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 39 Weeks Ended:  October 30, 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 November 25, 1997:         245,581,125








<PAGE>



                     PART I.  FINANCIAL INFORMATION



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


                                     13 WEEKS ENDED            39 WEEKS ENDED
                                ----------------------- ------------------------
                                October 30, October 31,October 30,   October 31,
                                     1997         1996        1997          1996
                                -----------  ---------- -----------  -----------

Sales                            $3,612,032  $3,375,771 $10,900,082  $10,200,843
Cost of sales                     2,637,952   2,507,434   8,065,336    7,572,925
                                 ----------  ---------- -----------  -----------
Gross profit                        974,080     868,337   2,834,746    2,627,918

Selling, general and
  administrative expenses           751,676     679,438   2,230,008    2,030,427
                                 ----------  ---------- -----------  -----------
Operating profit                    222,404     188,899     604,738      597,491

Other (expenses) income:
  Interest, net                     (22,388)    (16,103)   (61,243)     (46,065)
  Other, net                         (1,104)       (310)     7,941       (1,162)
                                 ----------  ---------- -----------  -----------
Earnings before income taxes        198,912     172,486     551,436      550,264
Income taxes                         75,507      66,062     209,325      210,751
                                 ----------  ---------- -----------  -----------

NET EARNINGS                     $  123,405  $  106,424 $   342,111  $   339,513
                                 ==========  ========== ===========  ===========


EARNINGS PER SHARE                    $ .50       $ .42       $1.38        $1.35


DIVIDENDS DECLARED PER SHARE          $ .16       $ .15       $ .48        $ .45

Weighted average common
  shares outstanding                245,646     252,038     248,433      251,976





















See Notes to Consolidated Financial Statements.



<PAGE>


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

                                                October 30, 1997     January 30,
                                                  (unaudited)           1997
                                                ----------------    ------------
                   ASSETS
                   ------


CURRENT ASSETS:
  Cash and cash equivalents                          $   98,312       $   90,865
  Accounts and notes receivable                         102,084           98,364
  Inventories                                         1,244,315        1,201,067
  Prepaid expenses                                       43,447           42,823
  Deferred income taxes                                  51,771           42,804
                                                     ----------       ----------
           TOTAL CURRENT ASSETS                       1,539,929        1,475,923

OTHER ASSETS                                            196,524          184,070

LAND, BUILDINGS AND EQUIPMENT                         5,037,324        4,622,655
  Less accumulated depreciation and amortization      1,757,902        1,568,015
                                                     ----------       ----------
                                                      3,279,422        3,054,640
                                                     ----------       ----------
                                                     $5,015,875       $4,714,633

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


CURRENT LIABILITIES:
  Accounts payable                                   $  732,027       $  682,305
  Salaries and related liabilities                      145,425          135,681
  Taxes other than income taxes                          86,751           67,086
  Income taxes                                           21,471           14,409
  Self-insurance                                         68,426           63,999
  Unearned income                                        40,965           36,539
  Other current liabilities                              63,131           46,161
  Current maturities of long-term debt                   86,465              975
  Current capitalized lease obligations                   9,514            7,938
                                                     ----------        ---------
           TOTAL CURRENT LIABILITIES                  1,254,175        1,055,093

LONG-TERM DEBT                                          986,155          921,704

CAPITALIZED LEASE OBLIGATIONS                           134,509          130,050

DEFERRED INCOME TAXES                                    10,411           15,876

OTHER LONG-TERM LIABILITIES AND DEFERRED CREDITS        350,147          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  -
    245,574,277
    shares and 250,690,105 shares, respectively         245,574          250,690
  Capital in excess of par value                            840               92
  Retained earnings                                   2,034,064        1,996,236
                                                     ----------       ----------
                                                      2,280,478        2,247,018
                                                     ----------       ----------
                                                     $5,015,875       $4,714,633






See Notes to Consolidated Financial Statements.


<PAGE>


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

                                 39 WEEKS ENDED
                                                  ------------------------------
                                                    October 30,      October 31,
                                                        1997             1996
                                                  -------------    -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings                                      $ 342,111        $ 339,513
   Adjustments to reconcile net earnings to net
     cash provided by operating activities:
       Depreciation and amortization                   243,987          217,001
       Net deferred income taxes                       (14,432)          10,189
       Increase in cash surrender value of
         Company-owned life insurance                   (8,565)          (1,000)
       Changes in operating assets and liabilities:
         Receivables and prepaid expenses               (4,344)          (8,812)
         Inventories                                   (43,248)        (149,247)
         Accounts payable                               49,722           40,289
         Other current liabilities                      53,652           15,333
         Self-insurance                                 10,587           (5,452)
         Unearned income                                (2,425)         (13,665)
         Other long-term liabilities                     6,167            3,394
                                                     ----------       ----------
       Net cash provided by operating activities       633,212          447,543

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net capital expenditures excluding
     noncash activities                               (457,175)        (508,245)
   Increase in other assets                             (3,889)          (8,444)
                                                     ----------       ----------
       Net cash used in investing activities          (461,064)        (516,689)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term borrowings                  200,000          200,000
   Payments on long-term borrowings                     (6,141)         (83,117)
   Net commercial paper activity                       (49,607)          74,686
   Proceeds from stock options exercised                 1,990            2,404
   Cash dividends                                     (116,969)        (108,340)
   Stock purchased and retired                        (193,974)         (23,207)
                                                     ----------       ----------
       Net cash (used in) provided by
         financing activities                         (164,701)          62,426
                                                     ----------       ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                      7,447           (6,720)
CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                                             90,865           69,113
                                                     ----------       ----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD           $  98,312        $  62,393
                                                     ==========       =========

NONCASH ACTIVITIES:
  Capitalized lease obligations incurred             $  12,395        $   4,424
  Capitalized lease obligations terminated                 671            1,603
  Tax benefits related to stock options                  1,990            2,579
  Liabilities assumed in connection with
    asset acquisitions                                                      692
CASH PAYMENTS FOR:
  Income taxes                                         213,324          235,607
  Interest, net of amounts capitalized                  36,073           32,498

See Notes to Consolidated Financial Statements.


<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 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>


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):

   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

   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>


                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:

                              Percent to Sales
                           --------------------
                               13 weeks ended         Percentage
                           --------------------
                           10-30-97    10-31-96        Increase
                           --------    --------       ----------
   Sales                    100.00%     100.00%           7.0%
   Gross profit              26.97       25.72           12.2
   Selling, general and
     administrative
     expenses                20.81       20.13           10.6
   Operating profit           6.16        5.60           17.7
   Net interest
     expense                  0.62        0.48           39.0
   Other expense              0.03        0.01            N.A.
   Earnings before
     income taxes             5.51        5.11           15.3
   Net earnings               3.42        3.15           16.0

   Sales  increased  due to improved  identical  store  sales and the  continued
expansion of net retail square footage.  Identical store sales,  sales in stores
that  have  been in  operation  for the  full 13  week  periods  of both  years,
increased 1.1% and comparable  store sales (which  include  replacement  stores)
increased 1.2%. Management estimates that there was a slight annual deflation in
products the Company sells of approximately  0.1%.  During the quarter 11 stores
were opened,  1 store was closed and 7 store  remodels  were  completed.  Retail
square  footage  increased to 41.5  million  square feet, a net increase of 6.4%
from October 31, 1996.

   In addition to new store  development,  the Company  plans to increase  sales
through its  continued  investment  in programs  initiated in 1996 and providing
solutions to customer needs.  Programs initiated in 1996 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. In response to providing additional
solutions to customer needs, the Company has added new,  gourmet-quality  bakery
items and expanded  product  variety to include  organically  grown  produce and
organic grocery items. Other solutions include neighborhood marketing,  targeted
advertising, and exciting new and remodeled stores.

   Gross  profit,  as a percent  to sales,  increased  primarily  as a result of
improvements  made in  retail  stores,  including  substantial  improvements  in
under-performing  stores.  The pre-tax LIFO charge reduced gross profit by $3.75
million  (0.10% to sales) for the 13 weeks


<PAGE>

ended  October  30,  1997,  and $5.4 million (0.16% to sales) for the 13 weeks
ended October 31, 1996.

   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;  increases  in  workers'
compensation  costs,  insurance  expense  and  bank  card  fees;  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 third  quarter of 1997 as  compared  to the third
quarter of 1996.

   The  Company's  effective  income tax rate for the 13 weeks ended October 30,
1997,  was 38.0% as compared to 38.3% for the 13 weeks ended  October 31,  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:

                              Percent to Sales
                           --------------------
                               39 weeks ended         Percentage
                           --------------------
                           10-30-97    10-31-96        Increase
                           --------    --------       ----------
   Sales                    100.00%     100.00%           6.9%
   Gross profit              26.01       25.76            7.9
   Selling, general and
     administrative
     expenses                20.46       19.90            9.8
   Operating profit           5.55        5.86            1.2
   Net interest
     expense                  0.56        0.45           32.9
   Other income (expense)     0.07       (0.01)           N.A.
   Earnings before
     income taxes             5.06        5.39            0.2
   Net earnings               3.14        3.33            0.8

   Sales  increased  primarily  as a result of the  continued  expansion  of net
retail square footage. Identical store sales increased 0.3% and comparable store
sales (which include  replacement stores) increased 0.3%.  Management  estimates
that there was a slight  annual  deflation  in  products  the  Company  sells of
approximately  0.1%.  During the 39 weeks 35 stores were  opened,  4 stores were
closed and 22 store remodels were completed.  Retail square footage increased to
41.5 million square feet, a net increase of 6.4% from October 31, 1996.

   In addition to new store  development,  the Company  plans to increase  sales
through its  continued  investment  in programs  initiated in 1996 and providing
solutions to customer needs.  Programs initiated in 1996 include:  the Front End
Manager  program;  the home meal solutions  process

<PAGE>

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. In
response to providing additional solutions to customer needs, the Company has
added new,  gourmet-quality  bakery items and expanded  product  variety to
include  organically  grown  produce and organic grocery items. Other solutions
include neighborhood marketing,  targeted advertising, and exciting new and
remodeled stores.

   Gross  profit,  as a percent  to sales,  increased  primarily  as a result of
improvements  made in  retail  stores,  including  substantial  improvements  in
under-performing  stores.  Gross  profit  improvements  in  retail  stores  were
partially  offset by increased  costs  associated  with the  Company's new "Dear
Albertson's"  advertising  campaign  which began in February 1997. 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 $25.55  million (0.23% to sales) for the 39
weeks ended  October 30,  1997,  and $30.2  million  (0.30% to sales) for the 39
weeks ended October 31, 1996.

   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;   increased   workers'
compensation  costs and bank  card  fees;  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 39 weeks ended October 30, 1997, as compared to the
prior year.

   Other  income for the 39 weeks ended  October  30,  1997,  included  non-cash
income of $8.6 million for the increase in cash surrender value of Company-owned
life  insurance  as  compared to $1.0  million of other  income for the 39 weeks
ended October 31, 1996.

   The  Company's  effective  income tax rate for the 39 weeks ended October 30,
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 39 weeks  ended  October  30,  1997,  was $633
million  compared to $448  million in the prior year.  During the 39 weeks ended
October 30, 1997,  the Company spent $457 million for net capital  expenditures,
$117  million  for the payment of  dividends  and $194  million to purchase  and
retire  stock.  The Company  also reduced  commercial  paper  borrowings  by $50
million.


<PAGE>

   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 $279 million of commercial paper borrowings
outstanding  at October 30, 1997,  compared to $329 million at January 30, 1997,
and $284 million at October 31, 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 39 weeks ended  October 30, 1997,  5,368,500
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  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.


<PAGE>

   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
multi-state class action (the remaining 17 states in which the Company operates,
Barton v.  Albertson's,  Inc.) have been  brought  against the  Company  raising
various issues that include:  (i) allegations that 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)  allegations  that 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.
The parties have agreed to  consolidate  these suits in federal  court in Boise,
Idaho. In addition,  four other similar suits 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; Rose
v.  Albertson's,  Inc.  filed in federal  court in Boise,  Idaho in April  1997;
Valerio v.  Albertson's,  Inc.  filed in state court in New Mexico in  September
1997; and Pymm v.  Albertson's,  Inc. filed in state court in Nevada in November
1997).

   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
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.


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.


<PAGE>


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


Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
   Not applicable.


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


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

       27  Financial data schedule for the 39 weeks ended October 30, 1997.

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

       None.



<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:    December 4, 1997              /S/ A. Craig Olson
       ---------------------           ---------------------------------
                                        A. Craig Olson
                                        Senior Vice President, Finance
                                        and Chief Financial Officer