FORM 10-Q
                                                          18





                       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: November 2, 2000       Commission File Number: 1-6187



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


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


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


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


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

     Number of Registrant's $1.00 par value
     common shares outstanding at December 6, 2000:  409,294,951


                                     Page 1
<PAGE>


                          PART I. FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
                                                            13 WEEKS ENDED                          39 WEEKS ENDED
                                                   ----------------------------------    --------------------------------------
                                                       November 2,      October 28,           November 2,        October 28,
                                                              2000             1999                  2000               1999
                                                   ---------------- -----------------    ------------------ -------------------
<S>                                                <C>              <C>                  <C>                <C>

Sales                                                       $8,991           $8,982               $27,218            $27,579
Cost of sales                                                6,438            6,517                19,514             20,056
                                                   ---------------- -----------------    ------------------ -------------------
Gross profit                                                 2,553            2,465                 7,704              7,523

Selling, general and
  administrative expenses                                    2,168            2,148                 6,521              6,378
Merger-related expense
  (income)                                                       1              (21)                    2                409
Litigation Settlement                                                            37                                       37
                                                   ---------------- -----------------    ------------------ -------------------
Operating profit                                               384              301                 1,181                699

Other (expenses) income:
  Interest, net                                                (99)             (84)                 (281)              (244)
  Other, net                                                    (1)                                     3                  5
                                                   ---------------- -----------------    ------------------ -------------------
Earnings before
  income taxes and extra-
  ordinary item                                                284              217                   903                460
Income taxes                                                   112               87                   358                297
                                                   ---------------- -----------------    ------------------ -------------------
Earnings before
  extraordinary item                                           172              130                   545                163
Extraordinary loss on
  extinguishment of debt, net
  of tax benefit of $7                                                                                                   (23)
                                                   ---------------- -----------------    ------------------ -------------------

NET EARNINGS                                                $  172           $  130               $   545            $   140
                                                   ================ =================    ================== ===================

BASIC EARNINGS PER SHARE:
  Earnings before
     extraordinary item                                     $ 0.41           $ 0.31               $  1.29            $  0.39
  Extraordinary item                                                                                                   (0.06)
                                                   ---------------- -----------------    ------------------ -------------------
  Net earnings                                              $ 0.41           $ 0.31               $  1.29            $  0.33
                                                   ================ =================    ================== ===================

DILUTED EARNINGS PER SHARE:
  Earnings before
     extraordinary item                                     $ 0.41           $ 0.31               $  1.29            $  0.39
  Extraordinary item                                                                                                   (0.06)
                                                   ---------------- -----------------    ------------------ -------------------
  Net earnings                                              $ 0.41           $ 0.31               $  1.29            $  0.33
                                                   ================ =================    ================== ===================

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING:
  Basic                                                        417              424                   421                422
  Diluted                                                      417              424                   421                423
</TABLE>





See Notes to Consolidated Financial Statements.

                                     Page 2
                                     <PAGE>


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

<TABLE>
<CAPTION>
                                                                                     November 2,
                                                                                            2000                February 3,
                                                                                     (unaudited)                       2000
                                                                              -------------------        -------------------
                   ASSETS
<S>                                                                           <C>                        <C>
CURRENT ASSETS:
   Cash and cash equivalents                                                               $ 38                      $ 231
   Accounts and notes receivable                                                            531                        587
   Inventories                                                                            3,527                      3,481
   Prepaid expenses                                                                          83                        155
   Property held for resale                                                                  82                        100
   Refundable income taxes                                                                    7
   Deferred income taxes                                                                     30                         29
                                                                              -------------------        -------------------
                TOTAL CURRENT ASSETS                                                      4,298                      4,583

OTHER ASSETS                                                                                427                        456
GOODWILL AND INTANGIBLES, net                                                             1,721                      1,760

LAND, BUILDINGS AND EQUIPMENT (net of
   accumulated depreciation and amortization
   of $5,509 and $5,087, respectively)                                                    9,467                      8,911
                                                                              -------------------        -------------------
                                                                                        $15,913                    $15,710
                                                                              ===================        ===================

     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                                     $ 2,486                    $ 2,162
   Salaries and related liabilities                                                         512                        555
   Taxes other than income taxes                                                            193                        172
   Income taxes                                                                                                         82
   Self-insurance                                                                           180                        187
   Unearned income                                                                          118                        110
   Other current liabilities                                                                129                        115
   Merger-related accruals                                                                   15                         33
   Current maturities of long-term debt                                                     116                        623
   Current capitalized lease obligations                                                     18                         19
                                                                              -------------------        -------------------
                TOTAL CURRENT LIABILITIES                                                 3,767                      4,058

LONG-TERM DEBT                                                                            5,295                      4,805

CAPITALIZED LEASE OBLIGATIONS                                                               223                        187

SELF-INSURANCE                                                                              229                        222

DEFERRED INCOME TAXES                                                                        89                         52

OTHER LONG-TERM LIABILITIES AND DEFERRED CREDITS                                            660                        684

STOCKHOLDERS' EQUITY:
   Preferred stock - $1.00 par value; authorized - 10 shares; issued - none
   Common stock - $1.00 par value; authorized - 1,200 shares; issued - 409
     shares and 424 shares, respectively                                                    409                        424
   Capital in excess of par value                                                            46                        145
   Retained earnings                                                                      5,195                      5,133
                                                                              -------------------        -------------------
                                                                                          5,650                      5,702
                                                                              -------------------        -------------------
                                                                                        $15,913                    $15,710
                                                                              ===================        ===================
</TABLE>



See Notes to Consolidated Financial Statements.


                                     Page 3
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                              39 WEEKS ENDED
                                                                              -----------------------------------------------
                                                                                     November 2,                October 28,
                                                                                            2000                       1999
                                                                              --------------------       --------------------
<S>                                                                           <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings                                                                          $   545                     $  140
     Adjustments to reconcile net earnings to
     net cash provided by operating activities:
       Depreciation and amortization                                                         695                        637
       Goodwill amortization                                                                  42                         44
       Noncash merger-related expense                                                          6                        283
       Net loss on asset sales                                                                 1                          6
       Net deferred income taxes                                                              26                        (22)
       Increase in cash surrender value of
         Company-owned life insurance                                                         (3)                        (5)
       Changes in operating assets and liabilities:
         Receivables and prepaid expenses                                                    113                        134
         Inventories                                                                         (46)                      (277)
         Accounts payable                                                                    324                        200
         Other current liabilities                                                          (117)                        13
         Self-insurance                                                                       (1)                       (58)
         Unearned income                                                                      14                        (34)
         Other long-term liabilities                                                         (31)                       (62)
                                                                              --------------------       --------------------
   Net cash provided by operating activities                                               1,568                        999

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net capital expenditures excluding
     noncash activities                                                                   (1,167)                    (1,298)
   Proceeds from divestitures                                                                                           359
   Decrease (increase) in other assets                                                        19                       (157)
                                                                              --------------------       --------------------
   Net cash used in investing activities                                                  (1,148)                    (1,096)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term borrowings                                                        527                      1,817
   Payments on long-term borrowings                                                         (371)                      (947)
   Net commercial paper and bank line activity                                              (187)                      (498)
   Proceeds from stock options exercised                                                       5                         30
   Cash dividends paid                                                                      (237)                      (188)
   Stock purchased and retired                                                              (350)
   Tax payments for options exercised                                                                                   (14)
                                                                              --------------------       --------------------
   Net cash (used in) provided by financing
     activities                                                                             (613)                       200
                                                                              --------------------       --------------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                        (193)                       103

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                $   38                    $   219
                                                                              ====================       ====================
</TABLE>





See Notes to Consolidated Financial Statements.

                                     Page 4

<PAGE>


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

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

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

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

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

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

   Historical  operating  results  are  not  necessarily  indicative  of  future
results.

Goodwill
   Goodwill resulting from business  acquisitions  represents the excess of cost
over fair  value of net assets  acquired  and is being  amortized  over 40 years
using the straight-line  method.  Accumulated  amortization amounted to $645 and
$603 at November 2, 2000, and February 3, 2000, respectively.

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




                                     Page 5
<PAGE>


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

Merger-related and Exit Costs
   Results of operations for the 39 weeks ended  November 2, 2000,  include $109
of  merger-related  costs ($68 after tax).  The  following  table  presents  the
pre-tax costs incurred by category of expenditure  and  merger-related  accruals
included in the Company's Consolidated Balance Sheets:

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

Severance costs                                         (1)                (1)               6                    4
Write-down of assets to net
   realizable value                                                         3               21                   24
Integration and other costs                                                                 81                   81
                                        ------------------- ------------------ ------------------ -------------------
    Total costs                                         (1)                 2              108                  109

Cash expenditures                                      (13)                (4)            (110)                (127)
                                        ------------------- ------------------ ------------------ -------------------
Merger-related accruals at
   November 2, 2000                                   $ 12                 $1               $2                 $ 15
                                        =================== ================== ================== ===================
</TABLE>

   Severance  costs consist of obligations  to employees who were  terminated or
were notified of termination under a plan authorized by senior management. Total
merger-related  terminations  were 663 employees as of November 2, 2000,  and no
further terminations are expected to be made under this plan.

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

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

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

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






                                     Page 6
<PAGE>


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

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

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

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

<TABLE>
<CAPTION>
                                                                        39 Weeks Ended               39 Weeks Ended
                                                                      November 2, 2000             October 28, 1999
                                                                ------------------------    ------------------------
<S>                                                             <C>                         <C>
   Cash payments for:
     Income taxes                                                                 $414                         $377
     Interest, net of amounts
       capitalized                                                                 254                          223
   Noncash transactions:
     Capitalized leases incurred                                                    50                           11
     Capitalized leases terminated                                                   2                           14
     Tax effects related to stock
       options                                                                     (11)                           8
     Liabilities assumed in connection
       with asset acquisition                                                                                     7
</TABLE>


Capital Stock
   The Board of Directors,  on April 25, 2000,  adopted a stock purchase program
that authorizes,  but does not require, the Company to purchase and retire up to
$500 of the Company's  common stock during the period  beginning April 25, 2000,
and ending  April 30,  2001.  As of November 2, 2000,  14,563,000  shares of the
Company's  common stock, at a total cost of $350, has been purchased and retired
under this  authorization.  This  authorization has been increased to $1,500 and
its term has been extended to December 6, 2001. Refer to the "Subsequent  Event"
note.


                                     Page 7
<PAGE>


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

   In June 1998, the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards  (SFAS) No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities." This new standard  establishes  accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity  recognize all derivatives as either assets or liabilities in the
statement of financial  position and measure  those  instruments  at fair value.
This  standard,  as amended by SFAS No. 137 and No.  138, is  effective  for the
Company's  2001 fiscal year. The Company has not yet completed its evaluation of
this  standard  or  its  impact  on  the  Company's   accounting  and  reporting
requirements.

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

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

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

                                     Page 8
<PAGE>


Subsequent Event
   The Board of Directors on December 6, 2000,  increased the current $500 stock
purchase program by an additional  $1,000,  for a total of $1,500 authorized for
the  purchase of Company  common  stock.  The  revised  stock  purchase  program
authorizes,  but does not  require,  the  Company to  purchase  and retire up to
$1,500 of the Company's common stock during the period beginning April 25, 2000,
and ending  December 6, 2001.




                                     Page 9
<PAGE>


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


Results of Operations - Third Quarter
   The following table sets forth certain income statement  components expressed
as a percent to sales and the year-to-year  percentage changes in the amounts of
such components:

<TABLE>
<CAPTION>
                                                             Percent to Sales
                                                              13 weeks ended                  Percentage
                                                         11-2-00         10-28-99              Increase
                                                  ---------------- -----------------     ------------------
<S>                                               <C>              <C>                   <C>

   Sales                                                 100.00%          100.00%                    0.1%
   Gross profit                                           28.40            27.45                     3.6
   Selling, general and
     administrative expenses                              24.11            23.91                     0.9
   Merger-related expense
     (income)                                              0.01            (0.23)                    n.m.
   Operating profit                                        4.28             3.35                    27.8
   Interest expense, net                                   1.11             0.94                    18.2
   Earnings before
     income taxes                                          3.16             2.41                    31.2
   Net earnings                                            1.91             1.45                    32.3

   n.m. - not meaningful
</TABLE>

   Sales for the quarter ended November 2, 2000,  increased  0.1% in total,  and
increased by 2.9% when excluding sales from stores required to be divested, over
the same quarter of the prior year.  Identical  store sales  decreased  0.5% and
comparable  store sales,  which  include  replacement  stores,  decreased  0.2%.
Increases in sales are primarily  attributable  to the continued  development of
new stores.  During the quarter the Company opened 13 combination  food and drug
stores  and 6  stand  alone  drugstores,  while  closing  8  supermarkets  and 6
drugstores.  Net retail  square  footage  increased by 4.0% from the prior year.
Management  estimates  that there was overall  inflation in products the Company
sells of approximately 0.3% (annualized).

   As part of its efforts to increase sales, the Company  continues to implement
best practices  across the Company and make investments in programs to fine tune
pricing,  increase  promotions,  and provide solutions to customer needs.  These
programs include the Front End Manager program;  the home meal solutions process
called "Quick  Fixin'  Ideas;"  special  destination  categories;  and increased
emphasis on training  programs  utilizing  Computer Guided Training.  To provide
additional   solutions   to   customer   needs,   the   Company  has  added  new
gourmet-quality  bakery  products and organic  grocery and produce items.  Other
solutions include neighborhood marketing,  targeted advertising and exciting new
and remodeled stores.








                                     Page 10
<PAGE>


   Gross profit, as a percent to sales,  increased  primarily as a result of the
Merger   creating   buying   synergies,   and  margin   improvements   from  the
implementation  of best practices across the Company.  The shifting of the sales
mix towards higher margin departments such as Service Deli,  Pharmacy and Bakery
is also  contributing to the increase in gross profit  percentage.  Gross profit
improvements   were  also  realized   through  the  continued   utilization   of
Company-owned  distribution  facilities and increased buying  efficiencies.  The
pre-tax LIFO charge reduced gross profit by $8 (0.08% to sales) for the 13 weeks
ended  November  2, 2000,  as  compared  to $9 (0.10% to sales) for the 13 weeks
ended October 28, 1999.

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

   Net  interest  expense  for the 13 weeks ended  November  2, 2000,  increased
primarily due to a higher weighted average interest rate on the outstanding debt
during the 13 weeks ended  November  2, 2000,  as compared to the 13 weeks ended
October 28, 1999.

Merger-Related and Exit Costs
   Results of operations for the 13 weeks ended November 2, 2000, include $26 of
merger-related  and exit costs ($15 after tax). The following table presents the
pre-tax costs incurred by category of expenditure:

<TABLE>
<CAPTION>
                                                        ------------- ------------- -------------
                                                              Merger        Period
                                                              Charge         Costs         Total
                                                        ------------- ------------- -------------
<S>                                                     <C>           <C>           <C>
Severance costs                                                 $(2)           $ 1          $(1)
Write-down of assets to net realizable value                      3              5            8
Integration and other costs                                                     19           19
                                                        ------------- ------------- -------------
  Total costs                                                   $ 1            $25          $26
                                                        ============= ============= =============
</TABLE>

   Severance  costs consist of obligations  to employees who were  terminated or
were notified of termination under a plan authorized by senior management. There
were no merger-related  terminations  during the quarter ended November 2, 2000,
and no further terminations are expected under this plan.

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

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



                                     Page 11
<PAGE>


   The Company expects to incur  additional  after-tax  merger-related  and exit
costs of  approximately  $90 over the next two years which consist  primarily of
expected  integration  costs  and  costs  associated  with  other  consolidation
activities for which plans have not yet been finalized.

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


<TABLE>
<CAPTION>
                                 ------------------------------------------------- -------------------------------------------------
                                         13 Weeks Ended November 2, 2000                   13 Weeks Ended October 28, 1999
                                 ------------------------------------------------- -------------------------------------------------
                                                                  W/O      Percent                                 W/O       Percent
                                           As       One-         One-           To           As       One-        One-            To
                                     Reported       Time         Time        Sales     Reported       Time        Time         Sales
                                 ------------ ---------- ------------ ------------ ------------ ---------- ----------- -------------
<S>                              <C>          <C>        <C>          <C>          <C>          <C>        <C>         <C>
Sales                                  $8,991                  $8,991      100.00%       $8,982                 $8,982       100.00%
Cost of sales                           6,438       $ (7)       6,431       71.52         6,517      $ (17)      6,500        72.36
                                 ------------ ---------- ------------ ------------ ------------ ---------- ----------- -------------
Gross profit                            2,553          7        2,560       28.48         2,465         17       2,482        27.64
Selling, general and
  administrative expenses               2,168        (18)       2,150       23.91         2,148        (59)      2,089        23.26
Merger-related expense (income)             1         (1)                                  (21)         21
Litigation settlement                                                                       37         (37)
                                 ------------ ---------- ------------ ------------ ------------ ---------- ----------- -------------
Operating profit                          384         26          410        4.57           301         92         393         4.38
Interest expense, net                     (99)                    (99)      (1.11)          (84)                   (84)       (0.94)
Other expense, net                         (1)                     (1)      (0.01)
                                 ------------ ---------- ------------ ------------ ------------ ---------- ----------- -------------
Earnings before income taxes              284         26          310        3.45           217         92         309         3.44
Income taxes                              112         11          123        1.36            87         37         124         1.38
                                 ------------ ---------- ------------ ------------ ------------ ---------- ----------- -------------
Net Earnings                             $172        $15         $187        2.09%         $130        $55        $185         2.06%
                                 ============ ========== ============ ============ ============ ========== =========== =============
</TABLE>



                                     Page 12
<PAGE>


Results of Operations - Year-to-Date
   The following table sets forth certain income statement  components expressed
as a percent to sales and the year-to-year  percentage changes in the amounts of
such components:

<TABLE>
<CAPTION>
                                                            Percent to Sales                   Percentage
                                                             39 weeks ended                     Increase
                                                         11-2-00         10-28-99              (Decrease)
                                                  ---------------- -----------------     ------------------
<S>                                               <C>              <C>                   <C>

   Sales                                                 100.00%          100.00%                  (1.3)%
   Gross profit                                           28.30            27.28                    2.4
   Selling, general and
     administrative expenses                              23.96            23.13                    2.2
   Merger-related expense                                  0.01             1.48                    n.m.
   Operating profit                                        4.34             2.54                   68.9
   Interest expense, net                                   1.03             0.88                    1.5
   Earnings before
     income taxes                                          3.32             1.67                   96.3
   Net earnings                                            2.00             0.51                  288.3

   n.m. - not meaningful
</TABLE>

   Sales for the 39 weeks ended  November 2, 2000,  decreased  by 1.3% in total,
and increased by 3.9% when excluding  sales from stores required to be divested,
over the same period of the prior year. Identical store sales increased 0.3% and
comparable  store sales,  which  include  replacement  stores,  increased  0.6%.
Increases in sales are primarily  attributable  to the continued  development of
new stores and identical and  comparable  store sales  increases.  During the 39
weeks ended November 2, 2000,  the Company  opened 45 combination  food and drug
stores, 1 conventional  store, 1 warehouse store and 18 stand alone  drugstores,
while closing 35 supermarkets and 15 drugstores. The new stores include 6 stores
that were  acquired in two separate  transactions  during  second  quarter.  Net
retail  square  footage  increased  by 4.0%  from  the  prior  year.  Management
estimates  that there was overall  inflation  in products  the Company  sells of
approximately 0.3% (annualized).

   As part of its efforts to increase sales, the Company  continues to implement
best practices  across the Company and make investments in programs to fine tune
pricing,  increase  promotions,  and provide solutions to customer needs.  These
programs include the Front End Manager program;  the home meal solutions process
called "Quick  Fixin'  Ideas;"  special  destination  categories;  and increased
emphasis on training  programs  utilizing  Computer Guided Training.  To provide
additional   solutions   to   customer   needs,   the   Company  has  added  new
gourmet-quality  bakery  products and organic  grocery and produce items.  Other
solutions include neighborhood marketing,  targeted advertising and exciting new
and remodeled stores.

   Gross profit, as a percent to sales,  increased  primarily as a result of the
Merger creating buying synergies and margin improvements from the implementation
of best practices across the Company.  The shifting of the sales mix towards the
higher  margin  departments  such as Service  Deli,  Pharmacy and Bakery is also
contributing  to  the  increase  in  gross  profit   percentage.   Gross  profit
improvements   were  also  realized   through  the  continued   utilization   of
Company-owned  distribution  facilities and increased buying  efficiencies.  The
pre-tax  LIFO  charge  reduced  gross  profit by $20 (0.07% to sales) for the 39
weeks  ended  November  2, 2000,  as compared to $27 (0.10% to sales) for the 39
weeks ended October 28, 1999.

                                     Page 13

<PAGE>


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

   Net interest expense for the 39 weeks ended November 2, 2000,  included a $16
interest  expense  reversal due primarily to a favorable  income tax settlement.
The  increase in net  interest  expense,  as adjusted  by the  interest  expense
reversal,  resulted primarily from higher weighted average interest rates during
the 39 weeks ended  November 2, 2000,  as compared to the 39 weeks ended October
28, 1999.

Merger-Related and Exit Costs
   Results of operations for the 39 weeks ended  November 2, 2000,  include $109
of  merger-related  and exit costs ($68 after tax). The following table presents
the pre-tax costs incurred by category of expenditure:

<TABLE>
<CAPTION>
                                                              ------------- ------------- ------------- -------------
                                                                      Exit        Merger        Period
                                                                     Costs        Charge         Costs         Total
                                                              ------------- ------------- ------------- -------------
<S>                                                           <C>           <C>           <C>           <C>
Severance costs                                                      $ (1)         $ (1)            $6            $4
Write-down of assets to net realizable value                                          3             21            24
Integration and other costs                                                                         81            81
                                                              ------------- ------------- ------------- -------------
  Total costs                                                        $ (1)           $2           $108          $109
                                                              ============= ============= ============= =============
</TABLE>

   Severance  costs consist of obligations  to employees who were  terminated or
were notified of termination under a plan authorized by senior management. Total
merger-related  terminations  were 663 employees as of November 2, 2000,  and no
further terminations are expected under this plan.

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

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

   The Company expects to incur  additional  after-tax  merger-related  and exit
costs of  approximately  $90 over the next two years which consist  primarily of
expected  integration  costs  and  costs  associated  with  other  consolidation
activities for which plans have not yet been finalized.


                                     Page 14
<PAGE>


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


<TABLE>
<CAPTION>
                                 ------------------------------------------------- -------------------------------------------------
                                         39 Weeks Ended November 2, 2000                   39 Weeks Ended October 28, 1999
                                 ------------------------------------------------- -------------------------------------------------
                                                                  W/O      Percent                                 W/O       Percent
                                            As      One-         One-           To           As       One-        One-            To
                                      Reported      Time         Time        Sales     Reported       Time        Time         Sales
                                 ------------- --------- ------------ ------------ ------------ ---------- ----------- -------------
<S>                              <C>           <C>       <C>          <C>          <C>          <C>        <C>           <C>
Sales                                  $27,218                $27,218      100.00%      $27,579                $27,579       100.00%
Cost of sales                           19,514      $(30)      19,484       71.58        20,056      $ (21)     20,035        72.65
                                 ------------- --------- ------------ ------------ ------------ ---------- ----------- -------------
Gross profit                             7,704        30        7,734       28.42         7,523         21       7,544        27.35
Selling, general and
  administrative expenses                6,521       (97)       6,424       23.60         6,378       (146)      6,232        22.60
Merger-related expense                      2         (2)                                   409       (409)
Litigation settlement                                                                        37        (37)
                                 ------------- --------- ------------ ------------ ------------ ---------- ----------- -------------
Operating profit                         1,181       129        1,310        4.81           699        613       1,312         4.76
Interest expense, net                     (281)                  (281)      (1.03)         (244)                  (244)       (0.88)
Other income, net                            3                      3        0.01             5                      5         0.02
                                 ------------- --------- ------------ ------------ ------------ ---------- ----------- -------------
Earnings before income taxes
  and extraordinary item                   903       129        1,032        3.79           460        613       1,073         3.89
Income taxes                               358        50          408        1.50           297        131         428         1.55
                                 ------------- --------- ------------ ------------ ------------ ---------- ----------- -------------
Earnings before extraordinary
  item                                     545        79          624        2.29           163        482         645         2.34
Extraordinary loss on
  extinguishment of debt, net
  of tax benefit of $7                                                                      (23)        23
                                 ------------- --------- ------------ ------------ ------------ ---------- ----------- -------------
Net Earnings                             $ 545      $ 79        $ 624        2.29%        $ 140      $ 505       $ 645         2.34%
                                 ============= ========= ============ ============ ============ ========== =========== =============
</TABLE>


Liquidity and Capital Resources
   Cash provided by operating  activities  during the 39 weeks ended November 2,
2000,  increased  to $1,568,  compared to $999 in the prior year.  The  positive
effects of higher earnings,  increased  inventory turns at distribution  centers
and stronger  accounts payable leverage were the primary drivers of this change.
The Company has  implemented  several  initiatives  designed to enhance  working
capital which include  reducing  inventory  and accounts  receivable  levels and
increasing accounts payable leverage. These improvements are expected to further
reduce the cash requirements of the business.

   The  Company's  financing  activities  during the 39 weeks ended  November 2,
2000,  include the net  reduction of debt of $31 and the payment of dividends of
$237.  Pursuant to the stock buyback  program  approved by Albertson's  Board of
Directors on April 25, 2000, the Company purchased and retired 14,563,000 shares
of its common stock during the 39 weeks ended  November 2, 2000, at a total cost
of $350.



                                     Page 15
<PAGE>


   The Company utilizes its commercial paper and bank line programs primarily to
supplement cash requirements for seasonal fluctuations in working capital and to
fund its capital  expenditure  program.  Accordingly,  commercial paper and bank
line borrowings will fluctuate between reporting periods. The Company had $1,416
of commercial  paper  borrowings  outstanding  at November 2, 2000,  compared to
$1,628 outstanding as of February 3, 2000.

   The Company has two revolving credit  agreements which provide for borrowings
up to $1,900.  These agreements contain certain covenants,  the most restrictive
of which requires the Company to maintain  consolidated  tangible net worth,  as
defined, of at least $2,100. In addition, the Company has uncommitted bank lines
of credit totaling $345. As of November 2, 2000, $25 was  outstanding  under the
bank lines.

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

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

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

   In June 1998, the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards  (SFAS) No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities." This new standard  establishes  accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity  recognize all derivatives as either assets or liabilities in the
statement of financial  position and measure  those  instruments  at fair value.
This  standard,  as amended by SFAS No. 137 and No.  138, is  effective  for the
Company's  2001 fiscal year. The Company has not yet completed its evaluation of
this  standard  or  its  impact  on  the  Company's   accounting  and  reporting
requirements.








                                     Page 16
<PAGE>


Environmental
   The  Company  has  identified   environmental   contamination  sites  related
primarily to underground  petroleum storage tanks and ground water contamination
at various store,  warehouse,  office and manufacturing  facilities  (related to
current  operations as well as previously  disposed of businesses).  The Company
conducts  an ongoing  program for the  inspection  and  evaluation  of new sites
proposed  to be  acquired by the  Company  and the  remediation/  monitoring  of
contamination at existing and previously owned sites. Undiscounted reserves have
been established for each environmental contamination site unless an unfavorable
outcome is remote.  Although the ultimate  outcome and expense of  environmental
remediation is uncertain,  the Company  believes that required  remediation  and
continuing  compliance with  environmental  laws, in excess of current reserves,
will not have a  material  adverse  effect  on the  financial  condition  of the
Company.  Charges  against  earnings  for  environmental  remediation  were  not
material for the 39 weeks ended  November 2, 2000, or the 39 weeks ended October
28, 1999.

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

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

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




                                     Page 17
<PAGE>


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

                           PART II. OTHER INFORMATION

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

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

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

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

Item 3.  Defaults upon Senior Securities
   Not applicable.











                                     Page 18
<PAGE>


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

Item 5.  Other Information
   On  December  7,  2000,  Gary G.  Michael,  chairman  of the  board and chief
executive officer of Albertson's,  Inc. announced his intention to retire at the
time of the Company's next annual meeting, June of 2001.

   Albertson's  Board of  Directors  has  formed a search  committee  to  review
internal and external candidates for Mr. Michael's successor.

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

         Number    Description
         27        Financial data schedule for the 39 weeks ended November 2,
                   2000.


   b.  The following reports on Form 8-K were filed during the quarter ended
       November 2, 2000:

         None


                                    SIGNATURE


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



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



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











                                     Page 19