FORM 10-Q





                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549





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


                                    FORM 10-Q



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


    For 13 Weeks Ended: May 4, 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 June 2, 2000:    423,189,605




                                     Page 1
<PAGE>



                          PART I. FINANCIAL INFORMATION



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

<TABLE>
<CAPTION>

                                                                 13 WEEKS ENDED
                                                     ----------------------------------------
                                                               May 4,             April 29,
                                                                 2000                  1999
                                                     ------------------    ------------------
<S>                                                  <C>                   <C>

Sales                                                           $9,013               $9,215
Cost of sales                                                    6,504                6,712
                                                     ------------------    ------------------
Gross profit                                                     2,509                2,503

Selling, general and administrative expenses                     2,131                2,058
Merger-related expense (income)                                      1                  (28)
                                                     ------------------    ------------------
Operating profit                                                   377                  473

Other (expenses) income:
  Interest, net                                                    (83)                 (82)
  Other, net                                                                              4
                                                     ------------------    ------------------
Earnings before income taxes                                       294                  395
Income taxes                                                       115                  157
                                                     ------------------    ------------------

NET EARNINGS                                                    $  179               $  238
                                                     ==================    ==================

EARNINGS PER SHARE:
  Basic                                                          $0.42                $0.56
  Diluted                                                        $0.42                $0.56

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
  Basic                                                            424                  420
  Diluted                                                          424                  423
</TABLE>


See Notes to Consolidated Financial Statements

                                     Page 2
<PAGE>


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

                                                              May 4, 2000
                                                              (unaudited)             February 3, 2000
                                                 -------------------------    -------------------------
                   ASSETS
<S>                                              <C>                          <C>
CURRENT ASSETS:
  Cash and cash equivalents                                        $    47                      $   231
  Accounts and notes receivable                                        540                          587
  Inventories                                                        3,362                        3,481
  Prepaid expenses                                                     126                          154
  Property held for resale                                              89                          100
  Deferred income taxes                                                 32                           29
                                                 -------------------------    -------------------------
           TOTAL CURRENT ASSETS                                      4,196                        4,582

OTHER ASSETS                                                           607                          631

GOODWILL (net of accumulated amortization
  of $616 and $602, respectively)                                    1,568                        1,582

LAND, BUILDINGS AND EQUIPMENT (net of
  accumulated depreciation and amortization
  of $5,393 and $5,087, respectively)                                9,017                        8,913
                                                 -------------------------    -------------------------
                                                                   $15,388                      $15,708
                                                 =========================    =========================

     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                 $ 2,190                      $ 2,162
  Salaries and related liabilities                                     438                          555
  Taxes other than income taxes                                        165                          172
  Income taxes                                                          56                           82
  Self-insurance                                                       173                          187
  Unearned income                                                      101                          110
  Merger related reserves                                               25                           33
  Other current liabilities                                            143                          115
  Current maturities of long-term debt                                 316                          623
  Current portion of capitalized lease
    obligations                                                         18                           19
                                                 -------------------------    -------------------------
           TOTAL CURRENT LIABILITIES                                 3,625                        4,058

LONG-TERM DEBT                                                       4,837                        4,805

CAPITALIZED LEASE OBLIGATIONS                                          202                          187

SELF-INSURANCE                                                         212                          223

DEFERRED INCOME TAXES                                                  111                           52

OTHER LIABILITIES AND DEFERRED CREDITS                                 621                          681

STOCKHOLDERS' EQUITY:
  Preferred stock - $1 par value; authorized
    - 10 shares; issued - none
  Common stock - $1 par value;  authorized
    - 1,200  shares;  issued -
    423 shares and 424 shares, respectively                            423                          424
  Capital in excess of par value                                       126                          145
  Retained earnings                                                  5,231                        5,133
                                                 -------------------------    -------------------------
                                                                     5,780                        5,702
                                                 -------------------------    -------------------------
                                                                   $15,388                      $15,708
                                                 =========================    =========================
</TABLE>
See Notes to Consolidated Financial Statements


                                     Page 3
<PAGE>


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

                                                                 13 WEEKS ENDED
                                                      -------------------------------------
                                                               May 4,            April 29,
                                                                 2000                 1999
                                                      ----------------    -----------------
<S>                                                   <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings                                                 $ 179                $ 238
   Adjustments to reconcile net earnings to net
     cash provided by operating activities:
       Depreciation and amortization                              228                  212
       Goodwill amortization                                       14                   15
       Noncash merger-related expense (income)                      3                  (28)
       Net loss on asset sales                                      5
       Net deferred income taxes                                   57                   33
       Increase in cash surrender value of
         Company-owned  life  insurance                                                 (4)
       Changes  in  operating  assets and
         liabilities:
          Receivables and prepaid expenses                         65                   18
          Inventories                                             119                   60
          Accounts payable                                         28                  (78)
          Other current liabilities                              (134)                  51
          Self-insurance                                          (25)                 (21)
          Unearned income                                         (16)                  (8)
          Other long-term liabilities                             (54)                 (65)
                                                      ----------------    -----------------
       Net cash provided by operating activities                  469                  423

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net capital expenditures                                      (301)                (374)
   Decrease in other assets                                        24                    1
                                                      ----------------    -----------------
       Net cash used in investing activities                     (277)                (373)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on long-term borrowings                              (103)                (180)
   Net commercial paper and bank line activity                   (176)                 189
   Proceeds from stock options exercised                            2                    7
   Cash dividends paid                                            (76)                 (66)
   Stock purchased and retired                                    (23)
                                                      ----------------    -----------------

       Net cash used in financing activities                     (376)                 (50)
                                                      ----------------    -----------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                        (184)

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $  47                $ 116
                                                      ================    =================

</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.  The
pooling-of-interests  method of  accounting  is  intended to present as a single
interest,  two or more  common  stockholders'  interests  that  were  previously
independent;  accordingly, the April 29, 1999, consolidated financial statements
restate the historical  financial  statements as though the companies had always
been  combined.  The  restated  financial  statements  are  adjusted  to conform
accounting policies and financial statement presentations.

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.


                                     Page 5
<PAGE>



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

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  quarter  ended  May  4,  2000,  include  $57 of
merger-related  costs ($35 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                 3                    4
Write-down of assets to net
   realizable value                                                                          9                    9
Integration and other costs                                                                 44                   44
                                        ------------------- ------------------ ------------------ -------------------
    Total costs                                                            1                56                   57

Cash expenditures                                      (9)                                 (56)                 (65)
                                        ------------------- ------------------ ------------------ -------------------
Merger-related accruals at May 4, 2000               $ 17                 $4              $  4                 $ 25
                                        =================== ================== ================== ===================
</TABLE>

   Severance  costs consist of obligations  to employees who were  terminated or
were  notified of  termination  under a plan  authorized  by senior  management.
Approximately  670 employees will be severed as a result of the Merger, of which
567 were terminated as of May 4, 2000.

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

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

One-Time Charge
   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.


                                     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 May 4, 2000,  no amounts were  outstanding
under these agreements.

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

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


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

<TABLE>
<CAPTION>
                                                13 Weeks Ended              13 Weeks Ended
                                                   May 4, 2000              April 29, 1999
                                       ------------------------    ------------------------
<S>                                    <C>                         <C>
   Cash payments for:
     Income taxes                                         $ 76                        $ 75
     Interest, net of amounts
       capitalized                                          57                          59
   Noncash transactions:
     Capitalized leases incurred                            19                           2
     Tax benefits related to stock
       options                                                                           1

</TABLE>


                                     Page 7
<PAGE>



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

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

<TABLE>
<CAPTION>
                                         Percent to Sales                  Percentage
                                          13 weeks ended                    Increase
                                      5-4-00          4-29-99              (Decrease)
                               ---------------- -----------------     ------------------
<S>                            <C>                                    <C>
   Sales                              100.00%          100.00%                 (2.2%)
   Gross profit                        27.84            27.16                   0.3
   Selling, general and
     administrative expenses           23.65            22.33                   3.6
   Merger-related expense
     (income)                           0.02            (0.31)                 n.m.
   Operating profit                     4.17             5.14                 (20.5)
   Interest expense, net                0.92             0.89                   1.4
   Earnings before
     income taxes                       3.26             4.29                 (25.8)
   Net earnings                         1.98             2.59                 (25.1)

   n.m. - not meaningful
</TABLE>

   Sales for the  quarter  ended May 4,  2000,  increased  by 4.2% over the same
quarter of the prior year,  excluding sales from stores required to be divested.
Identical  store sales increase 0.5% and comparable  store sales,  which include
replacement   stores,   increased   0.8%.   Increases  in  sales  are  primarily
attributable  to the  continued  development  of new  stores and  identical  and
comparable  store sales  increases.  During the  quarter  the Company  opened 15
combination  food  and  drug  stores,  1  warehouse  store  and  6  stand  alone
drugstores,  while  closing 11  supermarkets  and 2  drugstores.  The new stores
include 6 stores that were  acquired in two  separate  transactions.  Net retail
square footage decreased by 1.8% from the prior year. This decrease includes the
impact  of the 6.1  million  square  feet,  or 6.2%,  lost  due to the  required
divested  stores.  Management  estimates  that there was  overall  inflation  in
products the Company sells of approximately 0.3% (annualized).

   In addition to store  development,  the Company has  increased  sales through
implementation  of best  practices  across the  Company  and its  investment  in
programs  initiated in recent  years which are designed to provide  solutions to
customer needs.  These programs include the Front End Manager program;  the home
meal  solutions  process  called  "Quick  Fixin'  Ideas;"  special   destination
categories;  and  increased  emphasis on training  programs  utilizing  Computer
Guided Training.  To provide additional solutions to customer needs, the Company
has added new  gourmet-quality  bakery  products and organic grocery and produce
items. Other solutions include neighborhood marketing,  targeted advertising and
exciting new and remodeled stores.


                                     Page 8
<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.  Gross  profit  improvements  were also
realized  through  the  continued  utilization  of  Company-owned   distribution
facilities and increased  buying  efficiencies.  The pre-tax LIFO charge reduced
gross  profit  by $6 (0.07% to sales)  for the 13 weeks  ended May 4,  2000,  as
compared to $9 (0.10% to sales) for the 13 weeks ended April 29, 1999. The lower
LIFO charge is partially  driven by the decrease in inventory during the quarter
due to the Company's focus on inventory reduction.

   Selling,  general  and  administrative  expenses,  as  a  percent  to  sales,
increased due to 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 depreciation expense as a result of the
Company's expansion program.

   Net  interest  expense  for the 13 weeks  ended  May 4, 2000, included  a $16
interest expense reversal due to a favorable income tax settlement. The increase
in net interest expense, as adjusted by the interest expense  reversal, resulted
from higher average  outstanding  debt during the 13 weeks ended May 4, 2000, as
compared to the 13 weeks ended April 29, 1999.

Merger-Related and Exit Costs
   Results of  operations  for the 13 weeks  ended May 4, 2000,  include  $57 of
merger related and exit costs ($35 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                                           $ 1           $ 3           $ 4
Write-down of assets to net realizable value                              9             9
Integration and other costs                                              44            44
                                                 ------------- ------------- -------------
  Total costs                                             $ 1           $56           $57
                                                 ============= ============= =============
</TABLE>

   Severance  costs consist of obligations  to employees who were  terminated or
were  notified of  termination  under a plan  authorized  by senior  management.
Approximately  670 employees will be severed as a result of the Merger, of which
567 were terminated as of May 4, 2000.

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

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


                                     Page 9
<PAGE>


   The Company  expects to incur  additional  after-tax  merger related and exit
costs of approximately  $122 over the next two years which consist  primarily of
expected  integration  costs  and  costs  associated  with  other  consolidation
activities for which plans have not yet been finalized.

   Due to the  significance  of the  merger-related  costs  and  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>
                        ----------------------------------------------------- -----------------------------------------------------
                                     13 Weeks Ended May 4, 2000                          13 Weeks Ended April 29, 1999
                        ----------------------------------------------------- -----------------------------------------------------
                                  As                        W/O      Percent           As                      W/O         Percent
                            Reported      One-Time     One-Time     To Sales     Reported     One-Time    One-Time        To Sales
                        ------------- ------------- ------------ ------------ ------------ ------------ ----------- ---------------
<S>                     <C>           <C>           <C>          <C>          <C>          <C>          <C>         <C>

Sales                         $9,013                     $9,013       100.00%      $9,215                   $9,215          100.00%
Cost of sales                  6,504          $(22)       6,482        71.92        6,712                    6,712           72.84
                        ------------- ------------- ------------ ------------ ------------ ------------ ------------- -------------
Gross profit                   2,509            22        2,531        28.08        2,503                    2,503           27.16
Selling, general and
  administrative
  expense                      2,131           (54)       2,077        23.05        2,058         $ (4)      2,054           22.29
Merger-related
  expense (income)                 1            (1)                                   (28)          28
                        ------------- ------------- ------------ ------------ ------------ ------------ ------------- -------------
Operating profit                 377            77          454         5.03          473          (24)        449            4.87
Interest expense,
  net                            (83)                       (83)       (0.92)         (82)                     (82)          (0.89)
Other income, net                                                                       4                        4            0.05
                        ------------- ------------- ------------ ------------ ------------ ------------ ------------- -------------
Earnings before
  income taxes                   294            77          371         4.12          395          (24)        371            4.03
Income taxes                     115            30          145         1.61          157          (10)        147            1.60
                        ------------- ------------- ------------ ------------ ------------ ------------ ------------- -------------
Net Earnings                    $179          $ 47        $ 226         2.50%        $238         $(14)       $224            2.43%
                        ============= ============= ============ ============ ============ ============ ============= =============
</TABLE>


Liquidity and Capital Resources
   Cash  provided  by  operating  activities  during  the first  quarter of 2000
increased to $469,  compared to $423 in the prior year. The positive  effects of
lower  inventories and higher accounts payable leverage offset by lower earnings
due to the merger-related and one-time expenses 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
reduce the cash requirements of the business.

   The  Company's  financing  activities  during the quarter  ended May 4, 2000,
include the net  reduction  of debt of $279 and the payment of dividends of $76.
Pursuant to the stock buyback program approved by Albertson's Board of Directors
on April 25,  2000,  the Company  purchased  and retired  697,000  shares of its
common stock during the first quarter at a total cost of $23.

   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 $1,453
of commercial  paper borrowings  outstanding at May 4, 2000,  compared to $1,278
outstanding as of April 29, 1999.

                                    Page 10
<PAGE>


   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 May 4, 2000, no amounts were  outstanding  under
the credit facilities or bank lines.

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

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

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

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 13 weeks  ended  May 4, 2000, or the 13 weeks  ended  April 29,
1999.

Cautionary Statement for Purposes of "Safe Harbor Provisions"
of the Private Securities Litigation Reform Act of 1995
   From time to time, information provided by the Company,  including written or
oral  statements  made  by  its  representatives,  may  contain  forward-looking
information as defined in the Private Securities  Litigation Reform Act of 1995.

                                    Page 11
<PAGE>


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.

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

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

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


                                    Page 12
<PAGE>


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.

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

           Number     Description
           -------    -----------
           27         Financial data schedule for the 13 weeks ended May 4, 2000

   b.  The following reports on Form 8-K were filed during the quarter ended
       May 4, 2000:

           Current  Report  on Form 8-K  dated  March  3,  2000,  regarding  the
           Company's  14 week fourth  quarter  and 53 week annual  sales for the
           period ended February 3, 2000.

           Current  Report  on Form 8-K  dated  April 27,  2000, announcing  the
           Company's stock purchase program.


                               SIGNATURE


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



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



Date:    June 9, 2000                   /S/ A. Craig Olson
       ---------------------           ---------------------------------
                                        A. Craig Olson
                                        Executive Vice President
                                        and Chief Financial Officer



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