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 29, 1998       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, 245,778,957        New York Stock Exchange
     shares outstanding on March 27, 1998            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. ( )

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 27, 1998: $9,448,475,914.


                     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
      January 29, 1998,  portions of which are  incorporated  by reference  into
      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 May 22,  1998,(the  "Proxy
      Statement") to be filed within 120 days after the Registrant's fiscal year
      ended January 29, 1998,  portions of which are  incorporated  by reference
      into Part III of this Form 10-K.


                                       1
<PAGE>


                     Documents Incorporated by Reference
                     -----------------------------------

<TABLE>
<S>                                     <C>   

Part II
-------

Item 5 -  Market for the Registrant's   Inside back cover of the Annual Report
          Common Equity and Related     to Stockholders for the year ended
          Stockholder Matters           January 29, 1998

Item 6 -  Selected Financial Data       Page 44 of the Annual Report to
                                        Stockholders for the year ended
                                        January 29, 1998

Item 7 -  Management's Discussion and   Pages 19 to 22 of the Annual
          Analysis of Financial         Report to Stockholders for the
          Condition and Results of      year ended January 29, 1998
          Operations

Item 8 -  Financial Statements and      Pages 23 to 43 and page 45 of the
          Supplementary Data            Annual Report to Stockholders for
                                        the year ended January 29, 1998


Part III
--------

Item 10 - Directors and Executive       The material contained under the
          Officers of the Registrant    headings "Election of Directors,"
                                        "Nominees for Election as Class III
                                        Directors," "Continuing Class I
                                        Directors," "Continuing Class II
                                        Directors" and "Section 16(a)
                                        Beneficial Ownership Reporting
                                        Compliance" in the Proxy Statement

Item 11 - Executive Compensation        The material contained 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

Item 12 - Security Ownership of         The material contained under the
          Certain Beneficial Owners     heading "Voting Securities and
          and Management                Principal Holders Thereof" in the
                                        Proxy Statement

Item 13 - Certain Relationships and     The material contained under the
          Related Transactions          heading "Certain Transactions" in
                                        the Proxy Statement


Part IV
-------

Item 14 - Exhibits, Financial           Pages 23 to 43 and page 45 of the
          Statement Schedules and       Annual Report to Stockholders for
          Reports on Form 8-K           the year ended January 29, 1998

</TABLE>
                                       2
<PAGE>


                           ALBERTSON'S, INC.

                           TABLE OF CONTENTS

<TABLE>
<CAPTION>
Item                                                            Page
----                                                            ----
<S>   <C>                                                        <C>    

                                 PART I

 1.   Business                                                    4

 2.   Properties                                                  5

 3.   Legal Proceedings                                           7

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


                                PART II

 5.   Market for the Registrant's Common Equity and Related
       Stockholder Matters                                        8

 6.   Selected Financial Data                                     8

 7.   Management's Discussion and Analysis of Financial
       Condition and Results of Operations                        8

 7A.  Quantitative and Qualitative Disclosures about
       Market Risk                                                9

 8.   Financial Statements and Supplementary Data                 9

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


                                PART III

10.   Directors and Executive Officers of the Registrant          9

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                                               12

</TABLE>
                                       3
<PAGE>


                                 PART I
                                 ------

Item 1.  Business
-----------------

General

   The Registrant,  Albertson's, Inc. (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. The Company is one of the largest retail  food-drug chains
in the United States. As of January 29, 1998, the Company operated 878 stores in
20  Western,  Midwestern  and  Southern  states.  These  stores  consist  of 768
combination  food-drug  stores,  72 conventional  supermarkets  and 38 warehouse
stores.  Retail  operations  are  supported  by  11  Company-owned  distribution
centers.

   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
nonfoods in addition to specialty  departments such as service seafood and meat,
bakery,  lobby/video,  service delicatessen,  liquor and floral. Some also offer
meal centers,  party  pavilions,  coffee bars and  destination  departments  for
beverages,  snacks,  pet care,  paper  products and baby care.  Food and nonfood
shopping areas are served by a common set of checkstands.

   The Company's  conventional  supermarkets range in size from 15,000 to 35,000
square feet.  These stores offer a full  selection in the basic  departments  of
grocery, meat, produce, dairy and limited non-food lines. Many locations have an
in-store bakery and a service delicatessen.

   The Company's  warehouse  stores are operated  primarily  under the name "Max
Food and  Drug."  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.

   In fiscal 1997 the Company opened its first fuel center. The Company plans to
continue to add fuel centers 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  retail  operations are organized into regions with each region
comprised of four or five divisions.  A senior vice president who also serves as
a  regional  manager  directs  the  operating  divisions  in retail  strategies,
planning, marketing approaches and employee development. Each operating division
is managed by a division vice president or manager.  The division staff includes
district  sales  managers who oversee the operations of 19 stores on average and
merchandising specialists in areas such as grocery, produce,  pharmacy,  liquor,
general  merchandise,  bakery,  meat  and  service  delicatessen.  Merchandising
specialists  serve as advisors to help  maintain  adherence to overall  division
pricing and merchandising  policies. Each store has a store director responsible
for overall store  operations and a front-end  manager  responsible  for service
levels and efficiencies in the stores' checkstand operations.

   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.


                                       4
<PAGE>


   The Company has been able to efficiently  supply its stores with  merchandise
through various means.  Stores are provided with  merchandise from the Company's
distribution  centers,  outside  suppliers or directly from  manufacturers in an
effort to obtain  merchandise at the lowest possible cost. The Company  services
all of its retail stores from Company-owned distribution centers.

   All of the Company's  stores carry a broad range of national brands and offer
"Albertson's  Brands"  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 January 29, 1998,  the Company  employed  approximately  94,000 people,
many of which are  covered by  collective  bargaining  agreements.  The  Company
considers its present relations with employees to be good.

   Albertson's  stores are located in 20 Western,  Midwestern and Southern areas
of the United  States.  The  following is a summary of the stores by state as of
January 29, 1998:

<TABLE>
<CAPTION>
                       Albertson's Retail Stores
                       -------------------------
                       <S>                   <C>
                       Arizona                37
                       Arkansas                1
                       California            176
                       Colorado               50
                       Florida               102
                       Idaho                  33
                       Kansas                  6
                       Louisiana              19
                       Mississippi             3
                       Montana                 8
                       Nebraska                8
                       Nevada                 28
                       New Mexico             21
                       Oklahoma               24
                       Oregon                 48
                       South Dakota            1
                       Texas                 187
                       Utah                   39
                       Washington             78
                       Wyoming                 9
                                             ---
                                             878
                                             ===
</TABLE>


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  543 stores and
approximately 95% 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.

   Prior to 1984 the Company  financed a major  portion of its stores under sale
and leaseback  arrangements.  The leases normally require the Company to pay for
property taxes,  insurance and general  maintenance.  Some of the leases provide
for  contingent  rent in  addition  to minimum  rent if sales  exceed  specified
amounts.  Typically all leases contain  renewal  options which allow the Company
the right to extend the lease for varying additional periods.


                                       5
<PAGE>


   Since  1984  the  Company  has  financed   most  retail  store   construction
internally, rather than through sale and leaseback arrangements,  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 will  continue to finance a portion of its new stores  through lease
transactions when it does not have the option to own the property.

   As of  January  29,  1998,  the  Company  operated  878  stores in the states
discussed in Item 1. An analysis of stores listed by division is as follows:

<TABLE>
<CAPTION>
                                                              Number
                                                             of Stores
                                                             ---------
   <S>                                                          <C>  
   Idaho (Southern Idaho (30), Northern Nevada (10),
      Eastern Oregon (4) and Wyoming (1))                        45
   Inland Empire (Eastern Washington (18),
      Montana (8) and Northern Idaho (3))                        29
   Utah (Utah (39) and Wyoming (1))                              40
   Western Washington                                            55
   Oregon (Western Oregon (44) and Washington (5))               49
   Southern California (California (128) and
      Southern Nevada (18))                                     146
   Northern California                                           47
   Rocky Mountain (Colorado (50), Wyoming (7),
      New Mexico (1) and South Dakota (1))                       59
   Southwest (Arizona (37), New Mexico (20), Texas (4)
      and California (1))                                        62
   Midwest (Oklahoma (24), Nebraska (8) and Kansas (6))          38
   Houston (Texas (29), Louisiana (16) and Mississippi (3))      48
   San Antonio (Texas (44))                                      44
   Dallas/Ft. Worth (Texas (110), Louisiana (3) and
      Arkansas (1))                                             114
   Florida                                                      102
                                                                ---
                                                                878
                                                                ===
</TABLE>


   The following is a summary of stores, by classification,  as of the indicated
fiscal year end:

<TABLE>
<CAPTION>
                            1997       1996       1995       1994       1993
                            ----       ----       ----       ----       ----
   <S>                       <C>        <C>        <C>        <C>        <C>
   Combination Food-Drug     768        715        646        588        536
   Conventional Stores        72         72         78         88         96
   Warehouse Stores           38         39         40         44         44
                             ---        ---        ---        ---        ---
                             878        826        764        720        676
                             ===        ===        ===        ===        ===
</TABLE>

   The following table  summarizes the Company's  retail square footage by store
type as of the indicated fiscal year end (in thousands):

<TABLE>
<CAPTION>
                           1997       1996       1995       1994       1993
                          ------     ------     ------     ------     ------
   <S>                    <C>        <C>        <C>        <C>        <C>
   Combination Food-Drug  38,904     35,886     32,217     29,217     26,602
   Conventional Stores     2,105      2,113      2,261      2,524      2,741
   Warehouse Stores        1,792      1,841      1,881      2,037      2,031
                          ------     ------     ------     ------     ------
                          42,801     39,840     36,359     33,778     31,374
                          ======     ======     ======     ======     ======
</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 1997 approximately 77% of the merchandise
purchased for resale in Company  retail  stores was received from  Company-owned
distribution centers.


                                       6
<PAGE>


   Albertson's  distribution system consists of 11 Company-owned centers located
strategically  throughout the Company's  operating  markets.  The following is a
summary of the Company's distribution and manufacturing facilities as of January
29, 1998:

<TABLE>
<CAPTION>
   Location                                           Square Footage
   --------                                           --------------
   <S>                                                  <C>
   Fort Worth, Texas
     Groceries, Frozen Food, Produce, Meat and Deli     1,100,000
   Brea, California
     Groceries, Frozen Food, Produce, Liquor,
     Meat and Deli                                      1,018,000
     Central Bakery                                        41,000
   Plant City, Florida
     Groceries, Frozen Food, Produce, Liquor, Meat,
     Deli and high-volume Health and Beauty Care          979,000
   Portland, Oregon
     Groceries, Frozen Food, Produce, Meat and Deli       790,000
   Houston, Texas
     Groceries, Frozen Food, Produce, Meat and Deli       698,000
   Phoenix, Arizona
     Groceries, Frozen Food, Produce, Liquor, Meat,
     Deli and high-volume Health and Beauty Care          687,000
   Salt Lake City, Utah
     Groceries, Frozen Food, Produce, Meat and Deli       647,000
   Sacramento, California
     Groceries, Frozen Food, Produce, Liquor, Meat
     and Deli                                             421,000
   Ponca City, Oklahoma
     Health and Beauty Care, General Merchandise
     and Pharmaceuticals                                  419,000
   Denver, Colorado
     Groceries, Frozen Food, Produce, Meat and Deli       355,000
   Boise, Idaho
     Health and Beauty Care and General Merchandise       238,000
     Ice Cream Plant                                       11,000
                                                        ---------
                                                        7,404,000
                                                        =========
</TABLE>

   As of January 29, 1998,  the Company held title to the land and  buildings of
52% of the Company's stores and held title to the buildings on leased land of an
additional 10% of the Company's stores. The Company also holds title to the land
and  buildings  of the  Company's  corporate  headquarters  in Boise,  Idaho,  8
division offices and all of the distribution facilities.


Item 3.  Legal Proceedings
--------------------------

   Three civil  lawsuits filed in September  1996 as purported  statewide  class
actions in  Washington,  California  and Florida and two civil lawsuits filed in
April 1997 in federal  court in Boise,  Idaho,  as purported  multi-state  class
actions  (including  the remaining  states in which the Company  operated at the
time) have been brought against the Company raising various issues that include:
(i)  allegations  that the Company has a widespread  practice of permitting  its
employees  to work  "off-the-clock"  without  being paid for their work and (ii)
allegations  that the  Company's  bonus  and  workers'  compensation  plans  are
unlawful.  Four of these suits are being  sponsored  and  financed by the United
Food and Commercial Workers (UFCW) International Union. The five suits have been
consolidated in Boise,  Idaho. In addition,  three other similar suits have been
filed as purported  class actions in Colorado,  New Mexico and Nevada which,  in
effect,  duplicate  the coverage of the  UFCW-sponsored  suits.  These cases may
ultimately  be  transferred  to,  or   consolidated   with,  the  pending  Boise
litigation.


                                       7
<PAGE>


   The  Company  is  committed  to full  compliance  with all  applicable  laws.
Consistent with this commitment, the Company has firm and long-standing policies
in  place  prohibiting  off-the-clock  work and has  structured  its  bonus  and
workers'  compensation plans to comply with applicable law. The Company believes
that the UFCW-sponsored suits are part of a broader and continuing effort by the
UFCW and some of its locals to pressure  the Company to unionize  employees  who
have not expressed a desire to be represented by a union. The Company intends to
vigorously  defend  against  all of these  lawsuits,  and,  at this stage of the
litigation, the Company believes that it has strong defenses against them.

   Although  these  lawsuits  are subject to the  uncertainties  inherent in the
litigation process, based on the information presently available to the Company,
management  does not expect the ultimate  resolution  of these actions to have a
material  adverse  effect  on the  Company's  financial  condition,  results  of
operations or cash flows.

   The Company is also involved in routine litigation  incidental to operations.
In the opinion of management, the ultimate resolution of these legal proceedings
will not have a material  adverse effect on the Company's  financial  condition,
results of operations or cash flows.


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

   No matters  were  submitted  during  the fourth  quarter of 1997 to a vote of
security holders through the solicitation of proxies or otherwise.



                                   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 captions  "Company Stock
Information"  and  "Stockholders  of  Record"  on the  inside  back cover of the
Company's 1997 Annual Report to  Stockholders.  This information is incorporated
herein by this reference thereto. The market value of the Company's common stock
on March 27, 1998, was $51.0625 per share.


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

   Selected financial data of the Company for the fiscal years 1993 through 1997
is included  under the caption  "Five Year Summary of Selected  Financial  Data"
on page 44 of the Company's 1997 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  under the  caption
"Financial  Review" on pages 19 to 22 of the  Company's  1997  Annual  Report to
Stockholders. This information is incorporated herein by this reference thereto.


                                       8
<PAGE>


Item 7A. Quantitative and Qualitative Disclosures about Market Risk
-------------------------------------------------------------------

   The  Company is exposed to certain  market  risks  which are  inherent in the
Company's  financial  instruments which arise from transactions  entered into in
the normal  course of  business.  Although  the  Company  currently  utilizes no
material   derivative   financial   instruments  which  expose  the  Company  to
significant market risk, the Company is exposed to cash flow and fair value risk
due to changes in interest rates with respect to its long-term debt borrowings.

   The Company is subject to interest rate risk on its long-term  fixed interest
rate  debt  borrowings.   Commercial  paper  borrowings  do  not  give  rise  to
significant  interest rate risk because these borrowings have maturities of less
than three months.  All things being equal,  the fair value of debt with a fixed
interest  rate will  increase  as interest  rates fall,  and the fair value will
decrease as interest  rates rise.  The Company  manages its exposure to interest
rate risk by utilizing a combination  of fixed rate  borrowings  and  commercial
paper borrowings.

   The table below presents  principal cash flows and related  weighted  average
interest rates of the Company's long-term debt borrowings  (excluding commercial
paper) at January 29, 1998 by expected maturity dates (in millions):

<TABLE>
<CAPTION>
                                                      There-            Fair
                   1998   1999   2000    2001   2002   after   Total   Value
                  -----   ----  ------   ----   ----  ------  ------  ------
<S>               <C>     <C>   <C>      <C>    <C>   <C>     <C>     <C>

Long-Term Debt    $86.5   $1.1  $290.9   $1.5   $1.7  $411.2  $792.9  $833.8
Weighted average
  interest rate    5.71%  8.73%   6.31%  9.08%  9.34%   7.28%   6.77%
</TABLE>


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 23 to 43 and page 45 of the
Company's 1997 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.


                                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 headings "Election of Directors,"  "Nominees for Election
as Class III Directors,"  "Continuing  Class I Directors,"  "Continuing Class II
Directors" and "Section 16(a) Beneficial Ownership Reporting  Compliance" in the
Company's  definitive proxy statement for use in connection with the 1998 Annual
Meeting of  Stockholders  (the "Proxy  Statement")  to be filed  within 120 days
after the  Company's  fiscal year ended  January 29, 1998,  and is  incorporated
herein by this reference thereto.


                                       9
<PAGE>


Executive Officers
------------------

<TABLE>
<CAPTION>
                     Age                                 Date First Appointed
                    as of                                   as an Executive
     Name          3/27/98         Position                      Officer
     ----          -------         --------              --------------------
<S>                   <C>   <C>                                 <C>   

Gary G. Michael       57    Chairman of the Board and           12/02/74
                            Chief Executive Officer

John B. Carley        64    Chairman of the Executive           04/05/76
                            Committee of the Board

Richard L. King       48    President and Chief Operating       01/01/94
                            Officer

Carl W. Pennington    60    Executive Vice President,           08/02/87
                            Corporate Merchandising

Michael F. Reuling    51    Executive Vice President,           12/30/79
                            Store Development

Thomas R. Saldin      51    Executive Vice President,           12/26/83
                            Administration and
                            General Counsel

Ronald D. Walk        54    Executive Vice President,           05/28/84
                            Retail Operations

Thomas E. Brother     56    Senior Vice President,              07/30/89
                            Distribution

William H. Emmons     48    Senior Vice President and           02/02/96
                            Regional Manager

Dennis C. Lucas       50    Senior Vice President and           02/02/96
                            Regional Manager

A. Craig Olson        46    Senior Vice President, Finance      12/22/86
                            and Chief Financial Officer

David G. Simonson     51    Senior Vice President and           02/02/96
                            Regional Manager

Patrick S. Steele     48    Senior Vice President,              06/10/90
                            Information Systems and
                            Technology

Steven D. Young       49    Senior Vice President, Human        12/02/91
                            Resources

Robert K. Banks       48    Group Vice President,               12/02/96
                            Real Estate

David G. Dean         47    Group Vice President,               12/02/91
                            Procurement

Peggy Jo Jones        45    Group Vice President, Employee      11/29/93
                            Development and Communications

Richard J. Navarro    45    Group Vice President and            11/29/93
                            Controller
</TABLE>

                                       10
<PAGE>


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

     John B. Carley became  Chairman of the Executive  Committee of the Board on
February 2, 1996.  Previously he served as President and Chief Operating Officer
from 1991.

     Richard L. King was promoted to President  and Chief  Operating  Officer on
February 2, 1996.  Previously  he served as Senior Vice  President  and Regional
Manager from November 1994;  Group Vice  President,  Merchandising  from January
1994; and Vice President, Rocky Mountain Division from 1992.

     Carl W.  Pennington  was promoted to Executive  Vice  President,  Corporate
Merchandising  on  February  2,  1996.  Previously  he  served  as  Senior  Vice
President,  Corporate  Merchandising  from 1994 and Senior  Vice  President  and
Regional Manager from 1988.

     Michael  F.  Reuling  has  served  as  Executive  Vice   President,   Store
Development since 1986.

     Thomas R. Saldin has served as Executive Vice President, Administration and
General Counsel since 1991.

     Ronald D. Walk was promoted to Executive Vice President,  Retail Operations
on February 2, 1996.  Previously he served as Senior Vice President and Regional
Manager from 1984.

     Thomas E. Brother has served as Senior Vice President,  Distribution  since
1991.

     William H.  Emmons was  promoted  to Senior  Vice  President  and  Regional
Manager on February 2, 1996. Previously he served as Vice President, North Texas
Division from 1993 and Vice President, Texas Division from 1988.

     Dennis C. Lucas was promoted to Senior Vice President and Regional  Manager
on February 2, 1996.  Previously he served as Vice  President,  Oregon  Division
from 1995; Vice President, Midwest Division from 1993; Division Manager, Midwest
Division  from July  1992;  and  Director  of  Operations,  Southern  California
Division from February 1992.

     A.  Craig  Olson has served as Senior  Vice  President,  Finance  and Chief
Financial Officer since 1991.

     David G.  Simonson  was  promoted to Senior  Vice  President  and  Regional
Manager on February 2, 1996.  Previously he served as Vice  President,  Southern
California Division from 1991.

     Patrick S.  Steele  was  promoted  to Senior  Vice  President,  Information
Systems and  Technology in 1993.  Previously he served as Group Vice  President,
Management Information Systems from 1990.

     Steven D. Young was promoted to Senior Vice  President,  Human Resources in
1993. Previously he served as Group Vice President, Human Resources from 1991.

     Robert K.  Banks was  promoted  to Group  Vice  President,  Real  Estate on
December 2, 1996. Previously he served as Vice President, Real Estate from 1990.

     David G. Dean has served as Group Vice President, Procurement since 1991.

     Peggy Jo Jones was promoted to Group Vice President,  Employee  Development
and  Communications  in November 1993.  Previously she served as Vice President,
Employee Development and Communications from September 1993; and Vice President,
Retail Accounting from 1992.


                                       11
<PAGE>


     Richard J. Navarro was promoted to Group Vice  President and  Controller in
1993. Previously he served as Vice President and Controller from 1989.


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.



                                PART IV
                                -------


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

(a)1      Financial Statements:

             The Independent  Auditors'  Report,  together with the Consolidated
          Financial  Statements and the related notes thereto,  are listed below
          and are incorporated herein by this reference thereto from pages 23 to
          43 of the Company's  Annual Report to Stockholders  for the year ended
          January 29, 1998:

             Consolidated  Earnings -- years ended January 29, 1998; January 30,
               1997; February 1, 1996.

             Consolidated  Balance Sheets -- January 29, 1998; January 30, 1997;
               February 1, 1996.

             Consolidated  Cash Flows -- years ended  January 29, 1998;  January
               30, 1997; February 1, 1996.

             Consolidated  Stockholders' Equity -- years ended January 29, 1998;
               January 30, 1997; February 1, 1996.

             Notes to Consolidated Financial Statements.

             Independent Auditors' Report.


                                       12
<PAGE>


          Quarterly Financial Data:

             Quarterly  Financial  Data for the years ended January 29, 1998 and
          January  30,  1997 is set  forth on page 45 of the  Annual  Report  to
          Stockholders  for the year ended January 29, 1998, 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 17 hereof.

(b)       Reports on Form 8-K:

              There were no reports on Form 8-K during the quarter ended January
          29, 1998.

   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  Company's  Registration  Statements  on Form S-8 Nos.  2-80776,
33-2139, 33-7901, 33-15062, 33-43635, 33-62799 and 33-59803.

   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.


Cautionary Statement for Purposes of "Safe Harbor Provisions"
-------------------------------------------------------------
of the Private Securities Litigation Reform Act of 1995
-------------------------------------------------------

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


                                       13
<PAGE>


   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,  adverse  effects  of  failure to
achieve  Year 2000  compliance,  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 successfully  implement new technology and stability of
product costs.

   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.


                                       14
<PAGE>


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


                                       15
<PAGE>


Date:  April 9, 1998

   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 9, 1998.

<TABLE>
<S>                                          <C> 
       GARY G. MICHAEL                                JOHN B. CARLEY
---------------------------------            --------------------------------
       Gary G. Michael                                John B. Carley
  (Chairman of the Board and                    (Chairman of the Executive 
  Chief Executive Officer and                   Committee of the Board and
          Director)                                      Director)


        A. CRAIG OLSON                              RICHARD J. NAVARRO
---------------------------------            --------------------------------
        A. Craig Olson                              Richard J. Navarro
 (Senior Vice President, Finance                (Group Vice President and
   and Chief Financial Officer)                        Controller)
                                                (Chief Accounting Officer)


       KATHRYN ALBERTSON                               A. GARY AMES
---------------------------------            -------------------------------- 
       Kathryn Albertson                               A. Gary Ames
           (Director)                                   (Director)


        CECIL D. ANDRUS                              PAUL I. CORDDRY
--------------------------------             --------------------------------
        Cecil D. Andrus                              Paul I. Corddry
           (Director)                                   (Director)


         JOHN B. FERY                                CLARK A. JOHNSON
--------------------------------             --------------------------------
         John B. Fery                                Clark A. Johnson
          (Director)                                   (Director)


        CHARLES D. LEIN                              WARREN E. McCAIN
---------------------------------            --------------------------------
        Charles D. Lein                              Warren E. McCain
          (Director)                                   (Director)


         BEATRIZ RIVERA                                J. B. SCOTT
---------------------------------            --------------------------------
         Beatriz Rivera                                J. B. Scott
          (Director)                                   (Director)


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


         STEVEN D. SYMMS
---------------------------------
         Steven D. Symms
          (Director)

</TABLE>

                                       16
<PAGE>



                         Index to Exhibits
                    Filed with the Annual Report
                        on Form 10-K for the
                    Year Ended January 29, 1998

<TABLE>
<CAPTION>
Number    Description
------    -----------
<S>       <C>
 2        Inapplicable

 3.1      Restated Certificate of Incorporation(1)

 3.1.1    Certificate of Designation, Preferences and Rights of Series A
          Junior Participating Preferred Stock(2)

 3.2      By-Laws dated December 2, 1996(3)

 4.1      Stockholder Rights Plan Agreement(4)

 4.2      Indenture,  dated as of May 1, 1992,  between  Albertson's,  Inc., and
          Morgan Guaranty Trust Company of New York as Trustee(5)

 9        Inapplicable

10.1      J. A. and Kathryn Albertson Foundation Inc. Stock Agreement
          (dated May 21, 1997)(6)*

10.1.1    Waiver regarding Alscott Limited Partnership #1 Stock
          Agreement (dated May 21, 1997)(6)*

10.1.2    Waiver regarding Kathryn Albertson Stock Agreement (dated
          May 21, 1997)(6)*

10.5      Form of Beneficiary Agreement for Key Executive Life Insurance(7)*

10.6      Executive Deferred Compensation Plan (amended and restated
          February 1, 1989)(8)*

10.6.1    Amendment to Executive Deferred Compensation Plan (dated
          December 4, 1989)(9)*

10.7      Senior Operations Executive Officer Bonus Plan(2)*

10.9      Description of Bonus Incentive Plans (amended December 3,
          1984)(10)*

10.10     Agreement Among Albertson's, Inc., Theo Albrecht Stiftung and
          Theo Albrecht dated as of February 15, 1980(11)

10.10.1   Letter Amendment of October 13, 1982 regarding Exhibit 10.10(12)

10.10.2   First Amendment dated April 11, 1984 to Agreement among
          Albertson's, Inc., Theo Albrecht Stiftung and Theo Albrecht(13)

10.10.3   Second Amendment dated September 25, 1989 to Agreement among
          Albertson's, Inc., Markus Stiftung and Theo Albrecht(9)

10.10.4   Third Amendment dated December 5, 1994 to Agreement among
          Albertson's, Inc., Markus Stiftung and Theo Albrecht(14)

10.11     1982 Incentive Stock Option Plan (amended March 4, 1991)(15)*
</TABLE>


                                       17
<PAGE>


<TABLE>
<CAPTION>
Number    Description
------    -----------
<S>       <C>    
10.12     Form of 1982 Incentive Stock Option Agreement (amended
          November 30, 1987)(16)*

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)(17)*

10.13     Executive Pension Makeup Plan (amended and restated February 1,
          1989)(8)*

10.13.1   First Amendment to Executive Pension Makeup Plan (dated June 8,
          1989)(18)*

10.13.2   Second Amendment to Executive Pension Makeup Plan (dated January 12,
          1990)(19)*

10.13.3   Third Amendment to Executive Pension Makeup Plan (dated January 31,
          1990)(20)*

10.13.4   Fourth Amendment to Executive Pension Makeup Plan (effective
          January 1, 1995)(14)*

10.13.5   Amendment to Executive  Pension Makeup Plan (retroactive to January 1,
          1990)(21)*

10.14     Credit Agreement (dated October 5, 1994)(22)

10.14.1   Amendment No. 1 to Credit Agreement (dated October 25, 1995)(23)

10.14.2   Amended and Restated Credit Agreement (dated December 17, 1996)(2)

10.15     Senior Executive Deferred Compensation Plan (amended and
          restated February 1, 1989)(8)*

10.15.1   Amendment to Senior Executive Deferred Compensation Plan (dated
          December 4, 1989)(9)*

10.16     1986 Nonqualified Stock Option Plan (amended March 4, 1991)(15)*

10.17     Form of 1986 Nonqualified Stock Option Plan Stock Option Agreement
          (amended November 30, 1987)(16)

10.18     Executive Pension Makeup Trust (dated February 1, 1989)(8)*

10.19     Executive Deferred Compensation Trust (dated February 1, 1989)(8)*

10.20     1990 Deferred Compensation Plan(15)*

10.20.1   Amendment  to  1990  Deferred   Compensation  Plan  (dated  April  12,
          1994)(24)*

10.20.2   Amendment to 1990 Deferred Compensation Plan (dated November 5,
          1997)*

10.21     Non-Employee Directors' Deferred Compensation Plan(15)*

10.22     1990 Deferred Compensation Trust (dated November 20, 1990)(15)*

10.23     Letter Agreement with John B. Carley (dated December 4, 1995)(21)*

10.24     1995 Stock-Based Incentive Plan (dated May 26, 1995)(25)*
</TABLE>

                                       18
<PAGE>


<TABLE>
<CAPTION>
Number    Description
------    -----------
<S>       <C>
10.24.1   Form of 1995 Stock-Based Incentive Plan Stock Option Agreement
          (dated December 4, 1995)(21)*

10.25     1995 Stock Option Plan for Non-Employee Directors (dated
          May 26, 1995)(25)*

10.25.1   Form of 1995 Stock Option Plan for Non-Employee Directors Agreement
          (dated May 30, 1995)(25)*

11        Inapplicable

12        Inapplicable

13        Exhibit 13  consists  of pages 19 to 45 and the  inside  back cover of
          Albertson's,  Inc.  1997  Annual  Report  to  Stockholders  which  are
          numbered as pages 1 to 28 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 5--page 28; Item 6--page 26;
          Item  7--pages 1 through 4; and Items 8 and 14--pages 5 through 25 and
          page 27.

16        Inapplicable

18        Inapplicable

21        Inapplicable

22        Inapplicable

23        Independent Auditors' Consent

24        Inapplicable

27        Financial Data Schedule - Fiscal Year 1997

27.1      Restated Financial Data Schedule - Quarters 1, 2 and 3 of 1997

27.2      Restated Financial Data Schedule - Fiscal Year and Quarters 1, 2 and
          3 of 1996

27.3      Restated Financial Data Schedule - Fiscal Year 1995

99.1      Agreement and Plan of Merger among Albertson's, Inc., Locomotive
          Acquisition Corp. and Buttrey Food and Drug Stores Company (dated as
          of January 19, 1998)(26)

99.2      Tender and Option Agreement (dated as of January 19, 1998)(26)

</TABLE>

   *  Identifies  management  contracts or  compensatory  plans or  arrangements
      required to be filed as an exhibit hereto.

 (1)  Exhibit 3.1 is  incorporated  herein by  reference  to Exhibit 3.1 of Form
      10-Q for the quarter ended May 2, 1991.

 (2)  Exhibits 3.1.1, 10.7 and 10.14.2 are incorporated  herein by reference to
      Exhibits 3.1.1, 10.7 and 10.14.2, respectively, of Form 10-K for the year
      ended January 30, 1997.


                                       19
<PAGE>


 (3)  Exhibit 3.2 is  incorporated  herein by  reference  to Exhibit 3.2 of Form
      10-Q for the quarter ended October 31, 1996.

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

 (5)  Exhibit 4.2 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. 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.

 (6)  Exhibits 10.1,  10.1.1 and 10.1.2 are incorporated  herein by reference to
      Exhibits  10.1,  10.1.1  and  10.1.2,  respectively,  of Form 10-Q for the
      quarter ended May 1, 1997.

 (7)  Exhibit 10.5 is incorporated herein by reference to Exhibit 10.5.1 of Form
      10-K for the year ended January 30, 1986.

 (8)  Exhibits 10.6, 10.13,  10.15,  10.18 and 10.19 are incorporated  herein by
      reference to Exhibits 10.6, 10.13,  10.15, 10.18 and 10.19,  respectively,
      of Form 10-K for the year ended February 2, 1989.

 (9)  Exhibits 10.6.1,  10.10.3 and 10.15.1 are incorporated herein by reference
      to Exhibits 10.6.1,  10.10.3 and 10.15.1,  respectively,  of Form 10-Q for
      the quarter ended November 2, 1989.

(10)  Exhibit 10.9 is  incorporated  herein by reference to Exhibit 10.9 of Form
      10-K for the year ended January 31, 1985.

(11)  Exhibit 10.10 is incorporated herein by reference to exhibit 10.10 of Form
      10-K for the year ended January 29, 1981.

(12)  Exhibit 10.10.1 is incorporated  herein by reference to Exhibit 10.10.1 of
      the Form 10-K for the year ended February 3, 1983.

(13)  Exhibit 10.10.2 is incorporated  herein by reference to Exhibit 10.10.2 of
      Form 10-Q for the quarter ended May 3, 1994.

(14)  Exhibits  10.10.4 and  10.13.4 are  incorporated  herein by  reference  to
      Exhibits  10.10.4 and 10.13.4 of Form 10-K for the year ended  February 2,
      1995.

(15)  Exhibits 10.11,  10.16,  10.20, 10.21 and 10.22 are incorporated herein by
      reference to Exhibits 10.11, 10.16, 10.20, 10.21 and 10.22,  respectively,
      of Form 10-K for the year ended January 31, 1991. Exhibit 10.11 expired by
      its terms  February 29, 1992.  Notwithstanding  such  expiration,  certain
      agreements  for  the  options   granted  under  this  option  plan  remain
      outstanding.

(16)  Exhibits 10.12 and 10.17 are incorporated  herein by reference to Exhibits
      10.12 and 10.17, respectively,  of Form 10-Q for the quarter ended October
      29, 1987.

(17)  Exhibit 10.12.1 is incorporated  herein by reference to Exhibit 10.12.1 of
      Form 10-Q for the quarter ended August 3, 1989.


                                       20
<PAGE>


(18)  Exhibit 10.13.1 is incorporated  herein by reference to Exhibit 10.13.1 of
      Form 10-Q for the quarter ended May 4, 1989.

(19)  Exhibit 10.13.2 is incorporated  herein by reference to Exhibit 10.13.2 of
      Form 10-K for the year ended February 1, 1990.

(20)  Exhibit 10.13.3 is incorporated  herein by reference to Exhibit 10.13.3 of
      Form 10-Q for the quarter ended August 2, 1990.

(21)  Exhibits 10.13.5,  10.23 and 10.24.1 are incorporated  herein by reference
      to Exhibits 10.13.5, 10.23 and 10.24.1, respectively, of Form 10-K for the
      year ended February 1, 1996.

(22)  Exhibit 10.14 is incorporated herein by reference to Exhibit 10.14 of Form
      10-Q for the quarter ended November 3, 1994.

(23)  Exhibit 10.14.1 is incorporated  herein by reference to Exhibit 10.14.1 of
      Form 10-Q for the quarter ended November 2, 1995.

(24)  Exhibit 10.20.1 is incorporated  herein by reference to Exhibit 10.20.1 of
      Form 10-Q for the quarter ended August 4, 1994.

(25)  Exhibits 10.24, 10.25 and 10.25.1 are incorporated  herein by reference to
      Exhibits  10.24,  10.25 and  10.25.1,  respectively,  of Form 10-Q for the
      quarter ended May 4, 1995.

(26)  Exhibits  99.1 and 99.2 are  incorporated  herein by reference to Exhibits
      99.1 and 99.2,  respectively,  of the Company's  Tender Offer Statement on
      Schedule 14D-1 dated January 26, 1998.


                                       21