<PAGE>   1


                                               

                    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:  July 31, 1997      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 August 27, 1997:         245,750,753

<PAGE>   2


                

                     PART I.  FINANCIAL INFORMATION



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

<TABLE>
<CAPTION>


                                   13 WEEKS ENDED            26 WEEKS ENDED
                             ------------------------  ------------------------
                                July 31,   August 1,       July 31,   August 1
                                   1997        1996           1997        1996
                             ------------ -----------  ------------ -----------
<S>                           <C>          <C>           <C>         <C>   
Sales                          $3,680,509  $3,481,131    $7,288,050  $6,825,072
Cost of sales                   2,748,549   2,580,165     5,427,384   5,065,491
                               ----------  ----------    ----------  ----------
Gross profit                      931,960     900,966     1,860,666   1,759,581

Selling, general and
  administrative expense          746,344     688,937     1,478,332   1,350,989
                               ----------  ----------    ----------  ----------
Operating profit                  185,616     212,029       382,334     408,592

Other (expenses) income:
  Interest, net                   (19,541)    (15,005)      (38,855)    (29,962)
  Other, net                       9,356      (1,381)        9,045        (852)
                               ----------  ----------    ----------  ----------
Earnings before income taxes     175,431     195,643       352,524     377,778
Income taxes                      65,991      74,931       133,818     144,689
                               ----------  ----------    ----------  ----------

NET EARNINGS                  $  109,440  $  120,712    $  218,706  $  233,089
                               ==========  ==========    ==========  ==========


EARNINGS PER SHARE                 $ .44       $ .48         $ .88       $ .93


DIVIDENDS DECLARED PER SHARE       $ .16       $ .15         $ .32       $ .30

Weighted average common
  shares outstanding             249,021     251,962       249,827     251,945
</TABLE>
See Notes to Consolidated Financial Statements.


<PAGE>   3                                                     


                             ALBERTSON'S, INC.
                        CONSOLIDATED BALANCE SHEETS
                           (dollars in thousands)
<TABLE>
<CAPTION>

                                                  July 31, 1997      January 30,
                                                   (unaudited)          1997
                                                 --------------     ------------
                   ASSETS
                   ------
<S>                                                  <C>              <C>    

CURRENT ASSETS:
  Cash and cash equivalents                          $   16,156       $   90,865
  Accounts and notes receivable                         103,065           98,364
  Inventories                                         1,151,920        1,201,067
  Prepaid expenses                                       47,877           42,823
  Deferred income taxes                                  48,684           42,804
                                                     ----------       ----------
           TOTAL CURRENT ASSETS                       1,367,702        1,475,923

OTHER ASSETS                                            200,105          184,070

LAND, BUILDINGS AND EQUIPMENT                         4,870,598        4,622,655
  Less accumulated depreciation and amortization      1,692,218        1,568,015
                                                     ----------       ----------
                                                      3,178,380        3,054,640
                                                     ----------       ----------
                                                     $4,746,187       $4,714,633
                                                     ==========       ==========

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


CURRENT LIABILITIES:
  Accounts payable                                   $  690,560       $  682,305
  Salaries and related liabilities                      134,032          135,681
  Taxes other than income taxes                          75,615           67,086
  Income taxes                                            6,802           14,409
  Self-insurance                                         67,293           63,999
  Unearned income                                        37,688           36,539
  Other current liabilities                              49,314           46,161
  Current maturities of long-term debt                   86,445              975
  Current capitalized lease obligations                   8,211            7,938
                                                     ----------        ---------
           TOTAL CURRENT LIABILITIES                  1,155,960        1,055,093

LONG-TERM DEBT                                          886,572          921,704

CAPITALIZED LEASE OBLIGATIONS                           128,714          130,050

DEFERRED INCOME TAXES                                    10,709           15,876

OTHER LONG-TERM LIABILITIES AND DEFERRED CREDITS        351,762          344,892

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  -
    245,960,904
    shares and 250,690,105 shares, respectively         245,961          250,690
  Capital in excess of par value                                              92
  Retained earnings                                   1,966,509        1,996,236
                                                     ----------       ----------
                                                      2,212,470        2,247,018
                                                     ----------       ----------
                                                     $4,746,187       $4,714,633
                                                     ==========      ==========
</TABLE>

See Notes to Consolidated Financial Statements.


<PAGE>   4                                                          


                             ALBERTSON'S, INC.
                          CONSOLIDATED CASH FLOWS
                               (in thousands)
                                 (unaudited)
<TABLE>
<CAPTION>

                                                           26 WEEKS ENDED
                                                   -----------------------------
                                                       July 31,        August 1,
                                                         1997             1996
                                                   -------------    ------------
<S>                                                  <C>              <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings                                      $ 218,706        $ 233,089
   Adjustments to reconcile net earnings to net
     cash provided by operating activities:
       Depreciation and amortization                   160,276          141,507
       Net deferred income taxes                       (11,047)          (1,327)
       Increase in cash surrender value of
         Company-owned life insurance                  (11,000)          (1,000)
       Changes in operating assets and liabilities:
         Receivables and prepaid expenses               (9,755)          (9,737)
         Inventories                                    49,147           (4,618)
         Accounts payable                                8,255          (30,908)
         Other current liabilities                       1,468           14,473
         Self-insurance                                  7,257           (1,055)
         Unearned income                                  (161)          (2,305)
         Other long-term liabilities                     4,316              723
                                                     ----------       ----------
       Net cash provided by operating activities       417,462          338,842

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net capital expenditures excluding
     noncash activities                               (281,393)        (322,678)
   Increase in other assets                             (5,035)          (8,234)
                                                     ----------       ----------
       Net cash used in investing activities          (286,428)        (330,912)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term borrowings                  200,000          200,000
   Payments on long-term borrowings                     (4,068)         (80,820)
   Net commercial paper activity                      (149,365)         (49,542)
   Proceeds from stock options exercised                 1,474              601
   Cash dividends                                      (77,622)         (70,542)
   Stock purchased and retired                        (176,162)
                                                     ----------       ----------
       Net cash used in financing activities          (205,743)            (303)
                                                     ----------       ----------

NET (DECREASE) INCREASE IN CASH AND
   CASH EQUIVALENTS                                    (74,709)           7,627

CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                                             90,865           69,113
                                                     ----------       ----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD           $  16,156        $  76,740
                                                     ==========       =========

NONCASH ACTIVITIES:
  Capitalized lease obligations incurred             $   3,069        $   2,700
  Capitalized lease obligations terminated                 361            1,405
  Tax benefits related to stock options                    842              448

CASH PAYMENTS FOR:
  Income taxes                                         148,926          162,469
  Interest, net of amounts capitalized                  30,828           27,568
</TABLE>

See Notes to Consolidated Financial Statements.


<PAGE>   5                                                  


                           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 1996
Annual Report.

   The  balance  sheet at January  30,  1997,  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 in the current year.



<PAGE>   6                                                      


Indebtedness
------------
   In July 1997, the Company  issued $200 million of  medium-term  notes under a
shelf registration  statement filed with the Securities and Exchange  Commission
in May 1996. A summary of these notes is as follows (in thousands):

<TABLE>
   <S>                                               <C> 
   Due July 2007 (6.58% interest)                    $ 10,000
   Due July 2008 (6.67% interest)                      15,000
   Due July 2009 (6.76% interest)                      72,000
   Due July 2012 (6.82% interest)                       6,500
   Due July & August 2017 (7.00% interest)             36,500
   Due July 2027 (7.12% interest)                      30,000
   Due July 2027 (6.56% interest)                      30,000
                                                     --------
                                                     $200,000
                                                    ==========
</TABLE>

   Interest  on the notes is paid  semiannually.  The 6.56% notes due July 2027,
contain a put option which would  require the Company to repay the notes in July
2007, if the holder of the note so elects by giving the Company a 60 day notice.

   Proceeds from the issuance were used primarily to repay  borrowings under the
Company's commercial paper program.  Medium-term notes up to $100 million remain
available for issuance under the 1996 shelf registration statement.


New Accounting Standards
------------------------
   In June 1997 the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income"
and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related 
Information."

   SFAS  No.  130  requires  that an  enterprise  (a)  classify  items  of other
comprehensive  income by their nature in a financial  statement  and (b) display
the accumulated balance of other  comprehensive  income separately from retained
earnings and additional  paid-in capital in the equity section of a statement of
financial  position.  This  statement  will be effective for the Company's  1998
fiscal year.

   SFAS No. 131 requires that a public business  enterprise report financial and
descriptive  information  about its  reportable  operating  segments.  Operating
segments  are  components  of  an  enterprise   for  which  separate   financial
information  is  available  that is evaluated  regularly by the chief  operating
decision  maker  in  deciding  how  to  allocate   resources  and  in  assessing
performance.  This  statement  will be effective for the  Company's  1998 fiscal
year.

   The Company is reviewing SFAS No. 130 and No. 131 to determine their effect 
on the Company's reporting requirements.


<PAGE>   7                                                          


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


Results of Operations
---------------------
Results for the quarter:

   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
                            -------------------
                               13 weeks ended         Percentage
                            -------------------
                            7-31-97     8-01-96       Inc./(Dec.)
                            -------     -------       ----------
   <S>                      <C>         <C>               <C>    
   Sales                    100.00%     100.00%           5.7%
   Gross profit              25.32       25.88            3.4
   Selling, general and
     administrative
     expenses                20.28       19.79            8.3
   Operating profit           5.04        6.09          (12.5)
   Net interest
     expense                  0.53        0.43           30.2
   Other income (expense)     0.25       (0.04)           N.A.
   Earnings before
     income taxes             4.77        5.62          (10.3)
   Net earnings               2.97        3.47           (9.3)
</TABLE>

   Sales  increased  primarily  as a result of the  continued  expansion  of net
retail square footage.  Sales in stores that have been in operation for the full
13 week periods of both years  decreased.  Identical  store sales decreased 0.6%
and comparable store sales (which include  replacement  stores)  decreased 0.6%.
During the second quarter of 1996, the Company's Denver Division  benefited from
a 44-day strike that affected two of the  Company's  competitors.  Excluding the
Denver  Division,  total sales increased  7.7%,  identical store sales increased
1.1% and comparable store sales increased 1.1%. Management estimates that annual
inflation  in products  the Company  sells was  approximately  0.2%.  During the
quarter 17 stores were opened,  3 stores were closed and 7 store  remodels  were
completed.  Retail  square  footage  increased to 41 million  square feet, a net
increase of 8.2% from August 1, 1996.

   In addition to new store  development,  the Company  plans to increase  sales
through its continued  investment in specific  programs  initiated in 1996. Such
programs include: the Front End Manager program; the home meal solutions process
called "Quick Fixin' Ideas;" special destination  categories such as Albertson's
Better Care  pharmacies,  baby care, pet care, snack and beverage  centers;  and
increased emphasis on training programs utilizing Computer Guided Training.  The
Company also began its new "Dear Albertson's"  advertising  campaign in February
1997,  supported by the largest  investment in broadcast  media in the Company's
history.

   Gross profit, as a percent to sales,  decreased  primarily as a result of the
Company's  overly  aggressive  implementation  of  initiatives to increase sales
through  vendor-assisted  bonus-buy  promotional  programs and  increased  costs
associated with the Company's new advertising 

<PAGE>   8                                                          

campaign.  The pre-tax LIFO charge reduced  gross profit by $10.9  million  
(0.30% to sales) for the 13 weeks ended July 31, 1997,  and $12.4 million 
(0.36% to sales) for the 13 weeks ended August 1, 1996.

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

   The increase in net interest expense  resulted  primarily from higher average
outstanding  debt  during the second  quarter of 1997 as  compared to the second
quarter of 1996.

   Other income for the 13 weeks ended July 31, 1997,  included  non-cash income
of $10.4 million for the increase in cash surrender value of Company-owned  life
insurance.  No such non-cash  income or expense was included in other income for
the 13 weeks ended August 1, 1996.

   The Company's effective income tax rate for the 13 weeks ended July 31, 1997,
was 37.6% as  compared  to 38.3% for the 13 weeks  ended  August  1,  1996.  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.

Year-to-date results:

   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
                            -------------------
                               26 weeks ended         Percentage
                            -------------------
                            7-31-96     8-01-96       Inc./(Dec.)
                            -------     -------       ----------
<S>                         <C>         <C>               <C>    
   Sales                    100.00%     100.00%           6.8%
   Gross profit              25.53       25.78            5.7
   Selling, general and
     administrative
     expenses                20.28       19.79            9.4
   Operating profit           5.25        5.99           (6.4)
   Net interest
     expense                  0.53        0.44           29.7
   Other income (expense)     0.12       (0.01)           N.A.
   Earnings before
     income taxes             4.84        5.54           (6.7)
   Net earnings               3.00        3.42           (6.2)
</TABLE>

   Sales  increased  primarily  as a result of the  continued  expansion  of net
retail square footage. Identical store sales increased 0.1% and comparable store
sales (which include  replacement  stores)  increased 0.1%.  These identical and
comparable  store sales increases were  negatively  impacted by the benefits the
Company  realized  in  1996  from a  44-day  strike  which  affected  two of the
Company's  competitors.  Management  estimates that annual inflation in products
the Company  sells was  approximately  0.2%.  During the 26 weeks 24 stores were
opened, 3 

<PAGE>   9                                                       

stores were closed and 15 store remodels were completed. Retail square footage 
increased to 41 million square feet, a net increase of 8.2% from August 1, 1996.

   In addition to new store  development,  the Company  plans to increase  sales
through its continued  investment in specific  programs  initiated in 1996. Such
programs include: the Front End Manager program; the home meal solutions process
called "Quick Fixin' Ideas;" special destination  categories such as Albertson's
Better Care  pharmacies,  baby care, pet care, snack and beverage  centers;  and
increased emphasis on training programs utilizing Computer Guided Training.  The
Company also began its new "Dear Albertson's"  advertising  campaign in February
1997,  supported by the largest  investment in broadcast  media in the Company's
history.

   Gross profit, as a percent to sales,  decreased  primarily as a result of the
Company's  overly  aggressive  implementation  of  initiatives to increase sales
through  vendor-assisted  bonus-buy  promotional  programs and  increased  costs
associated  with the Company's  new  advertising  campaign.  Decreases in retail
gross  profit,  as a percent to sales,  were  partially  offset by the continued
efficiencies  and related cost reductions  gained at the Company's  distribution
centers.  The Company's  distribution  system provided  approximately 77% of all
products purchased by retail stores.  Utilization of the Company's  distribution
system  enables  the  Company  to better  control  product  costs,  quality  and
distribution.  The pre-tax LIFO charge  reduced  gross  profit by $21.8  million
(0.30% to sales) for the 26 weeks ended July 31, 1997,  and $24.8 million (0.36%
to sales) for the 26 weeks ended August 1, 1996.

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

   The increase in net interest expense  resulted  primarily from higher average
outstanding  debt  during the 26 weeks ended July 31,  1997,  as compared to the
prior year.

   Other income for the 26 weeks ended July 31, 1997,  included  non-cash income
of $11.0 million for the increase in cash surrender value of Company-owned  life
insurance  as  compared to $1.0  million of other  income for the 26 weeks ended
August 1, 1997.

   The Company's effective income tax rate for the 26 weeks ended July 31, 1997,
was 38.0% 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 26 weeks ended July 31, 1997, was $417 million
compared to $339 million in the prior year.  The 

<PAGE>  10                                                          

increase from the prior year in cash  provided  by  operating   activities  was 
primarily  due  to  changes  in inventories and accounts payable.

   During the 26 weeks ended July 31, 1997,  the Company  spent $281 million for
net capital  expenditures,  $78 million  for the payment of  dividends  and $176
million to purchase and retire stock. The Company also reduced  commercial paper
borrowings by $149 million.

   The  Company  utilizes  its  commercial  paper  program  to  supplement  cash
requirements  due to  seasonal  fluctuations  in working  capital as a result of
operations  and  the  Company's  capital   expenditure   program.   Accordingly,
commercial  paper  borrowings  will  fluctuate  between the Company's  quarterly
reporting  periods.  The Company had $180 million of commercial paper borrowings
outstanding at July 31, 1997,  compared to $329 million at January 30, 1997, and
$160 million at August 1, 1996.

   In July 1997, the Company  issued $200 million of  medium-term  notes under a
shelf registration  statement filed with the Securities and Exchange  Commission
in May 1996.  Proceeds from the issuance were used primarily to repay borrowings
under the  Company's  commercial  paper  program.  Medium-term  notes up to $100
million  remain  available  for  issuance  under  the  1996  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 3, 1997, authorizes the Company to purchase and retire up to 7 million  
shares  through  March 31,  1998.  During the 26 weeks ended July 31, 1977,
4,861,300 shares were purchased and retired pursuant to this program.


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.

   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  

<PAGE>   11                                                            

legislation  or  regulation,  adverse determinations with respect to litigation 
or other claims, labor negotiations, ability to recruit and develop  employees,
ability to develop new stores or complete remodels as rapidly as planned 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  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  state-wide  class
actions  (Washington,   Choate  v.  Albertson's,  Inc.;  California,  Gloege  v.
Albertson's,  Inc.; and Florida,  Mitchell v.  Albertson's,  Inc.) and one civil
lawsuit  filed in April 1997 in  federal  court in Boise,  Idaho as a  purported
several-state  class  action  (the  remaining  17 states  in which  the  Company
operates,  Barton v.  Albertson's,  Inc.) have been brought  against the Company
alleging  that (i) the Company has a  wide-spread  practice  of  permitting  its
hourly-paid employees to work "off-the-clock"  without being paid for their work
and (ii) the Company's bonus and worker's compensation plans are unlawful. These
suits are being  sponsored and financed by the United Food & Commercial  Workers
(UFCW),  International  Union.  In addition,  two other  similar cases have been
filed as purported  class actions which in effect  duplicate the coverage of the
UFCW  sponsored  suits  (Flach  v.  Albertson's,  Inc.  filed in state  court in
Colorado in April 1997 and Rose v.  Albertson's,  Inc. filed in federal court in
Boise, Idaho in April 1997).

   The  Company  has  firm  and  long-standing  policies  in  place  prohibiting
off-the-clock work and has structured its bonus and worker's  compensation plans
to comply with all applicable  laws.  Although these lawsuits are still in their
preliminary  stages,  the Company believes it has strong defenses and intends to
vigorously defend against these lawsuits.  The Company further 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.

   In the opinion of management,  the ultimate  resolution of these actions will
not have a material  adverse  effect on the  Company's  financial  condition  or
results of operations.

   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 or
results of operations.


<PAGE>   12                                                      


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
------------------------------------------------------------
   Information  regarding the Company's  Annual Meeting of Stockholders  held on
May 23, 1997,  was included  under Item 4 of Form 10-Q for the quarter ended May
1, 1997.


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


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

       27       Financial data schedule for the 26 weeks ended July 31,
                1997.

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

       None.



<PAGE>  13                                                       


                               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 3, 1997              /S/ A. Craig Olson
       ---------------------           ---------------------------------
                                        A. Craig Olson
                                        Senior Vice President, Finance
                                        and Chief Financial Officer