SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K
                  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

   For the fiscal year ended February 03, 2000 Commission file number 1-6187

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

         Delaware                                          82-0184434
-------------------------                     --------------------------------
 (State of Incorporation)                     (Employer Identification Number)

            250 Parkcenter Boulevard, P.O. Box 20, Boise, Idaho 83726
                                 (208) 395-6200


          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                      Name of each exchange
              Title of each class                      on which registered
   ------------------------------------------        -----------------------
   Common Stock, $1.00 par value, 423,723,783        New York Stock Exchange
     shares outstanding on March 24, 2000            Pacific Stock Exchange


        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE


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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (17 CFR section 405) is not contained herein,  and will not be
contained,  to the  best of  Registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. (x)

The  aggregate  market  value of the voting stock held by  nonaffiliates  of the
Registrant, computed by reference to the price at which the stock was sold as of
the close of business on March 24, 2000: $11,290,033,098.


                       Documents Incorporated by Reference

Listed  hereunder are the documents,  any portions of which are  incorporated by
reference,  and the  Parts of this  Form  10-K  into  which  such  portions  are
incorporated:

1.       The  Registrant's  Annual  Report to  Stockholders  for the fiscal year
         ended  February  03,  2000,  portions  of  which  are  incorporated  by
         reference into Part I, Part II and Part IV of this Form 10-K; and

2.       The Registrant's  definitive proxy statement for use in connection with
         the Annual  Meeting of  Stockholders  to be held on June 15,  2000,(the
         "Proxy  Statement") to be filed within 120 days after the  Registrant's
         fiscal year ended February 03, 2000, portions of which are incorporated
         by reference into Part III of this Form 10-K.

                                     Page 1


<PAGE>


<TABLE>
                                ALBERTSON'S, INC.
                                    FORM 10-K
                                TABLE OF CONTENTS

<CAPTION>
Item                                                                        Page



                                     PART I
<S>        <C>                                                               <C>
           Cautionary Statement                                                3

 1.        Business                                                            3

 2.        Properties                                                          5

 3.        Legal Proceedings                                                   8

 4.        Submission of Matters to a Vote of Security Holders                 8



                                     PART II

 5.        Market for the  Registrant's  Common  Equity                        9
           and  Related Stockholder Matters

 6.        Selected Financial Data                                             9

 7.        Management's Discussion and Analysis of Financial                   9
           Condition and Results of Operations

 7A.       Quantitative and Qualitative Disclosures about                      9
           Market Risk


 8.        Financial Statements and Supplementary Data                         9

 9.        Changes in and Disagreements with Accountants on                    9
           Accounting and Financial Disclosure




                                    PART III

10.        Directors and Executive Officers of the Registrant                 10

11.        Executive Compensation                                             12

12.        Security Ownership of Certain Beneficial Owners and Management     12


13.        Certain Relationships and Related Transactions                     12



                                     PART IV

14.        Exhibits, Financial Statement Schedules and Reports on Form 8-K    13
</TABLE>

                                     Page 2

<PAGE>


                                     PART I


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 American Stores Company.

     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.


Item 1.  Business


     The Registrant,  Albertson's,  Inc.  ("Albertson's"  or the "Company"),  is
incorporated  under the laws of the State of Delaware and is the  successor to a
business founded by J. A. Albertson in 1939.

     On August 2, 1998,  Albertson's and American Stores Company ("ASC") entered
into a definitive  merger  agreement  whereby  Albertson's  would acquire ASC by
exchanging 0.63 share of Albertson's  common stock for each share of outstanding
ASC  common  stock,  with cash  being  paid in lieu of  fractional  shares  (the
"Merger")  and ASC would become a wholly owned  subsidiary of  Albertson's.  The
Merger was approved by the  stockholders  of Albertson's and ASC on November 12,
1998.

     The  Merger  was  consummated  on June  23,  1999,  with  the  issuance  of
approximately  177  million  shares of  Albertson's  common  stock.  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 consolidated  financial  statements of Albertson's restate the
historical  financial  statements  as  though  the  companies  had  always  been
combined. The restated consolidated financial statements are adjusted to conform
accounting policies and financial statement presentations.


                                     Page 3

<PAGE>



     In connection with the Merger, the Company entered into agreements with the
Attorneys  General of  California,  Nevada and New Mexico and the Federal  Trade
Commission  to  enable  the  Merger  to  proceed  under  applicable   antitrust,
competition  and trade  regulation  law. The agreements  required the Company to
divest a total of 117 stores in California,  19 stores in Nevada and 9 stores in
New  Mexico.  Of the  stores  required  to be  divested,  40 were ASC  locations
operated  primarily  under  the  Lucky  name,  and 105 were  Albertson's  stores
operated primarily under the Albertson's name. In addition, the Company divested
four  supermarket  real estate sites as required by the agreements.  The Company
divested 144 of the required 145 stores as of February 3, 2000.

     The Company is one of the  largest  retail  food-drug  chains in the United
States.  As of  February  3,  2000,  the  Company  operated  2,492  stores in 37
Northeastern,  Western,  Midwestern and Southern states. These stores consist of
1,326   combination   food-drug  stores,   802  stand-alone  drug  stores,   335
conventional  supermarkets,  28 warehouse stores and one e-commerce retail site.
Retail operations are supported by 21 major Company  distribution  centers.  The
Company's  distribution  centers  provide  product  exclusively to the Company's
retail stores.

     The  Company's   combination   food-drug  stores  are  super  grocery/super
drugstores  under one roof and range in size from 35,000 to 82,000  square feet.
Most of these  stores  offer  prescription  drugs  and an  expanded  section  of
cosmetics and general  merchandise in addition to specialty  departments such as
service seafood and meat, bakery, lobby/video, service delicatessen,  liquor and
floral.  Many also  offer meal  centers,  party  supply  centers,  coffee  bars,
in-store  banks,  photo  processing and,  destination  categories for beverages,
snacks,  pet care  products,  paper  products  and baby  care  merchandise.  All
shopping areas are served by a common set of checkstands.

     The Company's  stand-alone  drugstores are  free-standing  store sites that
average  18,300  square  feet.  These  stores  offer  convenient   shopping  and
prescription pickup as well as a wide assortment of general merchandise,  health
and  beauty  care,  over-the-counter   medication,   greeting  cards  and  photo
processing.  The Company's new drugstores  are typically  located on corners and
many offer a drive-thru pharmacy.

     The Company's conventional  supermarkets range in size from 8,000 to 35,000
square feet.  These stores offer a full  selection in the basic  departments  of
grocery,  meat, produce,  dairy and limited general merchandise.  Many locations
have a pharmacy, in-store bakery and service delicatessen.

     The Company's  warehouse stores are operated primarily under the names "Max
Food and Drug" and "Super  Saver."  These  no-frills  stores  range in size from
17,000 to 73,000 square feet and offer significant savings with special emphasis
on discounted meat and produce.

     The Company's  e-commerce retail site located in Bellevue,  Washington,  is
the Company's first location which combines a gourmet store (17,000 square feet)
with a fulfillment  center (14,000  square feet).  Employees fill online orders,
which can then be delivered  to, or picked up by, the  customer.  Albertsons.com
accepts  on-line  orders to be filled either by the Bellevue site or through the
fulfillment center in Fort Worth, Texas.

     Sav-ondrugs.com,  was  piloted in October  1999,  for  online  orders  from
customers in the Las Vegas,  Nevada and Kansas City, Missouri areas. It offers a
full range of basic  sundry  items,  prescription  refills and  consumer  health
information.


                                     Page 4

<PAGE>



     All of the  Company's  stores  carry a broad range of  national  brands and
offer private label brand products in many merchandise categories. The Company's
stores provide consumer information such as: nutritional signing in the meat and
produce  departments,  freshness code dating, unit pricing,  meal ideas and food
information  pamphlets.  The Company also offers a choice of recyclable paper or
plastic bags and collection bins for plastic bag recycling.

     As of  February  3, 2000,  the Company  operated  76 fuel  centers,  in six
states,  which are located near existing stores.  These centers feature three to
six fuel pumps and a small building,  ranging in size from a pay-only kiosk to a
small  convenience  store,  featuring such items as candy, soft drinks and snack
foods.

     The Company's  operations are within a single operating segment, the retail
sale of food and drug merchandise.  The Company's stores operate primarily under
the names of  Albertson's,  Acme Markets,  Jewel Food Stores,  Seessel's,  Super
Saver, Max, Osco Drug and Sav-On.

     The  Company's  business  is  highly  competitive.   Competition  is  based
primarily on price, product quality and variety,  service and location. There is
direct competition from many local,  regional and national  supermarket  chains,
supercenters,  club  stores,  specialty  retailers  such as pet  centers and toy
stores and large-scale drug and pharmaceutical retailers. Increasing competition
also exists from convenience stores,  prepared food retailers,  liquor and video
stores, film developing outlets and Internet and mail-order retailers.

     The Company is subject to effects of  seasonality.  Sales are higher in the
Company's  fourth  quarter than other quarters due to the holiday season and the
increase in cold and flu occurrences.

     The Company has been able to efficiently supply its stores with merchandise
through  its   distribution   centers,   outside   suppliers  or  directly  from
manufacturers  in an effort to obtain  merchandise at the lowest  possible cost.
The Company believes that it is not dependent on any one supplier, and considers
its relations with its suppliers to be satisfactory. The Company services all of
its retail stores from Company distribution centers.

     As of February 3, 2000, the Company employed  approximately 235,000 people,
many of whom are  covered  by  collective  bargaining  agreements.  The  Company
considers its present relations with employees to be good.

Item 2.  Properties

     The Company has actively pursued an expansion  program of adding new retail
stores,  enlarging and remodeling  existing stores and replacing smaller stores.
During the past ten years,  the Company has built or acquired  1,247  stores and
approximately 89% of the Company's current retail square footage has been opened
or remodeled during this period.  The Company  continues to follow the policy of
closing stores that are obsolete or lack satisfactory profit potential.

     Albertson's stores are located in 37 Northeastern,  Western, Midwestern and
Southern  areas of the  United  States.  The  table on the  following  page is a
summary of the stores by state and classification as of February 3, 2000:


                                     Page 5

<PAGE>


<TABLE>
<CAPTION>
                               Combination         Conventional        Warehouse        Stand-Alone        E-Commerce
                                 Food-Drug               Stores           Stores        Drug Stores             Store       TOTAL
------------------------ ------------------ -------------------- ---------------- ------------------ ----------------- -----------
<S>                              <C>                   <C>              <C>               <C>                   <C>     <C>
Arizona                                 45                                                       79                           124
Arkansas                                 2                                                        1                             3
California                             289                  176               15                287                           767
Colorado                                44                                     7                                               51
Delaware                                 8                    7                                                                15
Florida                                107                                                                                    107
Georgia                                  1                                                                                      1
Idaho                                   30                    7                                   1                            38
Illinois                               155                   17                                  93                           265
Indiana                                  6                                                       50                            56
Iowa                                     4                                                       33                            37
Kansas                                   5                                                       28                            33
Louisiana                               25                                                                                     25
Maine                                                                                             1                             1
Maryland                                 2                    9                                                                11
Massachusetts                                                                                    59                            59
Michigan                                                                                          1                             1
Minnesota                                                                                         1                             1
Mississippi                              6                    1                                                                 7
Missouri                                10                                                       35                            45
Montana                                 17                   16                                  10                            43
Nebraska                                11                                                       14                            25
Nevada                                  35                    5                                  42                            82
New Hampshire                                                                                    20                            20
New Jersey                              29                   40                                                                69
New Mexico                              22                    1                1                  4                            28
North Dakota                             2                                                        6                             8
Oklahoma                                28                                                                                     28
Oregon                                  41                   10                                                                51
Pennsylvania                            38                   28                                                                66
South Dakota                             1                                                        3                             4
Tennessee                               23                    1                                                                24
Texas                                  207                                     5                                              212
Utah                                    42                    3                                                                45
Washington                              69                   12                                                     1          82
Wisconsin                               12                                                       34                            46
Wyoming                                 10                    2                                                                12
                         ------------------ -------------------- ---------------- ------------------ ----------------- -----------
   Total                             1,326                  335               28                802                 1       2,492
                         ================== ==================== ================ ================== ================= ===========
Retail Square
Footage by Store
Type (000's)                        70,819                8,926            1,270             14,702                31      95,748
                         ================== ==================== ================ ================== ================= ===========
</TABLE>


     The Company has  expanded and improved  its  distribution  facilities  when
opportunities  exist to improve  service to the retail  stores and  generate  an
adequate return on investment.  During 1999 approximately 75% of the merchandise
purchased  for  resale in  Company  retail  stores  was  received  from  Company
distribution centers.

     Albertson's  distribution  system  consists  of 21  major  Company  centers
located  strategically  throughout the Company's operating markets. The table on
the following page is a summary of the Company's  distribution  facilities as of
February 3, 2000:

                                     Page 6


<PAGE>





<TABLE>

Major Distribution Facilities
<CAPTION>
                             Frozen                Meat % Ice Cream   Health     High Volume General Pharmaceuticals   Square
                     Grocery   Food Liquor Produce   Deli     Plant & Beauty Health & Beauty  Merch.                  Footage
                     ------- ------ ------ ------- ------ --------- -------- --------------- ------- --------------- ---------
   <S>               <C>     <C>    <C>    <C>     <C>    <C>       <C>      <C>             <C>     <C>            <C>
   Lancaster, PA       X                      X       X                                                              1,366,000
   Melrose Park, IL    X        X             X       X                                                              1,188,000
   La Habra, CA                                                         X                       X           X        1,184,000
   Fort Worth, TX      X        X             X       X                                                              1,100,000
   Brea, CA            X        X     X       X       X                                                              1,059,000
   Buena Park, CA      X        X                     X                                                              1,010,000
   Irvine, CA          X                      X                                                                        996,000
   Plant City, FL      X        X     X       X       X                              X                                 979,000
   Elk Grove, IL                                                        X                       X           X          933,000
   Vacaville, CA       X                                                                                               854,000
   Portland, OR        X        X             X       X                                                                790,000
   Tulsa, OK           X        X             X       X                                                                748,000
   Houston, TX         X        X             X       X                                                                747,000
   Phoenix, AZ         X        X     X       X       X                              X                                 687,000
   Salt Lake City, UT  X        X             X       X                                                                680,000
   San Leandro, CA              X             X       X                                                                453,000
   Ponca City, OK                                                       X                       X           X          422,000
   Sacramento, CA      X        X     X       X       X                                                                421,000
   Denver, CO          X        X             X       X                                                                372,000
   Boise, ID                                                            X                       X                      238,000
   Lancaster, PA                                                        X                       X                      231,000
   (non-food)


   Other Distribution Facilities
   Las Vegas, NV                      X                                                                                 30,000
   Phoenix, AZ                        X                                                                                 25,000
   Indianapolis, IN                   X                                                                                 22,000
   Boise, ID                                                   X                                                        11,000

                                                                                                                    ----------
   TOTAL SQUARE FOOTAGE -
     All Distribution Facilities                                                                                    16,546,000
                                                                                                                    ==========
</TABLE>




                                     Page 7


<PAGE>



     The  Company   currently   finances  most  retail  store  and  distribution
facilities  internally,  thus  retaining  ownership  of  most  of its  land  and
buildings.  The  Company's  future  expansion  plans are expected to be financed
primarily from cash provided by operating  activities.  The Company has and will
continue to finance a portion of its new stores through lease  transactions when
it does not have the opportunity to own the property.

     As of February 3, 2000, the Company held title to the land and buildings of
39% of the Company's stores and held title to the buildings on leased land of an
additional 7% of the Company's stores.  The Company also holds title to the land
and buildings of most of its administrative offices and distribution facilities.

Item 3.  Legal Proceedings

     The  information  required  under this item is  included  under the caption
"Legal  Proceedings"  on  page  50  of  the  Company's  1999  Annual  Report  to
Stockholders. This information is incorporated herein by this reference thereto.


Item 4.  Submission of Matters to a Vote of Security Holders

     No matters  were  submitted  during the fourth  quarter of fiscal 1999 to a
vote of security holders through the solicitation of proxies or otherwise.


                                     Page 8


<PAGE>


                                     PART II


Item 5.  Market for the Registrant's Common Equity and Related
Stockholder Matters

     The principal markets in which the Company's common stock is traded and the
related  security holder matters are set forth under the caption  "Company Stock
Information"  on page 60 of the Company's  1999 Annual  Report to  Stockholders.
This information is incorporated  herein by this reference  thereto.  The market
value of the  Company's  common stock at the close of trading on March 24, 2000,
was $28.6875 per share. There were approximately  32,000  stockholders of record
on March 24, 2000.


Item 6.  Selected Financial Data

     Selected  financial  data of the Company for the fiscal  years 1995 through
1999 is included  under the  caption  "Five-Year  Summary of Selected  Financial
Data" on page 54 of the  Company's  1999  Annual  Report to  Stockholders.  This
information is incorporated herein by this reference thereto.


Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

     The  information  required under this item is included on pages 21 to 28 of
the  Company's  1999  Annual  Report  to   Stockholders.   This  information  is
incorporated herein by this reference thereto.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

     The  information  required  under this item is  included  under the caption
"Quantitative  and Qualitative  Disclosures about Market Risk" on page 27 of the
Company's 1999 Annual Report to  Stockholders.  This information is incorporated
herein by this reference thereto.


Item 8.  Financial Statements and Supplementary Data

     The Company's  consolidated financial statements and related notes thereto,
together with the Independent Auditors' Reports and selected quarterly financial
data of the Company are presented on pages 29 to 53 and page 55 of the Company's
1999 Annual Report to Stockholders and are incorporated herein by this reference
thereto.


Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

     None.





                                     Page 9

<PAGE>


                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

Directors

     The  information  regarding  directors  and nominees  for  directors of the
Company is presented under the heading  "Election of Directors" in the Company's
definitive proxy statement for use in connection with the 2000 Annual Meeting of
Stockholders  (the  "Proxy  Statement")  to be filed  within  120 days after the
Company's fiscal year ended February 3, 2000, and is incorporated herein by this
reference thereto.

<TABLE>

Executive and Reporting Officers
<CAPTION>
                     Age                                    Date First Appointed
                   as of                                      as an Executive or
Name             3/24/00  Position                             Reporting Officer
----            --------  ---------                         --------------------

<S>             <C>       <C>                                           <C>

Gary G. Michael      59   Chairman of the Board and Chief Executive     12/02/74
                          Officer

Peter L. Lynch       48   President and Chief Operating Officer         06/23/99

Michael F. Reuling   53   Vice Chairman of the Company                  12/30/79

Thomas E. Brother    58   Executive Vice President, Distribution        07/30/89

Robert C. Butler     51   Executive Vice President, Operations          03/21/00

Romeo R. Cefalo      50   Executive Vice President, Operations          03/21/00

Wayne A. Denningham  38   Executive Vice President, Merchandising       03/21/00

Craig R. Herkert     40   Executive Vice President, Marketing           03/21/00

A. Craig Olson       48   Executive Vice President and Chief            12/22/86
                          Financial Officer

Carl W. Pennington   62   Executive Vice President, Marketing           08/02/87

Thomas R. Saldin     53   Executive Vice President and General Counsel  12/26/83

Patrick S. Steele    50   Executive Vice President, Information         06/10/90
                          Systems and Technology

Steven D. Young      51   Executive Vice President, Human Resources     12/02/91

Richard J. Navarro   47   Senior Vice President and Controller          12/22/86
</TABLE>




     Gary G.  Michael has served as  Chairman  of the Board and Chief  Executive
Officer since 1991.

     Peter L. Lynch became  President and Chief  Operating  Officer on March 21,
2000. Previously he served as Executive Vice President, Operations from June 23,
1999;  Executive  Vice  President  and General  Manager of the Acme  Division of
American Stores Company from 1998;  Senior Vice President,  Store  Operations of
the Jewel-Osco  Division of American  Stores  Company from December  1995;  Vice
President,  Delta of American  Stores  Company from April 1995;  and Senior Vice
President and General Manager of Star Market from 1994.


                                     Page 10

<PAGE>


     Michael F.  Reuling  became Vice  Chairman of the Company on June 23, 1999.
Previously he served as Executive Vice President,  Development from January 1999
and as Executive Vice President, Store Development since 1986.

     Thomas E. Brother was promoted to Executive Vice President, Distribution on
January 29, 1999.  Previously he served as Senior Vice  President,  Distribution
from 1991.

     Robert C. Butler was promoted to Executive  Vice  President,  Operations on
March 21, 2000.  Previously  he served as Senior Vice  President,  Merchandising
from June 23, 1999; Vice President,  Southern California Division from 1996; and
Vice President, Rocky Mountain Division from 1994.

     Romeo R. Cefalo was promoted to Executive  Vice  President,  Operations  on
March 21, 2000.  Previously he served as President,  Southern  California Region
from June 23, 1999;  Executive Vice  President and General  Manager of the Lucky
South Division of American  Stores Company from 1997;  Senior Vice President and
General  Manager of the same  division  from 1995;  and Senior  Vice  President,
Operations of the Acme Division of American Stores Company from 1992.

     Wayne A. Denningham was promoted to Executive Vice President, Merchandising
on March 21, 2000. Previously he served as President,  Intermountain Region from
June 23, 1999; Vice President, Florida Division from 1998; Vice President, Rocky
Mountain  Division from 1997;  Division  Manager of the same division from 1996;
and District Sales Manager of the Southwest Division from 1993.

     Craig R.  Herkert was promoted to Executive  Vice  President,  Marketing on
March 21, 2000.  Previously  he served as  President of the Eastern  Region from
June 23, 1999;  Senior Vice  President of the Acme  Division of American  Stores
Company in a portion of 1998;  Senior Vice President Fresh  Food/Procurement  of
American  Stores  Company  in  a  portion  of  1998;  Vice  President,   Grocery
Procurement of American  Stores  Procurement and Logistics Group from 1996; Vice
President, Meat and Farmstand Merchandising of the Jewel Food Stores Division of
American  Stores  Company  from  1995;  and  Merchandise  Manager,   Frozen  and
Refrigerated Foods of the same division from 1994.

     A. Craig Olson was promoted to Executive Vice President and Chief Financial
Officer on January 29,  1999.  Previously  he served as Senior  Vice  President,
Finance and Chief Financial Officer from 1991.

     Carl W. Pennington was promoted to Executive Vice  President,  Marketing on
January 29, 1999.  Previously he served as Executive Vice  President,  Corporate
Merchandising from 1996; and Senior Vice President, Corporate Merchandising from
1994.

     Thomas R.  Saldin was  promoted to  Executive  Vice  President  and General
Counsel on January 29, 1999.  Previously he served as Executive Vice  President,
Administration and General Counsel from 1991.

     Patrick S. Steele was promoted to  Executive  Vice  President,  Information
Systems and Technology on January 29, 1999.  Previously he served as Senior Vice
President, Information Systems and Technology from 1993.

     Steven D. Young was promoted to Executive Vice  President,  Human Resources
on January  29,  1999.  Previously  he served as Senior  Vice  President,  Human
Resources from 1993.

     Richard J. Navarro was  promoted to Senior Vice President and Controller on
January 29, 1999.  Previously  he served as Group  Vice President and Controller
from 1993.



                                     Page 11

<PAGE>


Item 11.  Executive Compensation

     Information  concerning  executive  compensation  is  presented  under  the
headings  "Summary  Compensation  Table,"  "Option  Grants in Last Fiscal Year,"
"Aggregated  Option  Exercises  in Last Fiscal Year and Fiscal  Year-End  Option
Values," and "Retirement  Benefits" in the Proxy Statement.  This information is
incorporated herein by this reference thereto.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

     Information with respect to security ownership of certain beneficial owners
and management is set forth under the heading  "Voting  Securities and Principal
Holders Thereof" in the Proxy Statement. This information is incorporated herein
by this reference thereto.


Item 13.  Certain Relationships and Related Transactions

     Information  concerning related transactions is presented under the heading
"Certain Transactions" in the Proxy Statement.  This information is incorporated
herein by this reference thereto.




                                     Page 12

<PAGE>


                                     PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K


(a)1             Financial Statements:

                    The  Independent   Auditors'  Reports,   together  with  the
                 Consolidated   Financial   Statements  and  the  related  notes
                 thereto,  are listed below and are incorporated  herein by this
                 reference  thereto from pages 29 to 53 of the Company's  Annual
                 Report to Stockholders for the year ended February 3, 2000:

                     Consolidated  Earnings  -- years  ended  February  3, 2000;
                         January 28, 1999; January 29, 1998.

                     Consolidated Balance Sheets  --  February 3, 2000;  January
                         28, 1999.

                     Consolidated  Cash Flows -- years  ended  February 3, 2000;
                         January 28, 1999; January 29, 1998.

                     Consolidated  Stockholders'  Equity -- years ended February
                         3, 2000; January 28, 1999; January 29, 1998.

                     Notes to Consolidated Financial Statements.

                     Independent Auditors' Reports.


                 Quarterly Financial Data:

                    Quarterly  Financial  Data for the years  ended  February 3,
                 2000,  and  January  28,  1999,  is set forth on page 55 of the
                 Annual Report to  Stockholders  for the year ended  February 3,
                 2000, and is incorporated herein by this reference thereto.

(a)2             Schedules:

                    All schedules  are omitted  because they are not required or
                 because   the   required   information   is   included  in  the
                 consolidated financial statements or notes thereto.

(a)3             Exhibits:

                    A list of the exhibits  required to be filed as part of this
                 report is set forth in the Index to Exhibits on page 16 hereof.

(b)              The following reports on Form 8-K were filed:

                    There were no reports on Form 8-K filed  during the fourteen
                 week quarter ended February 3, 2000.


     For the purposes of complying  with the  amendments to the rules  governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the Company
hereby  undertakes  as  follows,  which  undertaking  shall be  incorporated  by
reference into the Company's  Registration  Statements on Form S-8 Nos. 2-80776,
33-2139, 33-7901, 33-15062, 33-43635, 33-62799, 33-59803,  333-82157,  333-82161
and 333-87773.



                                     Page 13

<PAGE>


     Insofar as indemnification for liabilities arising under the Securities Act
of 1933  (the Act) may be  permitted  to  directors,  officers  and  controlling
persons of the Company,  the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  in  the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                   Signatures

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, Albertson's, Inc. has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                                               ALBERTSON'S, INC.


                                                         By  /s/ GARY G. MICHAEL
                                                       -------------------------
                                                                 Gary G. Michael
                                                      (Chairman of the Board and
                                                        Chief Executive Officer)



                                     Page 14


<PAGE>


Date:  April 25, 2000

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities indicated as of April 25, 2000.


<TABLE>
<S>                                            <C>
           GARY G. MICHAEL                              A. CRAIG OLSON
 ---------------------------------             ---------------------------------
           Gary G. Michael                              A. Craig Olson
      (Chairman of the Board and                     (Executive Vice President
      Chief Executive Officer and                   and Chief Financial Officer)
                Director)


         RICHARD J. NAVARRO                              A. GARY AMES
 ---------------------------------             ---------------------------------
         Richard J. Navarro                              A. Gary Ames
       (Senior Vice President                             (Director)
            and Controller)


          CECIL D. ANDRUS                               PAMELA G. BAILEY
--------------------------------               ---------------------------------
          Cecil D. Andrus                               Pamela G. Bailey
            (Director)                                      (Director)


           TERESA BECK                                   HENRY I. BRYANT
 ---------------------------------             ---------------------------------
            Teresa Beck                                  Henry I. Bryant
            (Director)                                      (Director)


          JOHN B. CARLEY                                 PAUL I. CORDDRY
 ---------------------------------             ---------------------------------
          John B. Carley                                 Paul I. Corddry
            (Director)                                      (Director)


          JOHN B. FERY                                 FERNANDO R. GUMUCIO
 ---------------------------------             ---------------------------------
          John B. Fery                                 Fernando R. Gumucio
           (Director)                                       (Director)


        CLARK A. JOHNSON                                CHARLES D. LEIN
 ---------------------------------             ---------------------------------
        Clark A. Johnson                                Charles D. Lein
           (Director)                                      (Director)


         VICTOR L. LUND                                 BEATRIZ RIVERA
 ---------------------------------             ---------------------------------
          Victor L. Lund                                Beatriz Rivera
            (Director)                                     (Director)


           J.B. SCOTT                                   ARTHUR K. SMITH
 ---------------------------------             ---------------------------------
           J.B. Scott                                   Arthur K. Smith
           (Director)                                      (Director)


        THOMAS L. STEVENS, JR                           WILL M. STOREY
 ---------------------------------             ---------------------------------
        Thomas L. Stevens, Jr.                          Will M. Storey
            (Director)                                    (Director)


          STEVEN D. SYMMS                               THOMAS J. WILFORD
 ---------------------------------             ---------------------------------
          Steven D. Symms                               Thomas J. Wilford
            (Director)                                      (Director)
</TABLE>


                                     Page 15

<PAGE>



                               Index to Exhibits
                          Filed with the Annual Report
                              on Form 10-K for the
                           Year Ended February 3, 2000
<TABLE>
<CAPTION>

Number              Description
<S>                 <C>
 3.1                Restated   Certificate  of  Incorporation  (as  amended)  is
                    incorporated herein by reference to Exhibit 3.1 of Form 10-Q
                    for the quarter ended April 30, 1998.

 3.1.1              Certificate of Designation, Preferences and Rights of Series
                    A  Junior  Participating  Preferred  Stock  is  incorporated
                    herein by  reference  to Exhibit  3.1.1 of Form 10-K for the
                    year ended January 30, 1997.

 3.1.2              Amendment to Certificate  of  Designation,  Preferences  and
                    Rights of Series A Junior  Participating  Preferred Stock is
                    incorporated  herein by reference  to Exhibit  3.1.2 of Form
                    10-K for the year ended January 28, 1999.

 3.2                By-Laws dated March 17, 2000.

 4.1                Stockholder  Rights  Plan Agreement is  incorporated  herein
                    by reference to Exhibit 1 of Form 8-A Registration Statement
                    filed with the Commission on March 4, 1997.

 4.1.1              Amendment  No.  One to  Stockholder  Rights  Plan  Agreement
                    (dated August 2, 1998) is  incorporated  herein by reference
                    to Exhibit 1 of Amendment to Form 8-A Registration Statement
                    filed with the Commission on August 6, 1998.

 4.1.2              Amendment  No.  Two to  Stockholder  Rights  Plan  Agreement
                    (dated March 16, 1999) is  incorporated  herein by reference
                    to Exhibit 1 of Amendment to Form 8-A Registration Statement
                    filed with the Commission on March 25, 1999.

 4.2                Indenture,  dated as of May 1,  1992,  between  Albertson's,
                    Inc.  and  Morgan  Guaranty  Trust  Company  of New  York as
                    Trustee is  incorporated  herein by reference to Exhibit 4.1
                    of Form S-3 Registration  Statement 333-41793 filed with the
                    Commission on December 9, 1997.(1)

 4.3                Senior Indenture dated May 1, 1995,  between American Stores
                    Company and the First National Bank of Chicago,  as Trustee,
                    is  incorporated  herein by reference to Exhibit 4.1 of Form
                    10-Q  filed by  American  Stores  Company  (Commission  File
                    Number 1-5392) on June 12, 1995.(1)

 9                  Inapplicable

10.1                J. A. and Kathryn Albertson  Foundation Inc. Stock Agreement
                    (dated May 21, 1997) is incorporated  herein by reference to
                    Exhibit  10.1 of Form  10-Q  for the  quarter  ended  May 1,
                    1997.*

10.1.1              Waiver  regarding  Alscott  Limited   Partnership  #1  Stock
                    Agreement  (dated May 21,  1997) is  incorporated  herein by
                    reference  to  Exhibit  10.1.1 of Form 10-Q for the  quarter
                    ended May 1, 1997.*
</TABLE>




                                     Page 16

<PAGE>

<TABLE>
<CAPTION>

Number              Description
<S>                 <C>
10.1.2              Waiver  regarding  Kathryn  Albertson Stock Agreement (dated
                    May 21, 1997) is incorporated herein by reference to Exhibit
                    10.1.2 of Form 10-Q for the quarter ended May 1, 1997.*

10.5                Form  of  Beneficiary   Agreement  for  Key  Executive  Life
                    Insurance  is  incorporated  herein by  reference to Exhibit
                    10.5.1 of Form 10-K for the year ended January 30, 1986.*

10.6                Executive  Deferred  Compensation Plan (amended and restated
                    February 1, 1989) is  incorporated  herein by  reference  to
                    Exhibit  10.6 of Form 10-K for the year  ended  February  2,
                    1989.*

10.6.1              Amendment to  Executive  Deferred  Compensation  Plan (dated
                    December 4, 1989) is  incorporated  herein by  reference  to
                    Exhibit  10.6.1 of Form 10-Q for the quarter ended  November
                    2, 1989.*

10.6.2              Amendment  to Executive  Deferred Compensation  Plan  (dated
                    December 15, 1998).*

10.7                Senior   Operations   Executive   Officer   Bonus   Plan  is
                    incorporated  herein by  reference  to Exhibit  10.7 of Form
                    10-K for the year ended January 30, 1997.*

10.7.1              Amendment  to  Senior Executive  Deferred  Compensation Plan
                    (dated December 15, 1998).*

10.9                Description of Bonus  Incentive  Plans (amended  December 3,
                    1984)is  incorporated herein by reference to Exhibit 10.9 of
                    Form 10-K for the year ended January 31, 1985.*

10.10               2000 Deferred Compensation Plan (dated January 1, 2000).*

10.11               1982 Incentive  Stock Option Plan (amended March 4, 1991) is
                    incorporated  herein by reference  to Exhibit  10.11 of Form
                    10-K for the year ended  January  31,  1991.  Exhibit  10.11
                    expired   by  its  terms  in  1992.   Notwithstanding   such
                    expiration, certain agreements for the options granted under
                    these option plans remain outstanding.*

10.12               Form of  1982  Incentive  Stock  Option  Agreement  (amended
                    November  30, 1987) is  incorporated  herein by reference to
                    Exhibit 10.12 of Form 10-Q for the quarter ended October 29,
                    1987.*

10.12.1             Form of 1982  Incentive  Stock  Option  Agreement  (used  in
                    connection with certain options granted pursuant to the 1982
                    Incentive  Stock Option Plan on or after  September 5, 1989)
                    is  incorporated  herein by reference to Exhibit  10.12.1 of
                    Form 10-Q for the quarter ended August 3, 1989.*

10.13               Executive Pension Makeup Plan (amended and restated February
                    1,  1989) is  incorporated  herein by  reference  to Exhibit
                    10.13 of Form 10-K for the year ended February 2, 1989.*
</TABLE>




                                     Page 17

<PAGE>

<TABLE>
<CAPTION>

Number              Description
<S>                 <C>
10.13.1             First Amendment to Executive Pension Makeup Plan (dated June
                    8,  1989) is  incorporated  herein by  reference  to Exhibit
                    10.13.1 of Form 10-Q for the quarter ended May 4, 1989.*

10.13.2             Second  Amendment  to Executive  Pension  Makeup Plan (dated
                    January 12,  1990) is  incorporated  herein by  reference to
                    Exhibit  10.13.2 of Form 10-K for the year ended February 1,
                    1990.*

10.13.3             Third  Amendment  to  Executive  Pension  Makeup Plan (dated
                    January 31,  1990) is  incorporated  herein by  reference to
                    Exhibit 10.13.3 of Form 10-Q for the quarter ended August 2,
                    1990.*

10.13.4             Fourth Amendment to Executive Pension Makeup Plan (effective
                    January  1, 1995) is  incorporated  herein by  reference  to
                    Exhibit  10.13.4 of Form 10-K for the year ended February 2,
                    1995.*

10.13.5             Amendment to Executive  Pension Makeup Plan  (retroactive to
                    January  1, 1990) is  incorporated  herein by  reference  to
                    Exhibit  10.13.5 of Form 10-K for the year ended February 1,
                    1996.*

10.13.6             Amendment to Executive Pension  Makeup  Plan (retroactive to
                    October 1, 1999).*

10.14               Executive ASRE Makeup Plan (dated September 26, 1999).*

10.15               Senior  Executive  Deferred  Compensation  Plan (amended and
                    restated  February  1,  1989)  is  incorporated   herein  by
                    reference  to Exhibit  10.15 of Form 10-K for the year ended
                    February 2, 1989.*

10.15.1             Amendment to Senior  Executive  Deferred  Compensation  Plan
                    (dated December 4, 1989) is incorporated herein by reference
                    to  Exhibit  10.15.1  of Form  10-Q  for the  quarter  ended
                    November 2, 1989.*

10.16               1986 Nonqualified  Stock Option Plan (amended March 4, 1991)
                    is incorporated herein by reference to Exhibit 10.16 of Form
                    10-K for the year ended  January  31,  1991.  Exhibit  10.16
                    expired   by  its  terms  in  1996.   Notwithstanding   such
                    expiration, certain agreements for the options granted under
                    these option plans remain outstanding.*

10.17               Form of 1986  Nonqualified  Stock  Option Plan Stock  Option
                    Agreement (amended November 30, 1987) is incorporated herein
                    by reference to Exhibit 10.17 of Form 10-Q for the
                    quarter ended October 29, 1987.*

10.18               Executive  Pension Makeup Trust (dated  February 1, 1989) is
                    incorporated  herein by reference  to Exhibit  10.18 of Form
                    10-K for the year ended February 2, 1989.*

10.18.1             Amendment to Executive Pension  Makeup Trust (dated July 24,
                    1998).*
</TABLE>




                                     Page 18

<PAGE>

<TABLE>
<CAPTION>


Number              Description
<S>                 <C>
10.18.2             Amendment to Executive  Pension Makeup Trust (dated December
                    1,  1998) is  incorporated  herein by  reference  to Exhibit
                    10.18.1  of Form  10-Q for the  quarter  ended  October  29,
                    1998.*

10.18.3             Amendment to Executive Pension Makeup Trust (dated  December
                    1, 1999).*

10.19               Executive  Deferred  Compensation  Trust (dated  February 1,
                    1989) is  incorporated  herein by reference to Exhibit 10.19
                    of Form 10-K for the year ended February 2, 1989.*

10.19.1             Amendment to  Executive  Deferred  Compensation Trust (dated
                    July 24, 1998).*

10.19.2             Amendment to Executive  Deferred  Compensation  Trust (dated
                    December 1, 1998) is  incorporated  herein by  reference  to
                    Exhibit  10.19.1 of Form 10-Q for the quarter  ended October
                    29, 1998.*

10.19.3             Amendment to Executive  Deferred  Compensation  Trust (dated
                    December 1, 1999).*

10.20               1990 Deferred  Compensation  Plan is  incorporated herein by
                    reference to Exhibit 10.20 of  Form 10-K for the  year ended
                    January 31, 1991.*

10.20.1             Amendment to 1990  Deferred  Compensation  Plan (dated April
                    12,  1994) is  incorporated  herein by  reference to Exhibit
                    10.20.1 of Form 10-Q for the quarter ended August 4, 1994.*

10.20.2             Amendment to 1990 Deferred Compensation Plan (dated November
                    5,  1997) is  incorporated  herein by  reference  to Exhibit
                    10.20.2 of Form 10-K for the year ended January 29, 1998.*

10.20.3             Amendment to 1990 Deferred Compensation Plan (dated November
                    1,  1998) is  incorporated  herein by  reference  to Exhibit
                    10.20.3  of Form  10-Q for the  quarter  ended  October  29,
                    1998.*

10.21               Non-Employee   Directors'  Deferred   Compensation  Plan  is
                    incorporated  herein by reference  to Exhibit  10.21 of Form
                    10-K for the year ended January 31, 1991.*

10.21.1             Amendment to Non-Employee  Directors' Deferred  Compensation
                    Plan (dated December 15, 1998).*

10.22               1990 Deferred  Compensation  Trust (dated November 20, 1990)
                    is incorporated herein by reference to Exhibit 10.22 of Form
                    10-K for the year ended January 31, 1991.*

10.22.1             Amendment to 1990 Deferred Compensation Trust (date July 24,
                    1998).*

10.22.2             Amendment  to  1990  Deferred   Compensation   Trust  (dated
                    December 1, 1998) is  incorporated  herein by  reference  to
                    Exhibit  10.22.1 of Form 10-Q for the quarter  ended October
                    29, 1998.*
</TABLE>



                                     Page 19


<PAGE>

<TABLE>
<CAPTION>


Number              Description
<S>                 <C>
10.22.3             Amendment  to  1990  Deferred   Compensation   Trust  (dated
                    December 1, 1999).*

10.23               2000 Deferred Compensation Trust (dated January 1, 2000).*

10.24               1995  Stock-Based  Incentive  Plan  (dated May 26,  1995) is
                    incorporated  herein by reference  to Exhibit  10.24 of Form
                    10-Q for the quarter ended May 4, 1995.*

10.24.1             Form  of  1995  Stock-Based   Incentive  Plan  Stock  Option
                    Agreement (dated December 4, 1995) is incorporated herein by
                    reference to Exhibit 10.24.1 of Form 10-K for the year ended
                    February 1, 1996.*

10.25               1995 Stock Option Plan for Non-Employee Directors (dated May
                    26,  1995) is  incorporated  herein by  reference to Exhibit
                    10.25 of Form 10-Q for the quarter ended May 4, 1995.*

10.25.1             Form of 1995 Stock  Option Plan for  Non-Employee  Directors
                    Agreement  (dated May 30,  1995) is  incorporated  herein by
                    reference  to Exhibit  10.25.1 of Form 10-Q for the  quarter
                    ended May 4, 1995.*

10.26               Amended and Restated 1995 Stock-Based  Incentive Plan (dated
                    November  12, 1998) is  incorporated  herein by reference to
                    Exhibit 10.26 of Form 10-Q for the quarter ended October 29,
                    1998.*

10.27               Termination  and Consulting  Agreement by and among American
                    Stores  Company,  Albertson's,  Inc.  and  Victor L. Lund is
                    incorporated  herein by reference  to Exhibit  10.27 of Form
                    10-K for the year ended January 28, 1999.*

10.28               Credit Agreement (5-year)(dated March 22, 2000).

10.29               Credit Agreement (364-day)(dated March 22, 2000).

10.30               American Stores Company  Supplemental  Executive  Retirement
                    Plan 1998 Restatement is incorporated herein by reference to
                    Exhibit  4.1 of Form S-8 filed by  American  Stores  Company
                    (Commission File Number 1-5392) on July 13,
                    1998.*

10.30.1             Amendment to American Stores Company Supplemental  Executive
                    Retirement Plan 1998 Restatement,  dated as of September 15,
                    1998, is incorporated herein by reference to Exhibit 10.4 of
                    Form 10-Q filed by American Stores Company  (Commission File
                    Number 1-5392) on December 11, 1998.*

10.31               American  Stores  Company  1997 Stock Option and Stock Award
                    Plan is incorporated herein by reference to Exhibit B of the
                    1997  Proxy  Statement  filed  by  American  Stores  Company
                    (Commission File Number 1-5392) on May 2, 1997.*

10.31.1             Amendment to American  Stores  Company 1997 Stock Option and
                    Stock  Award  Plan,   dated  as  of  October  8,  1998,   is
                    incorporated  herein by  reference  to Exhibit  10.1 of Form
                    10-Q  filed by  American  Stores  Company  (Commission  File
                    Number 1-5392) on December 11, 1998.*
</TABLE>




                                     Page 20

<PAGE>

<TABLE>
<CAPTION>


Number              Description
<S>                 <C>
10.32               American  Stores  Company 1997A Stock Option and Stock Award
                    Plan, dated as of March 27, 1997, is incorporated  herein by
                    reference to Exhibit 4.11 of the S-8 Registration  Statement
                    (Registration  No.  333-8215 filed by  Albertson's,  Inc. on
                    July 2, 1999.*

10.33               American  Stores  Company  1997 Stock  Plan to  Non-Employee
                    Directors is  incorporated  herein by reference to Exhibit C
                    of the 1997 Proxy Statement filed by American Stores Company
                    (Commission file number 1-5392) on May 2, 1997.*

10.34               American  Stores  Company  amended and  restated  1989 Stock
                    Option  and  Stock  Award  Plan is  incorporated  herein  by
                    reference to Exhibit 4.13 of the S-8 Registration  Statement
                    (Registration No.  333-82157) filed by Albertson's,  Inc. on
                    July 2, 1999.*

10.35               American  Stores  Company  Amendment and Restated 1985 Stock
                    Option  and  Stock  Award  Plan is  incorporated  herein  by
                    reference to the S-8  Registration  Statement  (Registration
                    No. 333-82157) filed by Albertson's, Inc. on July 2, 1999.*

11                  Inapplicable

12                  Inapplicable

13                  Exhibit  13  consists  of  pages  21 to 55  and  page  60 of
                    Albertson's,  Inc. 1999 Annual Report to Stockholders  which
                    are  numbered as pages 1 to 36 of Exhibit  13. Such  report,
                    except to the extent incorporated  herein by reference,  has
                    been  sent  to and  furnished  for  the  information  of the
                    Securities  and  Exchange  Commission  only and is not to be
                    deemed filed as part of this Annual Report on Form 10-K. The
                    references to the pages incorporated by reference are to the
                    printed  Annual  Report.  The  references  to the  pages  of
                    Exhibit 13 are as follows: Item 3--page 30; Item 5--page 36;
                    Item  6-page 34; Item  7-pages 1 through 8; Item  7A-page 7;
                    and Items 8 and 14--pages 9 through 33 and page 35.

16                  Inapplicable

18                  Inapplicable

21                  Subsidiaries of the Registrant

22                  Inapplicable

23                  Independent Auditors' Consent - Deloitte & Touche LLP

23.1                Independent Auditors' Consent - Ernst & Young LLP

24                  Inapplicable

27                  Financial Data Schedule - Fiscal Year 1999
</TABLE>

                                     Page 21

<PAGE>

<TABLE>
<CAPTION>

Footnotes
---------
<S>          <C>
*            Identifies  management contracts or compensatory plans or
             arrangements  required to be filed as an exhibit hereto.


(1)          In reliance upon Item  601(b)(4)(iii)(A) of Regulation S-K, various
             other instruments  defining the rights of holders of long-term debt
             of  the  Registrant  and  its  subsidiaries  are  not  being  filed
             herewith,  because the total amount of securities  authorized under
             each such instrument does not exceed 10% of the total assets of the
             Registrant  and  its  subsidiaries  on a  consolidated  basis.  The
             Registrant  hereby agrees to furnish a copy of any such  instrument
             to the Commission upon request.
</TABLE>



                                     Page 22