVIDENDS DECLARED PER SHARE                           $0.17         $0.16
</TABLE>




















See Notes to Consolidated Financial Statements.

                                     Page 2
<PAGE>


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

<TABLE>
<CAPTION>
                                                 April 30, 1998      January 29,
                                                     (unaudited)            1998
                                                 --------------     ------------
                   ASSETS
                   ------

<S>                                              <C>                <C>

CURRENT ASSETS:
  Cash and cash equivalents                          $   76,255       $  108,083
  Accounts and notes receivable                         125,143          121,023
  Inventories                                         1,281,867        1,308,578
  Prepaid expenses                                       49,613           44,426
  Deferred income taxes                                  52,563           45,747
                                                     ----------       ----------
           TOTAL CURRENT ASSETS                       1,585,441        1,627,857

OTHER ASSETS                                            220,341          207,360

GOODWILL (net of accumulated amortization
  of $500)                                               92,929

LAND, BUILDINGS AND EQUIPMENT (net of
  accumulated depreciation and amortization
  of $1,922,710 and $1,822,263, respectively)         3,506,678        3,383,373
                                                     ----------       ----------
                                                     $5,405,389       $5,218,590

     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------


CURRENT LIABILITIES:
  Accounts payable                                   $  738,739       $  742,557
  Salaries and related liabilities                      152,275          149,898
  Taxes other than income taxes                          66,187           80,842
  Income taxes                                           96,014           37,657
  Self-insurance                                         71,262           69,982
  Unearned income                                        63,826           46,069
  Other current liabilities                              67,406           52,395
  Current maturities of long-term debt                    5,651           86,511
  Current capitalized lease obligations                   9,876            9,608
                                                     ----------        ---------
           TOTAL CURRENT LIABILITIES                  1,271,236        1,275,519

LONG-TERM DEBT                                        1,117,718          989,650

CAPITALIZED LEASE OBLIGATIONS                           141,403          140,957

OTHER LONG-TERM LIABILITIES AND DEFERRED CREDITS        385,429          393,008

STOCKHOLDERS' EQUITY:
  Preferred stock - $1 par value; authorized -
    10,000,000 shares; issued - none
  Common  stock - $1 par  value;  authorized -
    600,000,000  shares;  issued  - 245,796,894
    shares and 245,735,633 shares, respectively         245,797          245,736
  Capital in excess of par value                          5,542            4,271
  Retained earnings                                   2,238,264        2,169,449
                                                     ----------       ----------
                                                      2,489,603        2,419,456
                                                     ----------       ----------
                                                     $5,405,389       $5,218,590
</TABLE>



See Notes to Consolidated Financial Statements.

                                     Page 3
<PAGE>


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

<TABLE>
<CAPTION>
                                                           13 WEEKS ENDED
                                                     --------------------------
                                                     April 30,           May 1,
                                                          1998             1997
                                                     ---------        ---------
<S>                                                  <C>              <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings                                      $ 110,601        $ 109,266
   Adjustments to reconcile net earnings to net
     cash provided by operating activities:
       Depreciation and amortization                    88,601           79,136
       Net deferred income taxes                       (17,620)          (7,694)
       Increase in cash surrender value of
         Company-owned life insurance                   (9,275)            (600)
       Impairment - store closures                      29,423
       Changes in operating assets and liabilities:
         Receivables and prepaid expenses               (5,013)          (7,063)
         Inventories                                    44,126           49,245
         Accounts payable                              (19,713)          13,674
         Other current liabilities                      52,318           70,301
         Self-insurance                                  4,948            5,205
         Unearned income                                 2,431           16,552
         Other long-term liabilities                     3,007            2,592
                                                     ---------        ---------
       Net cash provided by operating activities       283,834          330,614

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net capital expenditures                           (159,914)        (138,486)
   Business acquisitions, net of cash acquired        (121,044)
   Decrease in other assets                                259            6,228
                                                     ---------        ---------
       Net cash used in investing activities          (280,699)        (132,258)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term borrowings                  161,000
   Payments on long-term borrowings                   (119,729)          (1,871)
   Net commercial paper activity                       (37,633)        (179,089)
   Proceeds from stock options exercised                   717            1,454
   Cash dividends paid                                 (39,318)         (37,603)
   Stock purchased and retired                                          (21,759)
                                                     ---------        ---------
       Net cash used in financing activities           (34,963)        (238,868)
                                                     ---------        ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS              (31,828)         (40,512)

CASH AND CASH EQUIVALENTS AT BEGINNING
  OF QUARTER                                           108,083           90,865
                                                     ---------        ---------
CASH AND CASH EQUIVALENTS AT END OF QUARTER          $  76,255        $  50,353
</TABLE>







See Notes to Consolidated Financial Statements.

                                     Page 4
<PAGE>


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


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

   In  the  opinion  of  management,  the  accompanying  unaudited  consolidated
financial statements include all adjustments necessary to present fairly, in all
material  respects,  the  results of  operations  of the Company for the periods
presented.  Such  adjustments  consisted  only of normal  recurring  items.  The
statements  have  been  prepared  by  the  Company  pursuant  to the  rules  and
regulations of the Securities and Exchange  Commission.  Certain information and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant  to such rules and  regulations.  It is  suggested  that these
consolidated  financial  statements be read in conjunction with the consolidated
financial  statements and the accompanying  notes included in the Company's 1997
Annual Report.

   The  balance  sheet at  January  29,  1998 has been  taken  from the  audited
financial statements at that date.

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

   Historical  operating  results  are  not  necessarily  indicative  of  future
results.


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


Impairment - Store Closures
---------------------------
   The  Company  recorded  a charge to  earnings  in the first  quarter  of 1998
related to management's decision to close 16 underperforming  stores in 8 states
during the fiscal year. The charge includes  impaired real estate and equipment,
as well as the present  value of  remaining  liabilities  under  leases,  net of
expected sublease recoveries.


                                     Page 5
<PAGE>


Supplemental Cash Flow Information
----------------------------------
   Selected cash payments and noncash activities were as follows (in thousands):
<TABLE>
<CAPTION>
                                       13 Weeks Ended    13 Weeks Ended
                                       April 30, 1998        May 1,1997
                                       --------------    --------------
<S>                                    <C>               <C>  
   Cash payments for:
     Income taxes                             $24,712            $2,481
     Interest, net of amounts
       capitalized                              7,136             5,324
   Noncash activities:
     Capitalized leases incurred                2,900
     Capitalized leases terminated                                  361
     Note payable related to
       business acquisition                     8,000
     Tax benefits related to stock
       options                                    615               698
</TABLE>


Acquisitions
------------
   On January 30, 1998, the Company  acquired all of the  outstanding  shares of
Seessel's Holdings, Inc. (Seessel's), a wholly owned subsidiary of Bruno's, Inc.
for cash consideration of approximately $88 million.  This acquisition  included
10  grocery  stores in the  Memphis,  Tennessee,  area and a central  bakery and
central  kitchen  which   manufacture   fresh  bakery  and  prepared  foods  for
distribution to the Seessel's stores. The Company is continuing to operate these
stores under the Seessel's name.

   On April  20,  1998,  the  Company  acquired  Smitty's  Super  Markets,  Inc.
(Smitty's)  for cash  consideration  of  approximately  $36  million  plus an $8
million  unsecured note. This acquisition  included 10 combination  stores and 3
fuel centers with  convenience  stores in the Springfield and Joplin,  Missouri,
areas.  The Company is  continuing  to operate  these  stores under the Smitty's
name.

   Both acquisitions were accounted for using the purchase method of accounting.
The results of operations of the acquired  businesses  have been included in the
consolidated  financial  statements  from their date of  acquisition.  Pro forma
results of operations  have not been presented due to the immaterial  effects of
these acquisitions on the Company's consolidated  operations.  The excess of the
purchase  price over the fair market value of net assets  acquired was allocated
to  goodwill  which  is being  amortized  over 40  years.  The  Company  has not
finalized its purchase price allocation relative to either acquisition, however,
the final purchase price  allocation  should not differ  significantly  from the
preliminary purchase price allocations recorded as of April 30, 1998.


                                     Page 6
<PAGE>


Indebtedness
------------
   The Company issued $84 million of medium-term  notes in February 1998 and $77
million of medium-term notes in April 1998 under a shelf registration  statement
filed with the Securities and Exchange Commission in 1997.

   The $84  million of  medium-term  notes  issued in  February  1998  mature at
various  dates  between  February  2013  and  February  2028.  Interest  is paid
semiannually at rates ranging from 6.34% to 6.57%. The weighted average interest
rate is 6.47%.

   The $77  million of  medium-term  notes  issued in April 1998 mature in April
2028, of which $50 million  contain a put option which would require the Company
to repay the notes in April 2008,  if the holder of the note so elects by giving
the Company a 60 day notice. Interest is paid semiannually at rates ranging from
6.10% to 6.53%. The weighted average interest rate is 6.25%.

   Proceeds from these issuances were used primarily to repay  borrowings  under
the Company's commercial paper program.


Subsequent Events
-----------------
   In June 1998, the Company issued $156 million of medium-term  notes under a
shelf registration  statement filed with the Securities and Exchange  Commission
in 1997.  Proceeds  from the issuance were used to reduce  borrowings  under the
Company's commercial paper program.  Medium-term notes up to $183 million remain
available for issuance under the 1997 registration statement.




                                     Page 7
<PAGE>


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


Results of Operations
---------------------

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

<TABLE>
<CAPTION>

                              Percent to Sales         Percentage
                            -------------------
                               13 weeks ended           Increase
                            -------------------
                            4-30-98     5-1-97         (Decrease)
                            --------   --------        ----------
   <S>                      <C>        <C>             <C> 
   Sales                     100.00%    100.00%           6.7%
   Gross profit               26.62      25.74           10.3
   Selling, general and
     administrative
     expenses                 20.88      20.29            9.8
   Impairment - store
     closures                  0.76                       N.A.
   Operating profit            4.98       5.45           (2.6)
   Net interest expense        0.61       0.54           21.7
   Other income (expense)      0.23      (0.01)           N.A.
   Earnings before
     income taxes              4.60       4.91           (0.1)
   Net earnings                2.87       3.03            1.2
</TABLE>

     Sales  increased  primarily as a result of the  continued  expansion of net
retail square footage. Identical store sales decreased 0.5% and comparable store
sales (which include  replacement stores) decreased 0.2%.  Management  estimates
that there was a slight deflation in products the Company sells of approximately
0.1%  (annualized).  During the 13 weeks 35 stores  were  opened,  3 stores were
closed and 2 store  remodels were  completed.  Included in store openings are 10
Seessel's  grocery  stores  acquired  on  January  30,  1998,  and  10  Smitty's
combination  stores acquired on April 20, 1998.  Retail square footage increased
to 44.7 million square feet, a net increase of 11.2% from May 1, 1997.

     In addition to new store  development,  the Company plans to increase sales
through its continued  investment  in programs  initiated in 1997 and 1996 which
are designed to provide solutions to customer needs. These programs include: the
Front End Manager program;  the home meal solutions process called "Quick Fixin'
Ideas;"  special   destination   categories  such  as  Albertson's  Better  Care
pharmacies and baby care, pet care,  snack and beverage  centers;  and increased
emphasis on training  programs  utilizing  Computer Guided Training.  To provide
additional   solutions   to   customer   needs,   the  Company  has  added  new,
gourmet-quality  bakery  products and organic  grocery and produce items.  Other
solutions include neighborhood marketing, targeted advertising, and exciting new
and remodeled stores.

                                     Page 8
<PAGE>


     Gross  profit,  as a percent to sales,  increased  primarily as a result of
improvements made in retail stores,  including  improvements in under-performing
stores.  Gross profit  improvements  were also  realized  through the  continued
utilization  of  Company-owned  distribution  facilities  and  increased  buying
efficiencies.  The Company's  distribution centers provided approximately 76% of
retail store purchases.  Utilization of the Company's  distribution  centers has
enabled  the  Company to improve  its  control  over  product  costs and product
distribution.  The pre-tax  LIFO charge  reduced  gross  profit by $8.0  million
(0.21% to sales) for the 13 weeks  ended  April 30,  1998,  as compared to $10.9
million (0.30% to sales) for the 13 weeks ended May 1, 1997.

     Selling,  general  and  administrative  expenses,  as a  percent  to sales,
increased due primarily to increased  labor and related  benefit costs resulting
from the Company's  initiatives  to increase  sales and  increased  depreciation
expense associated with the Company's expansion program.

     The Company recorded a charge to earnings  (Impairment - store closures) in
the  first  quarter  of 1998  related  to  management's  decision  to  close  16
underperforming  stores in 8 states during the fiscal year. The charge  includes
impaired  real estate and  equipment,  as well as the present value of remaining
liabilities under leases, net of expected sublease recoveries.

     The increase in net interest expense resulted primarily from higher average
outstanding  debt during the 13 weeks ended April 30,  1998,  as compared to the
prior year.

     Other income for the 13 weeks ended April 30, 1998, included noncash income
of $9.3 million for the increase in cash surrender value of  Company-owned  life
insurance  as compared  to income of $0.6  million for the 13 weeks ended May 1,
1997.

     The  Company's  effective  income tax rate for the 13 weeks ended April 30,
1998,  was 37.5% as compared to 38.3% for the prior year. The reduction from the
prior year is primarily due to the effect of the increase in the cash  surrender
value of Company-owned life insurance which is a non-taxable item.


Liquidity and Capital Resources
-------------------------------
     The Company's  operating results continue to enhance its financial position
and  ability to  continue  its  planned  expansion  program.  Cash  provided  by
operating  activities during the 13 weeks ended April 30, 1998, was $284 million
compared to $331 million in the prior year.  During the 13 weeks ended April 30,
1998, the Company  invested $160 million for net capital  expenditures  and $121
million acquiring two businesses.  The Company's  financing  activity for the 13
weeks  ended  April 30,  1998,  included  net new  long-term  borrowings  of $41
million,  a reduction  of  commercial  paper  borrowings  of $38 million and $39
million for the payment of dividends.

     The Company utilizes its commercial  paper program  primarily to supplement
cash requirements  from seasonal  fluctuations in working capital resulting from
operations  and  the  Company's  capital   expenditure   program.   Accordingly,
commercial  paper  borrowings  will  fluctuate  between the Company's  quarterly
reporting  periods.  The Company had $246 million of commercial paper borrowings
outstanding at April 30, 1998, compared to $283 million at January 29, 1998, and
$150 million at May 1, 1997.

                                     Page 9
<PAGE>


     The Company  issued $161 million of  medium-term  notes during the 13 weeks
ended April 30, 1998,  and $156 million of  medium-term  notes in June 1998. The
notes were issued under a shelf registration statement filed with the Securities
and Exchange Commission in 1997. Proceeds from the issuances were primarily used
to repay  borrowings under the Company's  commercial paper program.  Medium-term
notes up to $183 million  remain  available  for  issuance  under the 1997 shelf
registration statement.

     Since  1987 the Board of  Directors  has  continuously  adopted  or renewed
programs  under which the Company is authorized,  but not required,  to purchase
and retire shares of its common stock. The program adopted by the Board on March
2, 1998,  authorizes  the Company to purchase and retire up to 5 million  shares
through March 31, 1999. No shares were purchased during the 13 weeks ended April
30, 1998, pursuant to these programs.


Year 2000 Compliance
--------------------
     The Year 2000 issue results from computer  programs being written using two
digits  rather  than  four to  define  the  applicable  year.  As the year  2000
approaches,  systems  using such  programs may be unable to  accurately  process
certain  date-based  information.  Like many  other  companies,  the  Company is
continuing to assess and modify its computer applications and business processes
to provide for their continued functionality. The Company is also continuing its
assessment  of the  readiness  of  external  entities,  such as  vendors,  which
interface with the Company.

     In  addition,  the  Company  is  addressing  the Year  2000  issue  both by
augmenting previously scheduled computer maintenance with procedures designed to
locate and correct Year 2000  problems and by slightly  accelerating  its normal
equipment and software  replacement  schedules.  The Company does not expect the
costs associated with these procedures to be material.

     The Company  believes that its efforts will result in Year 2000 compliance.
However,  the impact on business operations of failure by the Company to achieve
compliance or failure by external  entities  which the Company  cannot  control,
such as vendors,  to achieve  compliance,  could be  material  to the  Company's
consolidated results of operations.


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 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.


                                     Page 10
<PAGE>


     Important  assumptions and other important  factors that could cause actual
results  to  differ  materially  from  those  set  forth in the  forward-looking
information  include:  changes  in the  general  economy,  changes  in  consumer
spending, competitive factors and other factors affecting the Company's business
in or beyond the Company's control. These factors include changes in the rate of
inflation,  changes  in state or  federal  legislation  or  regulation,  adverse
determinations   with  respect  to   litigation   or  other  claims   (including
environmental  matters),  labor  negotiations,  adverse  effects  of  failure to
achieve  Year 2000  compliance,  the  Company's  ability to recruit  and develop
employees,  its ability to develop new stores or complete remodels as rapidly as
planned,  its ability to successfully  implement new technology and stability of
product costs.

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



                       PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings
--------------------------
     Three civil lawsuits filed in September 1996 as purported  statewide  class
actions in  Washington,  California  and Florida and two civil lawsuits filed in
April 1997 in federal  court in Boise,  Idaho,  as purported  multi-state  class
actions  (including  the remaining  states in which the Company  operated at the
time) have been brought against the Company raising various issues that include:
(i)  allegations  that the Company has a widespread  practice of permitting  its
employees  to work  "off-the-clock"  without  being paid for their work and (ii)
allegations  that the  Company's  bonus  and  workers'  compensation  plans  are
unlawful.  Four of these suits are being  sponsored  and  financed by the United
Food and Commercial Workers (UFCW) International Union. The five suits have been
consolidated in Boise,  Idaho. In addition,  three other similar suits have been
filed as purported  class actions in Colorado,  New Mexico and Nevada which,  in
effect,  duplicate the coverage of the  UFCW-sponsored  suits.  These cases have
been transferred to the federal court in Boise, Idaho.

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


                                     Page 11
<PAGE>


     Although  these lawsuits are subject to the  uncertainties  inherent in the
litigation process, based on the information presently available to the Company,
management  does not expect the ultimate  resolution  of these actions to have a
material  adverse  effect  on the  Company's  financial  condition,  results  of
operations or cash flows.

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


Item 2. Changes in Securities
------------------------------
     In accordance with the Company's $600 million  revolving credit  agreement,
the Company's  consolidated  tangible net worth,  as defined,  shall not be less
than $750 million.


Item 3. Defaults upon Senior Securities
----------------------------------------
     Not applicable.


Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
     The Company held its Annual  Meeting of  Stockholders  on May 22, 1998, and
transacted the following business:

     (a) Election of Class III Directors:
<TABLE>
<CAPTION>
             Nominee               Votes For        Votes Withheld
         ---------------------    -----------       --------------
         <S>                      <C>               <C>      
         Cecil D. Andrus          218,057,215          1,603,964
         John B. Fery             217,993,520          1,667,659
         Richard L. King          218,223,522          1,437,657
         J.B. Scott               218,197,026          1,464,153
         Will M. Storey           218,178,940          1,482,239

         Continuing Class I Directors:

         Clark A. Johnson         Charles D. Lein   Gary G. Michael
         Thomas L. Stevens, Jr.   Steven D. Symms

         Continuing Class II Directors:

         Kathryn Albertson        A. Gary Ames      John B. Carley
         Paul I. Corddry          Beatriz Rivera
</TABLE>

     (b) Approval of amendment to Restated  Certificate  of  Incorporation  to
         increase amount of authorized Common Stock from 600 million shares to
         1.2 billion shares:
<TABLE>
<CAPTION>
                            Votes                        Broker
            Votes For      Against      Abstentions     Nonvotes
         -------------   -----------    -----------    ----------
          <S>            <C>            <C>            <C>     
          204,680,734     14,554,900       425,545         0

</TABLE>

                                     Page 12
<PAGE>


     (c) Ratification of Appointment of Independent Auditors:
<TABLE>
<CAPTION>
                            Votes                        Broker
            Votes For      Against      Abstentions     Nonvotes
         -------------   -----------    -----------    ----------
         <S>             <C>            <C>            <C>             
          219,089,011       215,519        356,649         0

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

                            Votes                        Broker
            Votes For      Against      Abstentions     Nonvotes
         -------------   -----------    -----------    ----------

            64,886,582   130,425,432     3,219,445     21,129,720
</TABLE>


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


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

        3.1 Restated Certificate of Incorporation (as amended)

        27  Financial data schedule for the 13 weeks ended April 30, 1998

     b. The following reports on Form 8-K were filed during the quarter:

        None.


                                     Page 13
<PAGE>


                               SIGNATURE


   Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



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



Date:    June 5, 1998                   /S/ A. Craig Olson
       ---------------------           ---------------------------------
                                        A. Craig Olson
                                        Senior Vice President, Finance
                                        and Chief Financial Officer











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