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 28, 1999       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, 245,820,750        New York Stock Exchange
     shares outstanding on March 26, 1999            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 26, 1999: $10,339,370,895.


                     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 28, 1999,  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 May 28,  1999,(the  "Proxy
      Statement") to be filed within 120 days after the Registrant's fiscal year
      ended January 28, 1999,  portions of which are  incorporated  by reference
      into Part III of this Form 10-K.

                                     Page 1
<PAGE>
<TABLE>

                     Documents Incorporated by Reference
                     -----------------------------------
<CAPTION>
Part I
------
<S>       <C>                           <C>    
Item 3 -  Legal Proceedings             Page 43 of the Annual Report
                                        to stockholders for the year ended
                                        January 28, 1999


Part II
-------

Item 5 -  Market for the Registrant's   Page 50 of the Annual Report
          Common Equity and Related     to Stockholders for the year ended
          Stockholder Matters           January 28, 1999

Item 6 -  Selected Financial Data       Page 46 of the Annual Report to
                                        Stockholders for the year ended
                                        January 28, 1999

Item 7 -  Management's Discussion and   Pages 19 to 23 of the Annual
          Analysis of Financial         Report to Stockholders for the
          Condition and Results of      year ended January 28, 1999
          Operations

Item 7A - Quantitative and Qualitative  Page 22 of the Annual Report to
          Disclosures about Market      Stockholders for the year ended 
          Risk                          January 28, 1999

Item 8 -  Financial Statements and      Pages 24 to 45 and page 47 of the
          Supplementary Data            Annual Report to Stockholders for
                                        the year ended January 28, 1999


Part III
--------

Item 10 - Directors and Executive       The material contained under the
          Officers of the Registrant    heading "Election of Directors" in
                                        the Proxy Statement

Item 11 - Executive Compensation        The material contained under the
                                        headings "Summary Compensation
                                        Table," "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 24 to 45 and page 47 of the
          Statement Schedules and       Annual Report to Stockholders for
          Reports on Form 8-K           the year ended January 28, 1999
</TABLE>

                                     Page 2


<PAGE>
<TABLE>

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


<CAPTION>
Item                                                            Page
----                                                            ----

                                 PART I
<S>   <C>                                                        <C>     
      Business Combination                                        4

      Cautionary Statement                                        4

 1.   Business                                                    5

 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                                        9

 6.   Selected Financial Data                                     9

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

 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                       10


                                PART III

10.   Directors and Executive Officers of the Registrant         10

11.   Executive Compensation                                     11

12.   Security Ownership of Certain Beneficial Owners
       and Management                                            11

13.   Certain Relationships and Related Transactions             11


                                PART IV

14.   Exhibits, Financial Statement Schedules and Reports
       on Form 8-K                                               12

</TABLE>

                                     Page 3

<PAGE>


                                 PART I


Business Combination
--------------------

     On August 2, 1998, the Company entered into a definitive  merger  agreement
with American  Stores  Company (ASC) which was approved by the  stockholders  of
Albertson's and ASC on November 12, 1998. The agreement  provides for a business
combination  between the Company and ASC in which ASC will become a wholly owned
subsidiary of the Company (the Merger).  Under the terms of the  agreement,  the
holders of ASC common  stock will be issued  0.63 shares of  Albertson's,  Inc.,
common  stock in exchange  for each share of ASC common  stock,  with cash being
paid in lieu of fractional  shares,  in a  transaction  intended to qualify as a
pooling of interests for  accounting  purposes and as a tax-free  reorganization
for  federal  income  tax  purposes.  The  transaction  is  subject  to  certain
regulatory  clearance  and is  expected  to close  during the latter part of the
Company's first fiscal quarter or early in the second fiscal quarter of 1999.

     The Merger  will  result in a charge to  operations  of  approximately  $65
million for  transaction  fees and costs  incident  to the  Merger.  These costs
consist  primarily  of  investment  banking,  legal,  accounting,  printing  and
regulatory  filing fees.  Costs of integrating  the two companies will result in
additional significant non-recurring charges to the results of operations of the
combined  company;  however,  the  actual  amount  of  such  charges  cannot  be
determined  until the transition  plan relating to the integration of operations
is completed.  It is expected  that such charges will have a material  effect on
the combined company's results of operations for the quarter in which the Merger
is consummated  and additional  significant  charges  relating to the Merger may
also be recognized in subsequent quarters.


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,
including  statements  about the  ability of the  Company  and ASC to obtain the
necessary  regulatory  approvals and satisfy other  conditions to the closing of
the  merger  transaction  and with  respect  to the  future  performance  of the
combined companies.  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.

   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 implement  new  technology  successfully,  stability of
product  costs,  the  ability  of the  Company  and ASC to obtain  the  required
regulatory  approvals  on terms  acceptable  to  them,  adverse  changes  in the
business or  financial  condition  of the Company or ASC prior to the closing of
the merger  transaction and the Company's ability to integrate the operations of
ASC.

                                     Page 4
<PAGE>

   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. (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 28, 1999, the Company operated 983 stores in
25  Western,  Midwestern  and  Southern  states.  These  stores  consist  of 866
combination  food-drug  stores,  86 conventional  supermarkets  and 31 warehouse
stores.  Retail  operations  are  supported  by  11  Company-owned  distribution
centers.  The Company's  distribution centers provide product exclusively to the
Company's retail stores.

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

   The Company's  conventional  supermarkets  range in size from 8,000 to 35,000
square feet.  These stores offer a full  selection in the basic  departments  of
grocery, meat, produce, dairy and limited 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.

   As of January 28,  1999,  the  Company  operated  17 fuel  centers  which are
located near existing stores.  These centers feature three to six fuel pumps and
a small building,  ranging in size from a pay-only kiosk to a small  convenience
store, featuring such items as candy, soft drinks and snack foods.

   The Company's  retail  operations are organized into regions with each region
comprised of four or five divisions.  A regional president 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 16 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,  department
managers and a front-end manager.

                                     Page 5
<PAGE>

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

   The Company 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 28, 1999, the Company  employed  approximately  100,000 people,
many of whom are  covered  by  collective  bargaining  agreements.  The  Company
considers its present relations with employees to be good.

   Albertson's  stores are located in 25 Western,  Midwestern and Southern areas
of the United  States.  The  following is a summary of the stores by state as of
January 28, 1999:

<TABLE>
<CAPTION>
                            Albertson's Retail Stores
                            --------------------------
                            <S>                    <C>
                            Arizona                 41
                            Arkansas                 2
                            California             177
                            Colorado                50
                            Florida                104
                            Georgia                  1
                            Idaho                   35
                            Iowa                     3
                            Kansas                   6
                            Louisiana               23
                            Mississippi              6
                            Missouri                10
                            Montana                 34
                            Nebraska                10
                            Nevada                  31
                            New Mexico              22
                            North Dakota             2
                            Oklahoma                25
                            Oregon                  50
                            South Dakota             1
                            Tennessee               21
                            Texas                  197
                            Utah                    43
                            Washington              77
                            Wyoming                 12
                                                   ---
                                                   983
                                                   ===
                
</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  631 stores and
approximately 93% 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.

                                       Page 6

<PAGE>

   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.

   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  28,  1999,  the  Company  operated  983  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 (32), Northern Nevada (11),
      Eastern Oregon (1) and Wyoming (1))                        45
   Inland Empire (Eastern Washington (18),
      Oregon (3) and Northern Idaho (3))                         24
   Utah (Utah (43) and Wyoming (1))                              44
   Western Washington                                            54
   Oregon (Western Oregon (46) and Washington (5))               51
   Southern California (California (128) and
      Southern Nevada (20))                                     148
   Northern California                                           48
   Rocky Mountain (Colorado (50), Wyoming (10),
      New Mexico (1) and South Dakota (1))                       62
   Southwest (Arizona (41), New Mexico (21), Texas (3)
      and California (1))                                        66
   Big Sky (Montana (34) and North Dakota (2))                   36
   Midwest (Oklahoma (25), Nebraska (10), Kansas (6)
      and Iowa (3))                                              44
   Missouri                                                      10
   Houston (Texas (35) and Louisiana (19))                       54
   San Antonio (Texas (47))                                      47
   Dallas/Ft. Worth (Texas (112), Louisiana (4) and
      Arkansas (1))                                             117
   Tennessee (Tennessee (21), Mississippi (6),
      Georgia (1) and Arkansas (1))                              29
   Florida                                                      104
                                                                ---
                                                                983
                                                                ===
</TABLE>

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

<TABLE>
<CAPTION>
                                              1998           1997           1996          1995           1994
                                              ----           ----           ----          ----           ----
    <S>                                        <C>            <C>            <C>           <C>            <C>    
    Combination Food-Drug                      866            768            715           646            588
    Conventional Stores                         86             72             72            78             88
    Warehouse Stores                            31             38             39            40             44
                                               ---            ---            ---           ---            ---
                                               983            878            826           764            720
                                               ===            ===            ===           ===            ===
</TABLE>
  
                                     Page 7
<PAGE>

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

<TABLE>
<CAPTION>
                                              1998           1997          1996           1995           1994
                                              ----           ----          ----           ----           ----
    <S>                                     <C>            <C>           <C>            <C>            <C>  
    Combination Food-Drug                   44,601         38,904        35,886         32,217         29,217
    Conventional Stores                      2,369          2,105         2,113          2,261          2,524
    Warehouse Stores                         1,432          1,792         1,841          1,881          2,037
                                            ------         ------        ------         ------         ------
                                            48,402         42,801        39,840         36,359         33,778
                                            ======         ======        ======         ======         ======
</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 1998 approximately 75% of the merchandise
purchased for resale in Company  retail  stores was received from  Company-owned
distribution centers.

   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
28, 1999:

<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       747,000
   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       680,000
   Ponca City, Oklahoma
     Health and Beauty Care, General Merchandise
     and Pharmaceuticals                                  422,000
   Sacramento, California
     Groceries, Frozen Food, Produce, Liquor, Meat
     and Deli                                             421,000
   Denver, Colorado
     Groceries, Frozen Food, Produce, Meat and Deli       372,000
   Boise, Idaho
     Health and Beauty Care and General Merchandise       238,000
     Ice Cream Plant                                       11,000
   Memphis, Tennessee:
     Central Bakery                                        29,000
     Central Kitchen                                        7,000
                                                        ---------
                                                        7,542,000
                                                        =========
</TABLE>

   As of January 28, 1999,  the Company held title to the land and  buildings of
53% 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.

                                     Page 8

<PAGE>

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

   The information required under this item is included under the caption "Legal
Proceedings"  on page 43 of the Company's  1998 Annual  Report to  Stockholders.
This information is incorporated herein by this reference thereto.


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

   Information  regarding the Company's  Special Meeting of Stockholders held on
November 12, 1998,  was included under Item 4 of the Company's Form 10-Q for the
quarter ended October 29, 1998.



                                   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  "Stockholders
of Record" and "Company  Stock  Information"  on page 50 of the  Company's  1998
Annual Report to Stockholders.  This information is incorporated  herein by this
reference  thereto.  The market value of the Company's common stock on March 26,
1999, was $55.1875 per share.


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

     Selected  financial  data of the Company for the fiscal  years 1994 through
1998 is included  under the  caption  "Five Year  Summary of Selected  Financial
Data" on page 46 of the  Company's  1998  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 23 of the  Company's  1998  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 22 of the
Company's 1998 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 24 to 45 and page 47 of the
Company's 1998 Annual Report to Stockholders and are incorporated herein by this
reference thereto.

                                     Page 9

<PAGE>


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  heading  "Election  of  Directors"  in the  Company's
definitive proxy statement for use in connection with the 1999 Annual Meeting of
Stockholders  (the  "Proxy  Statement")  to be filed  within  120 days after the
Company's fiscal year ended January 28, 1999, and is incorporated herein by this
reference thereto.

<TABLE>

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

<CAPTION>
                     Age                                 Date First Appointed
                    as of                                   as an Executive
     Name          3/26/99         Position                      Officer
     ----          -------         --------              --------------------
<S>                   <C>   <C>                                 <C>    
Gary G. Michael       58    Chairman of the Board and           12/02/74
                            Chief Executive Officer

Richard L. King       49    President and Chief Operating       01/01/94
                            Officer

Thomas E. Brother     57    Executive Vice President,           07/30/89
                            Distribution

A. Craig Olson        47    Executive Vice President            12/22/86
                            and Chief Financial Officer

Carl W. Pennington    61    Executive Vice President,           08/02/87
                            Marketing

Michael F. Reuling    52    Executive Vice President,           12/30/79
                            Development

Thomas R. Saldin      52    Executive Vice President            12/26/83
                            and General Counsel

David G. Simonson     52    Executive Vice President,           02/02/96
                            Operations

Patrick S. Steele     49    Executive Vice President,           06/10/90
                            Information Systems and
                            Technology

Steven D. Young       50    Executive Vice President,           12/02/91
                            Human Resources

</TABLE>

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

                                    Page 10
<PAGE>

   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.

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

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

   Carl W.  Pennington  was promoted to Executive Vice  President,  Marketing on
January 29, 1999.  Previously he served as Executive Vice  President,  Corporate
Merchandising  from 1996; Senior Vice President,  Corporate  Merchandising  from
1994; and Senior Vice President and Regional Manager from 1988.

   Michael F. Reuling was promoted to Executive Vice  President,  Development on
January 29,  1999.  Previously  he served as  Executive  Vice  President,  Store
Development since 1986.

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

   David G.  Simonson was promoted to Executive  Vice  President,  Operations on
January 29, 1999.  Previously  he served as Senior Vice  President  and Regional
Manager from 1996; and Vice President, Southern California Division from 1991.

   Patrick S.  Steele was  promoted to  Executive  Vice  President,  Information
Systems and Technology on January 29, 1999.  Previously he served as Senior Vice
President,  Information  Systems  and  Technology  from  1993;  and  Group  Vice
President, Management Information Systems from 1990.

   Steven D. Young was promoted to Executive Vice President,  Human Resources on
January 29, 1999. Previously he served as Senior Vice President, Human Resources
from 1993; and Group Vice President, Human Resources from 1991.


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"  and  "Retirement  Benefits"  in the Proxy
Statement. This information is incorporated herein by this reference thereto.


Item 12.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

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


Item 13.  Certain Relationships and Related Transactions
--------------------------------------------------------

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


                                    Page 11

<PAGE>

                                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 24 to
          45 of the Company's  Annual Report to Stockholders  for the year ended
          January 28, 1999:

             Consolidated  Earnings -- years ended January 28, 1999; January 29,
               1998; January 30, 1997.

             Consolidated  Balance Sheets -- January 28, 1999; January 29, 1998;
               January 30, 1997.

             Consolidated  Cash Flows -- years ended  January 28, 1999;  January
               29, 1998; January 30, 1997.

             Consolidated  Stockholders' Equity -- years ended January 28, 1999;
               January 29, 1998; January 30, 1997.

             Notes to Consolidated Financial Statements.

             Independent Auditors' Report.

          Quarterly Financial Data:

             Quarterly  Financial  Data for the years ended January 28, 1999 and
          January  29,  1998 is set  forth on page 47 of the  Annual  Report  to
          Stockholders  for the year ended January 28, 1999, 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 15 hereof.


                                    Page 12

<PAGE>


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

               Current Report on Form 8-K dated November 3, 1998,  regarding the
               Company's sales trend release for the four-week and thirteen-week
               periods ended October 29, 1998.

               Current Report on Form 8-K dated November 19, 1998, regarding the
               Company's  Special Meeting of Stockholders  and the press release
               issued in connection with that meeting.

               Current Report on Form 8-K dated January 11, 1999,  regarding the
               Albertson's,   Inc.  and  American  Stores  Company  Joint  Proxy
               Statement and Prospectus dated October 9, 1998.

               Current  Report on Form 8-K dated  April 5, 1999,  regarding  the
               Company's Credit Agreement dated as of March 30, 1999.

   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.




                               Signatures
                               ----------

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

                                        ALBERTSON'S, INC.


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



                                    Page 13
<PAGE>

Date:  April 8, 1999

   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 8, 1999.

<TABLE>
<S>                                             <C>   

      GARY G. MICHAEL                                  RICHARD L. KING
---------------------------------                -------------------------------
      Gary G. Michael                                  Richard L. King
 (Chairman of the Board and                         (President and Chief
 Chief Executive Officer and                        Operating Officer and
        Director)                                         Director)
    


      A. CRAIG OLSON                                  RICHARD J. NAVARRO
---------------------------------                -------------------------------         
      A. Craig Olson                                  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)


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


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


     CHARLES D. LEIN                                    BEATRIZ RIVERA
---------------------------------                -------------------------------
     Charles D. Lein                                    Beatriz Rivera
       (Director)                                        (Director)


        J.B. SCOTT                                   THOMAS L. STEVENS, JR.
---------------------------------                -------------------------------
        J.B. Scott                                   Thomas L. Stevens, Jr.
        (Director)                                      (Director)


      WILL M. STOREY                                    STEVEN D. SYMMS
---------------------------------                -------------------------------
      Will M. Storey                                    Steven D. Symms
        (Director)                                        (Director)

</TABLE>



                                    Page 14
<PAGE>
<TABLE>
                                   
                                Index to Exhibits
                          Filed with the Annual Report
                              on Form 10-K for the
                           Year Ended January 28, 1999

<CAPTION>

Number            Description
------            -----------
<S>               <C>    
 2                Agreement and Plan of Merger, dated as of August 2, 1998, 
                  among Albertson's, Inc., Abacus Holdings, Inc. and American 
                  Stores Company (1)

 2.1              Stock Option Agreement, dated as of August 2, 1998, between 
                  Albertson's, Inc. and American Stores Company (American
                  Stores Company as Issuer) (1)

 2.2              Stock Option Agreement, dated as of August 2, 1998, between 
                  Albertson's, Inc. and American Stores Company (Albertson's,
                  Inc. as Issuer) (1)

 3.1              Restated Certificate of Incorporation (as amended) (2)

 3.1.1            Certificate of Designation, Preferences and Rights of Series
                  A Junior Participating Preferred Stock (3)

 3.1.2            Amendment to Certificate of Designation, Preferences and 
                  Rights of Series A Junior Participating Preferred Stock

 3.2              By-Laws dated March 1, 1999

 4.1              Stockholder Rights Plan Agreement (4)

 4.1.1            Amendment No. One to Stockholder Rights Plan Agreement
                  (dated August 2, 1998) (5)

 4.1.2            Amendment No. Two to Stockholder Rights Plan Agreement
                  (dated March 16, 1999) (6)

 4.2              Indenture, dated as of May 1, 1992, between Albertson's,
                  Inc. and Morgan Guaranty Trust Company of New York as
                  Trustee (7)

 9                Inapplicable

10.1              J. A. and Kathryn Albertson Foundation Inc. Stock Agreement
                  (dated  May 21, 1997) (8)*

10.1.1            Waiver  regarding  Alscott  Limited  Partnership #1 Stock
                  Agreement (dated May 21, 1997) (8)*

10.1.2            Waiver regarding Kathryn Albertson Stock Agreement (dated
                  May 21, 1997)(8)*

10.5              Form of Beneficiary Agreement for Key Executive Life
                  Insurance (9)*

10.6              Executive Deferred Compensation Plan (amended and restated
                  February 1, 1989) (10)*

10.6.1            Amendment  to  Executive  Deferred  Compensation  Plan  (dated
                  December 4, 1989) (11)*

10.7              Senior Operations Executive Officer Bonus Plan (3)*

10.9              Description of Bonus Incentive Plans (amended December 3
                  1984)(12)*
</TABLE>

                                    Page 15

<PAGE>

<TABLE>
<CAPTION>

Number            Description
------            -----------
<S>               <C>    
10.10             Agreement Among Albertson's, Inc., Theo Albrecht Stiftung
                  And Theo Albrecht dated as of February 15, 1980 (13)

10.10.1           Letter Amendment of October 13, 1982, regarding Exhibit
                  10.10 (14)

10.10.2           First Amendment dated April 11, 1984, to Agreement among
                  Albertson's, Inc., Theo Albrecht Stiftung and
                  Theo Albrecht (15)

10.10.3           Second Amendment dated September 25, 1989 to Agreement among
                  Albertson's, Inc., Markus Stiftung and Theo Albrecht (11)

10.10.4           Third Amendment dated December 5, 1994 to Agreement among
                  Albertson's, Inc., Markus Stiftung and Theo Albrecht (16)

10.11             1982 Incentive Stock Option Plan (amended
                  March 4, 1991)(17)*

10.12             Form of 1982 Incentive Stock Option Agreement (amended
                  November 30, 1987) (18)*

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)
                  (19)*

10.13             Executive Pension Makeup Plan (amended and restated
                  February 1, 1989) (10)*

10.13.1           First Amendment to Executive Pension Makeup Plan (dated
                  June 8, 1989) (20)*

10.13.2           Second Amendment to Executive Pension Makeup Plan (dated
                  January 12, 1990) (21)*

10.13.3           Third Amendment to Executive Pension Makeup Plan (dated
                  January 31, 1990) (22)*

10.13.4           Fourth Amendment to Executive Pension Makeup Plan (effective
                  January 1, 1995) (16)*

10.13.5           Amendment to Executive Pension Makeup Plan (retroactive to
                  January 1, 1990) (23)*

10.14             Credit Agreement (dated October 5, 1994) (24)

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

10.14.2           Amended and Restated Credit Agreement (dated
                  December 17, 1996) (3)

10.15             Senior Executive Deferred Compensation Plan (amended and
                  restated February 1, 1989) (10)*

10.15.1           Amendment to Senior Executive Deferred Compensation Plan
                  (dated December 4, 1989) (11)*

10.16             1986 Nonqualified Stock Option Plan (amended
                  March 4, 1991) (17)*

</TABLE>

                                    Page 16
<PAGE>

<TABLE>
<CAPTION>

Number            Description
------            -----------
<S>               <C>    
10.17             Form of 1986 Nonqualified Stock Option Plan Stock Option
                  Agreement (amended November 30, 1987) (18)

10.18             Executive Pension Makeup Trust (dated
                  February 1, 1989) (10)*

10.18.1           Amendment to Executive Pension Makeup Trust (dated December 1,
                  1998) (26)*

10.19             Executive Deferred Compensation Trust (dated
                  February 1, 1989) (10)*

10.19.1           Amendment to Executive Deferred Compensation Trust (dated
                  December 1, 1998) (26)*

10.20             1990 Deferred Compensation Plan (17)*

10.20.1           Amendment to 1990 Deferred Compensation Plan (dated
                  April 12, 1994) (27)*

10.20.2           Amendment to 1990 Deferred Compensation Plan (dated
                  November 5, 1997) (28)*

10.20.3           Amendment to 1990 Deferred Compensation Plan (dated
                  November 1, 1998) (26)*

10.21             Non-Employee Directors' Deferred Compensation Plan (17)*

10.22             1990 Deferred Compensation Trust (dated
                  November 20, 1990) (17)*

10.22.1           Amendment to 1990 Deferred Compensation Trust (dated
                  December 1, 1998) (26)*

10.23             Letter Agreement with John B. Carley (dated
                  December 4, 1995) (23)*

10.24             1995 Stock-Based Incentive Plan (dated May 26, 1995) (29)*

10.24.1           Form of 1995 Stock-Based Incentive Plan Stock Option
                  Agreement (dated December 4, 1995) (23)*

10.25             1995 Stock Option Plan for Non-Employee Directors (dated
                  May 26, 1995) (29)*

10.25.1           Form of 1995  Stock  Option  Plan for  Non-Employee  Directors
                  Agreement (dated May 30, 1995) (29)*

10.26             Amended and Restated 1995 Stock-Based Incentive Plan (dated
                  November 12, 1998) (26)*

10.27             Termination and Consulting Agreement by and among American
                  Stores Company, Albertson's, Inc. and Victor L. Lund*

10.28             Credit Agreement (dated March 30, 1999) (30)

11                Inapplicable

12                Inapplicable
</TABLE>

                                    Page 17

<PAGE>


<TABLE>
<CAPTION>

Number            Description
------            -----------
<S>               <C>    
13                Exhibit 13 consists of pages 19 to 50 of Albertson's, Inc.
                  1998 Annual Report to Stockholders which are numbered as
                  pages 1 to 31 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 24;
                  Item  5--pages 30 and 31; Item 6-page 28; Item 7-pages 1  
                  through 5; item 7A-page 3; and Items 8 and 14--pages 6 
                  through 27 and page 29.

16                Inapplicable

18                Inapplicable

21                Inapplicable

22                Inapplicable

23                Independent Auditors' Consent

24                Inapplicable

27                Financial Data Schedule - Fiscal Year 1998
</TABLE>


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

(1)  Exhibits 2, 2.1 and 2.2 are incorporated  herein by reference to Exhibit 2,
     2.1 and 2.2 of Form 10-Q for the quarter ended July 30, 1998.

(2)  Exhibit 3.1 is incorporated herein by reference to Exhibit 3.1 of Form 10-Q
     for the quarter ended April 30, 1998.

(3)  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.

(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 4.1.1 is incorporated herein by reference to Exhibit 1 of Amendment
     to Form 8-A  Registration  Statement filed with the Commission on August 6,
     1998.

(6)  Exhibit 4.1.2 is incorporated herein by reference to Exhibit 1 of Amendment
     to Form 8-A  Registration  Statement filed with the Commission on March 25,
     1999.


                                    Page 18
<PAGE>

(7)  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.

(8)  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.

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

(10) 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.

(11) 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.

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

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

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

(15) 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.

(16) 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.

(17) 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  in 1992  and  Exhibit  10.16  expired  by its  terms  in  1996.
     Notwithstanding such expiration, certain agreements for the options granted
     under these option plans remain outstanding.

(18) 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.

(19) 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) 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.

(21) 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.


                                    Page 19
<PAGE>

(22) 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.

(23) 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.

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

(25) 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.

(26) Exhibits  10.18.1,  10.19.1,  10.20.3,  10.22.1 and 10.26 are  incorporated
     herein by  reference to Exhibits  10.18.1,  10.19.1,  10.20.3,  10.22.1 and
     10.26 of Form 10-Q for the quarter ended October 29, 1998.

(27) 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.

(28) Exhibit 10.20.2 is  incorporated  herein by reference to Exhibit 10.20.2 of
     Form 10-K for the year ended January 29, 1998.

(29) 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.

(30) Exhibit 10.28 is incorporated  herein by reference to Exhibit 10.28 of Form
     8-K dated April 5, 1999.



                                    Page 20