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 January 31, 2002         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, 406,677,228        New York Stock Exchange
     shares outstanding on March 25, 2002            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 25, 2002: $12,244,122,742.


                       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  year  ended
     January 31, 2002,  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 6,  2002,(the  "Proxy
     Statement") to be filed within 120 days after the  Registrant's  year ended
     January 31, 2002,  portions of  which are  incorporated by  reference  into
     Part III of this Form 10-K.

                                       1
<PAGE>



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


Item                                                                        Page

                                     PART I
                                     ------

      Cautionary Statement                                                    3

 1.   Business                                                                3

 2.   Properties                                                              6

 3.   Legal Proceedings                                                       9

 4.   Submission of Matters to a Vote of Security Holders                     9


                                     PART II
                                     -------

 5.   Market for the Registrant's Common Equity and Related
      Stockholder Matters                                                    10


 6.   Selected Financial Data                                                10

 7.   Management's Discussion and Analysis of Financial
      Condition and Results of Operations                                    10


 7A.  Quantitative and Qualitative Disclosures about Market Risk             10


 8.   Financial Statements and Supplementary Data                            10

 9.   Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure                                    10


                                    PART III
                                    --------

10.   Directors and Executive Officers of the Registrant                     11

11.   Executive Compensation                                                 13

12.   Security Ownership of Certain Beneficial Owners and
      Management                                                             13


13.   Certain Relationships and Related Transactions                         13


                                     PART IV
                                     -------

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


                                       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  using  various
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 interest rates,
changes in consumer spending,  actions taken by competitors,  particularly those
intended  to  improve  their  market  share,  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 cost and stability of
energy sources, the Company's ability to recruit,  retain and develop employees,
its ability to develop  new stores or  complete  remodels as rapidly as planned,
its ability to implement new technology  successfully,  the stability of product
costs,  the Company's  ability to integrate the operations of acquired or merged
companies,  the Company's  ability to execute its  restructuring  plans, and the
Company's ability to achieve its five strategic imperatives.

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

General

   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 June 23, 1999, Albertson's, Inc. and American Stores ("ASC") consummated a
merger with the issuance of 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.

                                       3
<PAGE>

   The Company is one of the  largest  retail food and drug chains in the World.
As of January 31, 2002, the Company  operated  2,421 stores in 33  Northeastern,
Western,   Midwestern  and  Southern  states.  These  stores  consist  of  1,395
combination food-drug stores, 731 stand-alone  drugstores,  and 295 conventional
and  warehouse  stores.  Retail  operations  are  supported by 19 major  Company
distribution centers.  These distribution centers provide product exclusively to
the Company's retail stores.

   The Company's  operations are within a single operating  segment,  the retail
sale of food and drug merchandise.  All the Company's  operations are within the
United States.  As of January 31, 2002, the Company's  stores operated under the
banners Albertson's,  Albertson's-Osco,  Albertson's Sav-on,  Jewel-Osco,  Acme,
Sav-on Drugs, Osco Drug, Max Foods, Super Saver, and Seessel's by Albertson's.

   A new leadership team has been assembled to take Albertson's into the future.
This team has  identified  many  actions  and  programs  with which to drive the
Company's future competitiveness,  profitability and return on invested capital.
One of the first actions taken was to identify and  communicate  internally  and
externally five strategic imperatives that serve as a guide and a filter for all
future  actions.  The five  strategic  imperatives  are: 1) Aggressive  Cost and
Process Control;  2) Maximize Returns on Invested Capital;   3) Customer-Focused
Approach  to  Growth;  4)  Companywide  Focus  on  Technology;  and 5) Energized
Associates.  A more detailed  description of these imperatives and actions taken
by the  Company  can be found on pages 49 and 50 of the  Company's  2001  Annual
Report to Stockholders.

Retail Formats

   As of January 31, 2002, the Company's  retail  operations were organized into
15 divisions,  based primarily on geographic  boundaries.  The division staff is
responsible   for  day-to-day   operations  and  for  executing   marketing  and
merchandising programs. This structure allows the division level employees,  who
are closest to the  customer,  to implement  strategies  tailored to each of the
Company's unique neighborhoods.

   The Company's combination food-drug stores are super grocery/drugstores under
one roof and range in size from  35,000 to 107,000  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,  dry
cleaning, 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 average 18,600 square feet. These stores
offer convenient  shopping and prescription  pickup as well as a wide assortment
of  general  merchandise,  health  and beauty  care  products,  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.

                                       4
<PAGE>

   Albertson's  strategic  advantage  in  today's  marketplace  comes  from  the
Company's  unique  heritage in two  independent  market places - food stores and
drugstores. Albertson's is a leader with decades of experience serving customers
in both  industries.  This unique  position in the  marketplace  has enabled the
Company  to bring  together  separate  retail  brands,  creating  the dual brand
combination stores that leverage the Company's separate food and drug experience
and brand equity.  The Company  began  expanding the dual brand combo concept in
2001 by rolling out  Albertson's-Sav-on  stores in the fast growing Reno, Nevada
market, and Albertson's-Osco  stores in Tucson, Arizona. This dual brand concept
will continue to be introduced to additional markets during 2002.

   The  Company's  other store formats  include  conventional  supermarkets  and
warehouse  stores.  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.

   As of January 31, 2002, the Company operated 203 fuel centers,  in 22 states,
which are generally located in the parking lot of stores.  These centers feature
three to six fuel  pumps and a small  building,  ranging in size from a pay-only
kiosk to a convenience  store,  featuring  such items as candy,  soft drinks and
snack foods.

   In November 1999,  Albertson's,  Inc. introduced its own grocery delivery Web
site when  Albertsons.com  entered the Seattle,  Washington  market. The Company
expanded the service to San Diego County,  California in October 2001, added the
Los Angeles,  California area in February 2002, and expanded into San Francisco,
California  and  Oregon in March  2002.  By using its  brick-and-mortar  stores,
Albertson's has evolved its online model to take advantage of its retail grocery
expertise,  brand  recognition and existing  infrastructure.  With more than two
years  experience,  Albertsons.com  offers a reliable and proven online  grocery
service customers trust to deliver high-quality,  fresh products direct from the
store to their home.

   Savon.com,  Albertson's  online  drugstore,  serves the  Company's  customers
nationwide.  On December 7, 2000,  Savon.com  opened the "doors" to a nationwide
online pharmacy  service.  The site offers a full range of sundry items, new and
refill  prescriptions  and  consumer  health  information.  The Web site  allows
customers  across the country the freedom to have new or refilled  prescriptions
ready for  pickup at any local  Albertson's  food or drug  store,  or have their
prescriptions mailed to their doorsteps.

   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.

Competition

   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.

                                       5
<PAGE>

   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.

Merchandising & Manufacturing

   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  has
historically serviced all of its retail stores from Company distribution centers
(refer to "Subsequent Events").

Employees

   As of January 31, 2002, the Company  employed  approximately  220,000 people,
many of whom are  covered  by  collective  bargaining  agreements.  The  Company
considers its present relations with employees to be good.

Subsequent Events

   On  March  13,  2002,   the  Company   announced  the  second  phase  in  its
restructuring   process.   The   Company   intends  to   completely   exit  four
under-performing markets: Memphis,  Tennessee;  Nashville,  Tennessee;  Houston,
Texas; and San Antonio,  Texas. The market exits involves 95 stores that will be
closed or sold.

   In connection with the market exits,  Albertson's recently announced the sale
of its Tulsa, Oklahoma  distribution  facility  to Fleming Companies, Inc.  This
sales agreement also includes a long-term supply arrangement under which Fleming
will provide procurement and distribution  services for Albertson's Oklahoma and
Nebraska  stores.  In addition,  the Company also  announced  plans to close its
Houston,  Texas distribution  facility and reduce the number of division offices
from 15 to 11. Once complete,  the number of major distribution  facilities will
be reduced from 19 to 17.

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  1,228  stores and
approximately 88% 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 adequate return on invested capital.

                                       6
<PAGE>

   Albertson's  stores are located in 33 Northeastern,  Western,  Midwestern and
Southern areas of the United States.  The table below is a summary of the stores
by state and classification as of January 31, 2002:


<TABLE>
<CAPTION>
                               Combination     Stand-Alone           Other                            Fuel
                          Food-Drug Stores      Drugstores          Stores           TOTAL         Centers
------------------------ ------------------ --------------- --------------- --------------- ---------------
<S>                                 <C>             <C>              <C>            <C>                <C>
Arizona                                 48              89                             137              11
Arkansas                                 2                                               2
California                             302             300             150             752               3
Colorado                                47                              10              57               6
Delaware                                 9                               4              13               1
Florida                                115                                             115              11
Idaho                                   29                               7              36              12
Illinois                               159              95              15             269               9
Indiana                                  6              49                              55
Iowa                                     1              28                              29
Kansas                                   5              27                              32
Louisiana                               31                                              31              11
Maryland                                 2                               9              11
Michigan                                                 1                               1
Minnesota                                                1                               1
Mississippi                              7                                               7               4
Missouri                                10              34                              44               5
Montana                                 18               9              14              41               4
Nebraska                                11              14                              25               2
Nevada                                  46              44               3              93              10
New Jersey                              32                              30              62
New Mexico                              22               4               2              28               3
North Dakota                             2               6                               8
Oklahoma                                28                                              28              12
Oregon                                  42                              11              53               7
Pennsylvania                            38                              20              58
South Dakota                             1               2                               3
Tennessee                               24                               1              25               6
Texas                                  219                               3             222              66
Utah                                    43                               3              46               6
Washington                              72                              11              83              11
Wisconsin                               15              28                              43               1
Wyoming                                  9                               2              11               2
                         ------------------ --------------- --------------- --------------- ---------------
   Total                             1,395             731             295           2,421             203
                         ================== =============== =============== =============== ===============

Retail Square
Footage by Store
Type (000's)                        76,018          13,591           8,493          98,102               *
                         ================== =============== =============== =============== ===============
</TABLE>

* The square  footage of fuel centers is included with the square footage of its
adjacent store.

   As part of the Company's first phase of its restructuring plan,  announced on
July 18, 2001,  the Company  identified  and  committed  to  close  and  dispose
165  under-performing  stores.  The  Company  closed  80  of  these stores as of
January 31, 2002.  In addition,  the  Company  announced  on March 13, 2002, the
complete exit of four under-performing markets  (Refer to "Subsequent Events" in
Item 1).

                                       7
<PAGE>

   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 2001 approximately 78% of the merchandise
purchased  for  resale in  Company  retail  stores  was  received  from  Company
distribution centers.

   Albertson's  distribution system consists of 19 major Company centers located
strategically  throughout the Company's operating markets.  The table below is a
summary of the Company's distribution facilities as of January 31, 2002:

<TABLE>
<CAPTION>
                                                                                            High
                                                                           Ice            Volume
                                            Frozen                Meat & Cream   Health   Health General                   Square
  Major Distribution Facilities     Grocery   Food Liquor Produce   Deli Plant & Beauty & Beauty  Merch. Pharmaceuticals  Footage
  -----------------------------     ------- ------ ------ ------- ------ ----- -------- -------- ------- --------------- ----------
  <S>                                  <C>     <C>    <C>    <C>     <C>   <C>     <C>      <C>     <C>         <C>      <C>

  Lancaster, Pennsylvania              X                     X       X             X                X                     1,412,700
  Melrose Park, Illinois               X       X             X       X                                                    1,330,000
  La Habra, California                                X                            X                X           X         1,203,100
  Brea, California                     X       X                     X                                                    1,197,400
  Fort Worth, Texas                    X       X             X       X                                                    1,131,200
  Plant City, Florida                  X       X      X      X       X                      X                             1,010,900
  Irvine, California                   X                     X                                                              996,900
  Elk Grove, Illinois                                                              X                X           X           968,000
  Portland, Oregon                     X       X             X       X                                                      862,500
  Vacaville, California                X                                                                                    854,000
  Tulsa, Oklahoma (1)                  X       X             X       X                                                      780,500
  Phoenix, Arizona                     X       X      X      X       X                                                      765,700
  Houston, Texas (1)                   X       X             X       X                                                      759,400
  Salt Lake City, Utah                 X       X             X       X                                                      659,600
  San Leandro, California                      X             X       X                                                      475,200
  Sacramento, California               X       X      X      X       X                                                      440,900
  Ponca City, Oklahoma                                                             X                X           X           420,000
  Denver, Colorado                     X       X             X       X                                                      388,400
  Boise, Idaho                                                                     X                X                       302,300

  Other Distribution Facilities
  -----------------------------
  Las Vegas, Nevada                                   X                                                                      30,000
  Indianapolis, Indiana                               X                                                                      22,000
  Boise, Idaho                                                             X                                                 11,000
                                                                                                                       ------------
   TOTAL SQUARE FOOTAGE -
     All Distribution Facilities                                                                                         16,021,700
                                                                                                                       ============
</TABLE>

(1)  The  Company  intends to sell or close this facility  (refer to "Subsequent
Events" in Item 1).

                                       8
<PAGE>

   The Company currently finances most retail store and distribution  facilities
internally,  thus retaining  ownership 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 January 31, 2002,  the Company held title to the land and  buildings of
42% of the Company's stores and held title to the buildings on leased land of an
additional 9% 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 83 of the Company's  2001 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 2001 to a vote of
security holders through the solicitation of proxies or otherwise.




                                       9
<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 the inside back cover of the  Company's  2001 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 business on
March   25,   2002,   was   $32.27   per   share.    There   were  approximately
30,400 stockholders of record on March 25, 2002.

Item 6.  Selected Financial Data
--------------------------------

   Selected financial data of the Company for the fiscal years 1997 through 2001
is included under the caption  "Five-Year Summary of Selected Financial Data" on
page 88 of the Company's 2001 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 49 to 62 of the
Company's 2001 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 60 of the
Company's 2001 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'  Report  and the  selected  quarterly
financial data of the Company are presented on pages 63 to 87 and page 89 of the
Company's 2001 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
--------------------
   There have been no reports  on Form 8-K filed  within 24 months  prior to the
date of the most recent financial  statements  reporting a change of accountants
or reporting  disagreements  on any matter of  accounting  principle,  practice,
financial statement disclosure or auditing scope or procedure.


                                       10
<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 2002 Annual Meeting of
Stockholders  (the  "Proxy  Statement")  to be filed  within  120 days after the
Company's fiscal year ended January 31, 2002, and is incorporated herein by this
reference thereto.

Executive and Reporting Officers
<TABLE>
<CAPTION>
                           Age                                                   Date First Appointed
                          as of                                                   as an Executive or
        Name             3/25/02                   Position                       Reporting Officer
        ----             -------                   --------                      --------------------
<S>                         <C>    <C>                                                 <C>
Lawrence R. Johnston        53     Chairman of the Board and Chief Executive           04/23/01
                                   Officer

Peter L. Lynch              50     President and Chief Operating Officer               06/23/99

Robert K. Banks             52     Executive Vice President, Development               06/20/00

Thomas E. Brother           60     Executive Vice President, Distribution              07/30/89

Robert C. Butler            53     Executive Vice President, Operations                03/21/00

Romeo R. Cefalo             52     Executive Vice President, Operations                03/21/00

Robert J. Dunst, Jr.        41     Executive Vice President and Chief                  11/19/01
                                   Technology Officer

Kathy J. Herbert            48     Executive Vice President, Human Resources           09/17/01

John R. Sims                52     Executive Vice President and                        03/25/02
                                   General Counsel

Lawrence A. Stablein        44     Executive Vice President, Marketing and             10/30/00
                                   Merchandising

Felicia D. Thornton         38     Executive Vice President and Chief Financial        08/22/01
                                   Officer

Kevin H. Tripp              47     Executive Vice President, Drug and General          12/11/00
                                   Merchandise

Steven D. Young             53     Executive Vice President, Labor Relations           12/02/91
                                   and Employment Law

Ertharin Cousin             44     Senior Vice President, Public Affairs               03/15/02

Richard J. Navarro          49     Senior Vice President and Controller                12/22/86
</TABLE>

                                       11
<PAGE>

   Lawrence R. Johnston has served as Chairman of the Board and Chief  Executive
Officer  since  April 23,  2001.  Previously  he served as  President  and Chief
Executive  Officer,  General  Electric  Appliances  Division from November 1999;
President and Chief Executive Officer,  General Electric Medical Systems-Europe,
Middle  East and  Africa  from 1997;  Chairman  of  General  Electric  Company's
European Corporate Executive Council from 1998 to 1999 and Vice President, Sales
and Distribution of GE Appliances Division from 1989 to 1997.

   Peter L. Lynch became President and Chief Operating Officer on March 21, 2000
and was  appointed to the Board of Directors in July 2001.  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 and Senior Vice President, Store Operations of the Jewel-Osco Division
of American Stores Company from December 1995.

   Robert K. Banks  was  promoted to  Executive  Vice  President, Development on
June 20, 2000.  Previously he served as Senior Vice President,  Real Estate from
January 31, 1999;  Group Vice  President,  Real Estate from December 2, 1996 and
Vice President, Real Estate from December 24, 1990.

   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 and Vice President, Southern California Division from 1996.

   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 and Senior Vice President
and General Manager of the same division from 1995.

   Robert J. Dunst,  Jr. became  Executive Vice  President and Chief  Technology
Officer  on  November  19,  2001.   Previously  he  served  as  Vice  President,
Applications Development,  Safeway, Inc. and Director,  Systems Architecture and
Infrastructure, Safeway, Inc. from 1995.

   Kathy  J.  Herbert  became  Executive  Vice  President,  Human  Resources  on
September 17, 2001.  Previously she served as Vice President,  Human  Resources,
Jewel-Osco Division,  American Stores Company and subsequently  Albertson's Inc.
from April 1998 and  Director,  Personnel  Training,  for  Jewel-Osco  Division,
American Stores Company from 1996 to 1998.

   John R. Sims became Executive Vice President and General Counsel on March 25,
2002.  Previously,  he was  Vice  President  and  Deputy  General  Counsel  with
Federated Department Stores, Inc. from 1990.

   Lawrence A. Stablein was promoted to Executive Vice President,  Marketing and
Merchandising  on  October  30,  2000.  Previously  he  served  as  Senior  Vice
President,  Marketing  for  Jewel-Osco  from 1997 and Senior Vice  President  of
Marketing   and   Formats   in   American  Stores  Properties,  Inc.   group  in
Salt Lake City from October 1995.

   Felicia D. Thornton  became  Executive  Vice  President  and Chief  Financial
Officer on August 22, 2001.  Previously  she was a business  consultant for HASC
from January 2001; Group Vice President, Kroger Co. from February 1999 and Group
Vice  President,  Corporate  Planning and  Accounting,  Kroger Co. from February
1996.

                                       12
<PAGE>

   Kevin H. Tripp was promoted to  Executive  Vice  President,  Drug and General
Merchandise on December 11, 2000. Previously he served as President, Drug Region
from June 1999;  Executive  Vice  President and General  Manager,  American Drug
Stores  from  November  1997 and  Senior  Vice  President,  Pharmacy  Sales  and
Operations from January 1995.

   Steven  D.  Young  became  Executive  Vice  President,  Labor  Relations  and
Employment  Law on September 17, 2001.  Previously  he served as Executive  Vice
President,  Human Resources from January 1999 and Senior Vice  President,  Human
Resources from 1993.

   Ertharin  Cousin  became an  Executive  Officer  on March 15,  2002.  She was
promoted to Senior Vice  President,  Public Affairs on June 1, 2001.  Previously
she served as Group Vice President, Public Affairs from 2000 and Vice President,
Government and Community Affairs of the  Jewel-Osco  Division of American Stores
Company and subsequently Albertson's Inc. from 1997.

   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.


Item 11.  Executive Compensation
--------------------------------

   Information concerning executive compensation is presented under the headings
"Summary  Compensation  Table," "Aggregated Option Exercises in Last Fiscal Year
and Fiscal  Year-End  Option  Values,"  "Option Grants In Last Fiscal Year," 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.



                                       13
<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 63 to
          87 of the Company's  Annual Report to Stockholders  for the year ended
          January 31, 2002:

             Consolidated Earnings - years ended January 31, 2002;
               February 1, 2001; February 3, 2000.

             Consolidated Balance Sheets -- January 31, 2002; February 1, 2001.

             Consolidated Cash Flows - years ended January 31, 2002;
               February 1, 2001; February 3, 2000.

             Consolidated Stockholders' Equity -- years ended January 31,
               2002; February 1, 2001; February 3, 2000.

             Notes to Consolidated Financial Statements.

             Independent Auditors' Report.


          Quarterly Financial Data:

             Quarterly  Financial Data for the years ended January 31, 2002, and
          February  1,  2001,is  set  forth on page 89 of the  Annual  Report to
          Stockholders  for the year ended January 31, 2002, 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)       Their  were no  reports on Form 8-K filed  during  the  quarter  ended
          January 31, 2002.



   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,
333-87773, and 333-73194.


                                       14
<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   LAWRENCE R. JOHNSTON
                                   ---------------------------------------------
                                          Lawrence R. Johnston
                                       (Chairman of the Board and
                                        Chief Executive Officer)


Date:  April 18, 2002


                                       15
<PAGE>

   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 18, 2002.



<TABLE>
<S>                                       <C>

         LAWRENCE R. JOHNSTON                         PETER L. LYNCH
--------------------------------------    --------------------------------------
         Lawrence R. Johnston                         Peter L. Lynch
      (Chairman of the Board and              (President and Chief Operating
     Chief Executive Officer and                   Officer and Director)
              Director)


         FELICIA D. THORNTON                        RICHARD J. NAVARRO
--------------------------------------    --------------------------------------
         Felicia D. Thornton                        Richard J. Navarro
      (Executive Vice President                   (Senior Vice President
     and Chief Financial Officer)                    and Controller)


            A. GARY AMES                             CECIL D. ANDRUS
--------------------------------------    --------------------------------------
            A. Gary Ames                             Cecil D. Andrus
             (Director)                                 (Director)


           PAMELA G. BAILEY                            TERESA BECK
--------------------------------------    --------------------------------------
           Pamela G. Bailey                            Teresa Beck
              (Director)                               (Director)

           HENRY I. BRYANT                           PAUL I. CORDDRY
--------------------------------------    --------------------------------------
           Henry I. Bryant                           Paul I. Corddry
              (Director)                                (Director)


            BONNIE G. HILL                           CLARK A. JOHNSON
--------------------------------------    --------------------------------------
            Bonnie G. Hill                           Clark A. Johnson
              (Director)                                (Director)


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


              J.B. SCOTT                              WILL M. STOREY
--------------------------------------    --------------------------------------
              J.B. Scott                              Will M. Storey
              (Director)                                (Director)
</TABLE>




                                       16
<PAGE>

                                Index to Exhibits
                          Filed with the Annual Report
                              on Form 10-K for the
                           Year Ended January 31, 2002

Number     Description

 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 15, 2001 are incorporated  herein by reference to
           Exhibit 3.2 of Form 10-K for the year ended February 1, 2001.

 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.*


                                       17
<PAGE>

Number     Description

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.*

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.*

10.2       Agreement  between the Company and Gary G. Michael dated December 22,
           2000 is incorporated herein by reference to Exhibit 10.2 of Form 10-K
           for the year ended February 1, 2001.*

10.3       Form of Award of  Deferred  Stock  Units is  incorporated  herein  by
           reference to Exhibit 10.3 of Form 10-K for the year ended February 1,
           2001.*

10.4       Employment  Agreement  between the Company and  Lawrence R.  Johnston
           dated   April  23,  2001  is  incorporated  herein  by  reference  to
           Exhibit 10.4 of Form 8-K filed on April 26, 2001.*

10.4.1     Amendment to Employment Agreement between the Company and Lawrence R.
           Johnston dated July 19, 2001.*

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)  is  incorporated  herein  by  reference  to  Exhibit 10.6.2 of
           Form 10-K for the year ended February 3, 2000.*

10.6.3     Amendment to Executive  Deferred  Compensation  Plan (dated March 15,
           2001)  is  incorporated  herein  by  reference  to  Exhibit 10.6.3 of
           Form 10-K for the year ended February 1, 2001.*

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.*


                                       18
<PAGE>

Number     Description

10.8       Form of Consulting  Agreement  with Special  Advisors to the Board of
           Directors  dated as of  March  15,  2001 is  incorporated  herein  by
           reference to Exhibit 10.8 of Form 10-K for the year ended February 1,
           2001.*

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)  is
           incorporated  by reference to Exhibit 10.10 of Form 10-K for the year
           ended February 3, 2000.*

10.11      Employment Agreement between the Company and John R. Sims  effective
           April 3, 2002.*

10.12      Employment  Agreement  between the  Company and Robert J. Dunst,  Jr.
           dated  November  16,  2001 is  incorporated  herein by  reference  to
           Exhibit 10.42 to Form 10-Q for the quarter ended November 1, 2001.*

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.*

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)  is  incorporated  herein  by  reference to  Exhibit 10.13.6 of
           Form 10-K for the year ended February 3, 2000.*


                                       19
<PAGE>

Number     Description

10.14      Executive ASRE Makeup Plan (dated September 26, 1999) is incorporated
           herein by reference to Exhibit  10.14 of Form 10-K for the year ended
           February 3, 2000.*

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 quarter ended November 2, 1989.*

10.15.2    Amendment  to Senior  Executive  Deferred  Compensation  Plan  (dated
           December  15,  1998)  is  incorporated   herein   by   reference   to
           Exhibit 10.7.1 of Form 10-K for the year ended February 3, 2000.*

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) is
           incorporated  herein by reference to Exhibit 10.18.1 of Form 10-K for
           the year ended February 3, 2000.*

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 quarter ended October 29, 1998.*

10.18.3    Amendment to Executive  Pension Makeup Trust (dated December 1, 1999)
           is  incorporated  herein by reference to Exhibit 10.18.3 of Form 10-K
           for year ended February 3, 2000.*

10.18.4    Amendment to Executive Pension Makeup Trust (dated March 31, 2000) is
           incorporated  herein by reference to Exhibit 10.18.4 of Form 10-K for
           year ended February 1, 2001.*


                                       20
<PAGE>

Number     Description

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

10.19.1    Amendment to Executive  Deferred  Compensation  Trust (dated July 24,
           1998)  is  incorporated  herein  by  reference  to Exhibit 10.19.1 of
           Form 10-K for year ended February 3, 2000.*

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 quarter ended October 29, 1998.*

10.19.3    Amendment to Executive Deferred Compensation Trust (dated December 1,
           1999)  is  incorporated  herein  by  reference to  Exhibit 10.19.3 of
           Form 10-K for year ended February 3, 2000.*

10.19.4    Amendment to Executive  Deferred  Compensation Trust (dated March 31,
           2000) is  incorporated  herein  by  reference  to  Exhibit 10.19.4 of
           Form 10-K for year ended February 1, 2001.*

10.20      1990 Deferred  Compensation Plan is incorporated  herein by reference
           to Exhibit 10.20 of Form 10-K for 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) is  incorporated  herein by reference to
           Exhibit 10.21.1 of Form 10-K for year ended February 3, 2000.*

10.21.2    Amendment  to  Non-Employee  Directors'  Deferred  Compensation  Plan
           (dated  March 15,  2001)  is  incorporated  herein  by  reference  to
           Exhibit 10.21.2 of Form 10-K for the year ended February 1, 2001.*


                                       21
<PAGE>

Number     Description

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

10.22.1    Amendment to 1990 Deferred  Compensation  Trust (dated July 24, 1998)
           is  incorporated  herein by reference to Exhibit 10.22.1 of Form 10-K
           for year ended February 3, 2000.*

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 quarter ended October 29, 1998.*

10.22.3    Amendment to 1990  Deferred  Compensation  Trust  (dated  December 1,
           1999) is incorporated  herein  by  reference  to  Exhibit 10.22.3  of
           Form 10-K for year ended February 3, 2000.*

10.22.4    Amendment to 1990 Deferred  Compensation Trust (dated March 31, 2000)
           is  incorporated  herein by reference to Exhibit 10.22.4 of Form 10-K
           for year ended February 1, 2001.*

10.23      2000  Deferred   Compensation   Trust  (dated  January  1,  2000)  is
           incorporated  herein by reference  to Exhibit  10.23 of Form 10-K for
           year ended February 3, 2000.*

10.23.1    Amendment to the 2000  Deferred  Compensation  Trust (dated March 31,
           2000) is incorporated  herein  by  reference  to  Exhibit 10.23.1  of
           Form 10-K for year ended February 1, 2001.*

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.*

10.25.2    Amendment to 1995 Stock Option Plan for Non-Employee Directors (dated
           March 15, 2001) is incorporate herein by reference to Exhibit 10.25.2
           of Form 10-K for the year ended February 1, 2001.*


                                       22
<PAGE>

Number     Description

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.*

10.26.1    Amendment to Amended and Restated  1995  Stock-Based  Incentive  Plan
           (dated  March 15,  2001)   is  incorporate  herein  by  reference  to
           Exhibit 10.26.1 of Form 10-K for the year ended February 1, 2001.*

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) is  incorporated
           herein by reference to Exhibit  10.28 of Form 10-K for the year ended
           February 3, 2000.

10.28.1    Amendment  to Credit  Agreement  (5-year)  (dated  March 15, 2001) is
           incorporated  by  reference  to Exhibit  10.28.1 of Form 10-K for the
           year ended February 1, 2001.

10.29      Amended and  Restated  Credit  Agreement  (364-day)  (dated March 13,
           2002).

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.*

10.31.2    Amendment to American Stores Company 1997 Stock Plan for Non-Employee
           Directors  (dated  March 15,  2001) is  incorporated  by reference to
           Exhibit 10.31.2 of Form 10-K for the year ended February 1, 2001.*


                                       23
<PAGE>

Number     Description

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. 333-82157) filed by Albertson's, Inc. on July 2, 1999.*

10.33      American Stores Company 1997 Stock Plan for 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  Amended and Restated 1985 Stock Option and
           Stock Award Plan is incorporated  herein by reference to Exhibit 4.14
           of the S-8 Registration Statement  (Registration No. 333-82157) filed
           by Albertson's, Inc. on July 2, 1999.*

10.36      Employment  Agreement  between  the  Company and Peter L. Lynch dated
           January 26, 2001 is incorporated herein by reference to Exhibit 10.36
           to Form 10-Q for the quarter ended August 2, 2001.*

10.36.1    Amendment to  Employment  Agreement  between the Company and Peter L.
           Lynch dated April 23, 2001 is  incorporated  herein by  reference  to
           Exhibit 10.36.1 to Form 10-Q for the quarter ended August 2, 2001.*

10.37      Agreement  between the Company and Peter L. Lynch dated June 18, 1999
           is incorporated herein by reference to Exhibit 10.37 to Form 10-Q for
           the quarter ended August 2, 2001.*

10.38      Albertson's Voluntary Separation Plan for officers effective July 18,
           2001  is  incorporated  herein  by  reference  to   Exhibit  10.38 to
           Form 10-Q for the quarter ended August 2, 2001.*

10.39      Albertson's  Severance  Plan for Officers  effective July 18, 2001 is
           incorporated  herein by reference  to Exhibit  10.39 to Form 10-Q for
           the quarter ended August 2, 2001.*

10.40      Employment  Agreement  between the  Company  and Felicia D.  Thornton
           dated   August  6,  2002  is  incorporated  herein  by  reference  to
           Exhibit 10.40 to Form 10-Q for the quarter ended August 2, 2001.*

10.41      Albertson's  Amended and Restated 1995 Stock-Based  Incentive Plan is
           incorporate herein by reference to Exhibit 10.41 to Form 10-Q for the
           quarter ended November 1, 2001.*

                                       24
<PAGE>

Number     Description


10.41.1    Form of 1995 Amended and Restated  Stock-Based  Incentive  Plan Stock
           Option   Agreement   is   incorporated   herein   by   reference   to
           Exhibit 10.41.1 to Form 10-Q for the quarter ended November 1, 2001.*

11         Inapplicable

12         Inapplicable

13         Exhibit 13 consists  of pages 49 to 89 and the inside  back  cover of
           Albertson's,  Inc.  2001  Annual  Report  to  Stockholders  which are
           numbered as pages 1 to 42 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 35; Item 5-page 42;
           Item 6-page 40;   Item 7-pages 1  through 14;   Item 7A-page 12;  and
           Items 8 and 14--pages 15 through 39 and page 41.

16         Inapplicable

18         Inapplicable

21         Subsidiaries of the Registrant

22         Inapplicable

23         Independent Auditors' Consent - Deloitte & Touche LLP

24         Inapplicable



*      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.



                                       25