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

For the fiscal year ended February 01, 2001       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, 405,328,687              New York Stock Exchange
   shares outstanding on March 19, 2001                  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 19, 2001: $10,555,407,824.


                       Documents Incorporated by Reference

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

1.   The  Registrant's  Annual Report to Stockholders  for the fiscal year ended
     February 1, 2001,  portions of  which  are  incorporated by  reference into
     Part I, Part II and Part IV of this Form 10-K; and

2.   The Registrant's  definitive proxy statement for use in connection with the
     Annual  Meeting of  Stockholders  to be held on June 14,  2001,(the  "Proxy
     Statement") to be filed within 120 days after the Registrant's  fiscal year
     ended  February 1, 2001,  portions of which are  incorporated  by reference
     into Part III of this Form 10-K.

                                       1
<PAGE>



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


<CAPTION>
Item                                                                       Page



                                     PART I

<S>   <C>                                                                    <C>
      Cautionary Statement                                                   3

 1.   Business                                                               3

 2.   Properties                                                             5

 3.   Legal Proceedings                                                      8

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



                                PART II

 5.   Market for the Registrant's Common Equity 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                                    9




                                    PART III

10.   Directors and Executive Officers of the Registrant                    10

11.   Executive Compensation                                                12

12.   Security Ownership of Certain Beneficial Owners and
      Management                                                            12


13.   Certain Relationships and Related Transactions                        12



                                PART IV

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


                                       2
<PAGE>


                                     PART I


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

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

   Important  assumptions  and other  important  factors that could cause actual
results  to  differ  materially  from  those  set  forth in the  forward-looking
information  include  changes  in  the  general  economy,  changes  in  consumer
spending, competitive factors and other factors affecting the Company's business
in or beyond the Company's control. These factors include changes in the rate of
inflation,  changes  in state or  federal  legislation  or  regulation,  adverse
determinations   with  respect  to   litigation   or  other  claims   (including
environmental  matters),  labor  negotiations,  the cost and  stability of power
sources, the Company's ability to recruit and develop employees,  its ability to
develop  new stores or complete  remodels as rapidly as planned,  its ability to
implement  new  technology  successfully,  stability  of  product  costs and the
Company's ability to integrate the operations of acquired or merged companies.

   Other  factors  and  assumptions  not  identified  above could also cause the
actual results to differ materially from those set forth in the  forward-looking
information.   The  Company  does  not   undertake  to  update   forward-looking
information contained herein or elsewhere to reflect actual results,  changes in
assumptions  or  changes  in  other  factors   affecting  such   forward-looking
information.


Item 1.  Business


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

   On June 23, 1999,  Albertson's,  Inc.  ("Albertson's"  or the  "Company") and
American  Stores Company  ("ASC")  consummated  a  merger  with the  issuance of
177 million shares of Albertson's  common  stock  (the  "Merger").   The  Merger
constituted a tax-free reorganization and has been accounted for as a pooling of
interests  for  accounting  and  financial  reporting  purposes.  The pooling of
interests method of accounting is intended to present, as a single interest, two
or  more  common  stockholders'  interests  that  were  previously  independent;
accordingly,  these  consolidated  financial  statements  restate the historical
financial  statements  as though the  companies  had always been  combined.  The
restated  consolidated  financial  statements are adjusted to conform accounting
policies and financial statement presentations.

   In connection  with the Merger,  the Company entered into agreements with the
Attorneys  General of  California,  Nevada and New Mexico and the Federal  Trade
Commission, under which the Company was required to divest 145 stores, to enable
the  Merger  to  proceed  under  applicable  antitrust,  competition  and  trade
regulation  law. The  divested  stores had sales of $2.3 billion in fiscal 1998.
Subsequent growth comparisons were affected by these divestitures.

                                       3
<PAGE>

   The Company is one of the  largest  retail food and drug chains in the United
States.   As of  February  1,  2001,   the  Company  operated  2,512  stores  in
36 Northeastern,  Western,  Midwestern and Southern states. These stores consist
of   1,362   combination  food-drug   stores,    807   stand-alone   drugstores,
315 conventional supermarkets and 28 warehouse  stores.  Retail  operations  are
supported by 19 major Company distribution  centers. The Company's  distribution
centers provide product exclusively to the Company's retail stores.

   The Company is organized, based on geographic boundaries,  into 19 divisions.
The division  staff is responsible  for day-to-day  operations and for executing
marketing and merchandising  programs.  This structure allows the division level
employees,  who are closest to the customer, to implement strategies tailored to
each of the Company's unique neighborhoods.

   The Company's combination food-drug stores are super grocery/drugstores under
one roof and range in size from  35,000 to 107,000  square  feet.  Most of these
stores offer prescription drugs and an expanded section of cosmetics and general
merchandise  in addition to specialty  departments  such as service  seafood and
meat, bakery,  lobby/video,  service delicatessen,  liquor and floral. Many also
offer meal centers,  party supply  centers,  coffee bars,  in-store  banks,  dry
cleaning, photo processing and destination categories for beverages, snacks, pet
care products, paper products and baby care merchandise.  All shopping areas are
served by a common set of checkstands.

   The Company's stand-alone drugstores average 18,400 square feet. These stores
offer convenient  shopping and prescription  pickup as well as a wide assortment
of  general  merchandise,  health  and beauty  care  products,  over-the-counter
medication,  greeting cards and photo  processing.  The Company's new drugstores
are typically located on corners and many offer a drive-thru pharmacy.

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

   The Company's  warehouse  stores are operated  primarily under the names "Max
Foods"  and  "Super  Saver"  and  offer  shoppers  the  opportunity  to  save by
purchasing  in  quantity.  These  no-frills  stores range in size from 17,000 to
70,000  square  feet and offer  significant  savings  with  special  emphasis on
discounted meat and produce.

   Albertsons.com began serving online customers in the Dallas/Fort Worth, Texas
market in 1998. In November  1999 the Company began testing an original  concept
in the  Seattle/Bellevue,  Washington  area by combining a gourmet  store with a
fulfillment  center,  offering  over 16,000  items.  This new concept led to the
launch, in June 2000, of a convenient  pick-up service at 36 Albertson's  stores
in the Puget Sound area.  The Company is  continuing  to refine this program and
will use stores throughout the greater Seattle area to fill orders.  The Company
has found that by using technology,  a limited number of orders per store can be
selected and serve both the Company's  traditional and cyber  customers  without
the need for a separate fulfillment area.

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


                                       4
<PAGE>


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

   As of February 1, 2001, the Company operated 150 fuel centers,  in 21 states,
which are generally located in the parking lot of stores.  These centers feature
three to six fuel  pumps and a small  building,  ranging in size from a pay-only
kiosk to a convenience  store,  featuring  such items as candy,  soft drinks and
snack foods.

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

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

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

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

   As of February 1, 2001, the Company  employed  approximately  235,000 people,
many of whom are  covered  by  collective  bargaining  agreements.  The  Company
considers its present relations with employees to be good.

Item 2.  Properties

   The Company has actively  pursued an  expansion  program of adding new retail
stores,  enlarging and remodeling  existing stores and replacing smaller stores.
During the past ten years,  the Company has built or acquired  1,248  stores and
approximately 87% of the Company's current retail square footage has been opened
or remodeled during this period.  The Company  continues to follow the policy of
closing stores that are obsolete or lack satisfactory profit potential.

   Albertson's  stores are located in 36 Northeastern,  Western,  Midwestern and
Southern  areas of the  United  States.  The  table on the  following  page is a
summary of the stores by state and classification as of February 1, 2001:



                                       5
<PAGE>



<TABLE>
<CAPTION>
                               Combination         Conventional        Warehouse        Stand-Alone
                          Food-Drug Stores               Stores           Stores         Drugstores        TOTAL
-----------------------------------------------------------------------------------------------------------------
<S>                                 <C>                   <C>              <C>               <C>          <C>
Arizona                                 46                                                       82          128
Arkansas                                 2                                                        1            3
California                             295                  164               15                290          764
Colorado                                47                                     7                              54
Delaware                                 8                    7                                               15
Florida                                111                                                                   111
Idaho                                   30                    7                                   2           39
Illinois                               155                   16                                  94          265
Indiana                                  6                                                       48           54
Iowa                                     4                                                       29           33
Kansas                                   5                                                       30           35
Louisiana                               31                                                                    31
Maine                                                                                             1            1
Maryland                                 2                    9                                               11
Massachusetts                                                                                    59           59
Michigan                                                                                          1            1
Minnesota                                                                                         1            1
Mississippi                              8                                                                     8
Missouri                                 9                                                       34           43
Montana                                 17                   16                                  10           43
Nebraska                                12                                                       15           27
Nevada                                  38                    5                                  43           86
New Hampshire                                                                                    20           20
New Jersey                              30                   36                                               66
New Mexico                              22                    1                1                  5           29
North Dakota                             2                                                        6            8
Oklahoma                                28                                                                    28
Oregon                                  41                   10                                               51
Pennsylvania                            38                   25                                               63
South Dakota                             1                                                        2            3
Tennessee                               22                    1                                               23
Texas                                  216                                     5                             221
Utah                                    43                    3                                               46
Washington                              71                   13                                               84
Wisconsin                               12                                                       34           46
Wyoming                                 10                    2                                               12
                         ----------------------------------------------------------------------------------------
   Total                             1,362                  315               28                807        2,512
                         ========================================================================================

Retail Square
Footage by Store
Type (000's)                        73,575                8,410            1,297             14,848       98,130
                         ========================================================================================
</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 2000 approximately 79% of the merchandise
purchased  for  resale in  Company  retail  stores  was  received  from  Company
distribution centers.

   Albertson's  distribution system consists of 19 major Company centers located
strategically  throughout  the  Company's  operating  markets.  The table on the
following  page is a summary  of the  Company's  distribution  facilities  as of
February 1, 2001:

                                       6
<PAGE>



<TABLE>

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

  Lancaster, PA         X                     X       X                 X                       X                    1,366,000

  Melrose Park, IL      X       X             X       X                                                              1,344,000

  Brea, CA              X       X                     X                                                              1,231,000

  La Habra, CA                         X                                X                       X           X        1,184,000

  Fort Worth, TX        X       X             X       X                                                              1,100,000

  Irvine, CA            X                     X                                                                        996,000

  Plant City, FL        X       X      X      X       X                             X                                  979,000

  Elk Grove, IL                                                         X                       X           X          933,000

  Vacaville, CA         X                                                                                              854,000

  Portland, OR          X       X             X       X                                                                790,000

  Tulsa, OK             X       X             X       X                                                                748,000

  Houston, TX           X       X             X       X                                                                747,000

  Phoenix, AZ           X       X      X      X       X                             X                                  687,000

  Salt Lake City, UT    X       X             X       X                                                                680,000

  San Leandro, CA               X             X       X                                                                453,000

  Ponca City, OK                                                        X                       X           X          422,000

  Sacramento, CA        X       X      X      X       X                                                                421,000

  Denver, CO            X       X             X       X                                                                372,000

  Boise, ID                                                             X                       X                      238,000


   Other Distribution
     Facilities

   Las Vegas, NV                       X                                                                                30,000

   Indianapolis, IN                    X                                                                                22,000

   Boise, ID                                                  X                                                         11,000

                                                                                                               ---------------
   TOTAL SQUARE FOOTAGE -
     All Distribution Facilities                                                                                    15,608,000
                                                                                                               ===============
</TABLE>


                                       7
<PAGE>


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

   As of February 1, 2001,  the Company held title to the land and  buildings of
40% of the Company's stores and held title to the buildings on leased land of an
additional 7% of the Company's stores.  The Company also holds title to the land
and buildings of most of its administrative offices and distribution facilities.

Item 3.  Legal Proceedings

   The information required under this item is included under the caption "Legal
Proceedings"  on page 50 of the Company's  2000 Annual  Report to  Stockholders.
This information is incorporated herein by this reference thereto.


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

   No matters  were  submitted  during  the fourth  quarter of 2000 to a vote of
security holders through the solicitation of proxies or otherwise.




                                       8
<PAGE>


                                     PART II


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

   The principal  markets in which the Company's  common stock is traded and the
related  security holder matters are set forth under the caption  "Company Stock
Information"  on page 60 of the Company's  2000 Annual  Report to  Stockholders.
This information is incorporated  herein by this reference  thereto.  The market
value of the Company's  common stock at the close of business on March 19, 2001,
was $27.97 per share. There were approximately  32,000 stockholders of record on
March 19, 2001.


Item 6.  Selected Financial Data

   Selected financial data of the Company for the fiscal years 1996 through 2000
is included under the caption  "Five-Year Summary of Selected Financial Data" on
page 54 of the Company's 2000 Annual Report to Stockholders. This information is
incorporated herein by this reference thereto.


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

   The information required under this item is included on pages 21 to 28 of the
Company's 2000 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 pages 27 and 28
of the  Company's  2000  Annual  Report to  Stockholders.  This  information  is
incorporated herein by this reference thereto.


Item 8.  Financial Statements and Supplementary Data

   The Company's  consolidated  financial  statements and related notes thereto,
together  with the  Independent  Auditors'  Reports and the  selected  quarterly
financial data of the Company are presented on pages 29 to 53 and page 55 of the
Company's 2000 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.




                                       9
<PAGE>


                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

Directors

   The information regarding directors and nominees for directors of the Company
is  presented  under  the  heading  "Election  of  Directors"  in the  Company's
definitive proxy statement for use in connection with the 2001 Annual Meeting of
Stockholders  (the  "Proxy  Statement")  to be filed  within  120 days after the
Company's fiscal year ended February 1, 2001, and is incorporated herein by this
reference thereto.

Executive and Reporting Officers
<TABLE>
<CAPTION>
                                     Age                                                       Date First Appointed
                                    as of                                                       as an Executive or
               Name                3/19/01                      Position                         Reporting Officer
               ----              -----------                    --------                       -------------------


<S>                                  <C>       <C>                                                   <C>
Gary G. Michael                      60        Chairman of the Board and Chief Executive             12/02/74
                                               Officer

Michael F. Reuling                   54        Vice Chairman of the Company                          12/30/79

Peter L. Lynch                       49        President and Chief Operating Officer                 06/23/99

Robert K. Banks                      51        Executive Vice President, Development                 06/20/00

Thomas E. Brother                    59        Executive Vice President, Distribution                07/30/89

Robert C. Butler                     52        Executive Vice President, Operations                  03/21/00

Romeo R. Cefalo                      51        Executive Vice President, Operations                  03/21/00

Wayne A. Denningham                  39        Executive Vice President, Operations                  03/21/00

A. Craig Olson                       49        Executive Vice President and Chief Financial          12/22/86
                                               Officer

Thomas R. Saldin                     54        Executive Vice President and General Counsel          12/26/83

Lawrence A. Stablein                 43        Executive Vice President, Marketing and               10/30/00
                                               Merchandising

Patrick S. Steele                    51        Executive Vice President, Information                 06/10/90
                                               Systems and Technology

Kevin H. Tripp                       46        Executive Vice President, Drug and General            12/11/00
                                               Merchandise

Steven D. Young                      52        Executive Vice President, Human Resources             12/02/91

Richard J. Navarro                   48        Senior Vice President and Controller                  12/22/86
</TABLE>



                                       10
<PAGE>


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

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

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

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

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

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

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

   Wayne A. Denningham was promoted to Executive Vice  President,  Operations on
January  14,  2001.   Previously   he  served  as  Executive   Vice   President,
Merchandising from March 21, 2000; President, Intermountain Region from June 23,
1999; Vice President, Florida Division from 1998; Vice President, Rocky Mountain
Division from 1997 and Division Manager of the same division from 1996.

   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.

   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.

   Lawrence A. Stablein was promoted to Executive Vice President,  Marketing and
Merchandising  on  October  30,  2000.  Previously  he  served  as  Senior  Vice
President,  Marketing  for  Jewel-Osco  from  February  7, 1997 and Senior  Vice
President of Marketing and Formats in American Stores Properties,  Inc. group in
Salt Lake City from October 20, 1995.

   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.

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

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

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


                                       11
<PAGE>


Item 11.  Executive Compensation

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


Item 12.  Security Ownership of Certain Beneficial Owners and Management

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


Item 13.  Certain Relationships and Related Transactions

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



                                       12
<PAGE>


                                     PART IV


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


(a)1      Financial Statements:

             The Independent  Auditors' Reports,  together with the Consolidated
          Financial  Statements and the related notes thereto,  are listed below
          and are incorporated herein by this reference thereto from pages 29 to
          53 of the Company's  Annual Report to Stockholders  for the year ended
          February 1, 2001:

             Consolidated Earnings - years ended February 1, 2001;
               February 3, 2000; January 28, 1999.

             Consolidated Balance Sheets -- February 1, 2001; February 3,
               2000.

             Consolidated Cash Flows - years ended February 1, 2001;
               February 3, 2000; January 28, 1999.

             Consolidated Stockholders' Equity -- years ended February 1,
               2001; February 3, 2000; January 28, 1999.

             Notes to Consolidated Financial Statements.

             Independent Auditors' Reports.


          Quarterly Financial Data:

             Quarterly  Financial Data for the years ended February 1, 2001, and
          February  3,  2000,  is set forth on page 55 of the  Annual  Report to
          Stockholders  for the year ended February 1, 2001, and is incorporated
          herein by this reference thereto.

(a)2      Schedules:

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

(a)3      Exhibits:

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

(b)       The following reports on Form 8-K  were filed during the quarter ended
          February 1, 2001:

             Current  report on Form 8-K dated  January 30, 2001,  reporting the
          issuance of  $700,000,000  aggregate  principal  amount of 7.5% senior
          notes due 2011.


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


                                       13
<PAGE>


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




                                   Signatures

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

                                       ALBERTSON'S, INC.


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


Date:  April 19, 2001


                                       14
<PAGE>


   Pursuant to the  requirements  of the Securities  Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities indicated as of April 19, 2001.



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


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


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



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


                PAUL I. CORDDRY                                               JOHN B. FERY
------------------------------------------------------       ----------------------------------------------------
                Paul I. Corddry                                               John B. Fery
                   (Director)                                                  (Director)


              FERNANDO R. GUMUCIO                                           CLARK A. JOHNSON
------------------------------------------------------       ----------------------------------------------------
              Fernando R. Gumucio                                           Clark A. Johnson
                   (Director)                                                  (Director)


                CHARLES D. LEIN                                              VICTOR L. LUND
------------------------------------------------------       ----------------------------------------------------
                Charles D. Lein                                              Victor L. Lund
                   (Director)                                                  (Director)


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


                ARTHUR K. SMITH                                          THOMAS L. STEVENS, JR
------------------------------------------------------       ----------------------------------------------------
                Arthur K. Smith                                          Thomas L. Stevens, Jr.
                   (Director)                                                  (Director)


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


               THOMAS J. WILFORD
------------------------------------------------------
               Thomas J. Wilford
                   (Director)
</TABLE>



                                       15
<PAGE>


                                Index to Exhibits
                          Filed with the Annual Report
                              on Form 10-K for the
                           Year Ended February 1, 2001

Number              Description


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

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

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

 3.2                By-Laws dated March 15, 2001.

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

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

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

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

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

 9                  Inapplicable

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

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


                                       16
<PAGE>



Number              Description



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

10.2                Severance  Agreement between the Company and Gary G. Michael
                    dated December 22, 2000.*

10.3                Form of Award of Deferred Stock Units.*

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

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

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

10.6.2              Amendment to  Executive  Deferred  Compensation  Plan (dated
                    December  15, 1998) is  incorporated  herein by reference to
                    Exhibit  10.6.2 of Form 10-K for the year ended  February 3,
                    2000.*

10.6.3              Amendment to  Executive  Deferred  Compensation  Plan (dated
                    March 15, 2001).*

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

10.8                Form of Consulting  Agreement  with Special  Advisors to the
                    Board of Directors dated as of March 15, 2001.*

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

10.10               2000 Deferred  Compensation  Plan (dated January 1, 2000) is
                    incorporated  by reference to Exhibit 10.10 of Form 10-K for
                    the year ended February 3, 2000.*

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

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



                                       17
<PAGE>



Number              Description


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

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

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

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

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

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

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

10.13.6             Amendment to Executive  Pension Makeup Plan  (retroactive to
                    October  1, 1999) is  incorporated  herein by  reference  to
                    Exhibit  10.13.6 of Form 10-K for the year ended February 3,
                    2000.*

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

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

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

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


                                       18
<PAGE>



Number              Description


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

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

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

10.18.1             Amendment to Executive  Pension Makeup Trust (dated July 24,
                    1998) is incorporated herein by reference to Exhibit 10.18.1
                    of Form 10-K for the year ended February 3, 2000.*

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

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

10.18.4             Amendment to Executive Pension Makeup Trust (dated March 31,
                    2000).*

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

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

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

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

10.19.4             Amendment to Executive  Deferred  Compensation  Trust (dated
                    March 31, 2000).*



                                       19
<PAGE>



Number              Description


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

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

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

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

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

10.21.1             Amendment to Non-Employee  Directors' Deferred  Compensation
                    Plan (dated  December  15, 1998) is  incorporated  herein by
                    reference  to  Exhibit  10.21.1  of Form 10-K for year ended
                    February 3, 2000.*

10.21.2             Amendment to Non-Employee  Directors' Deferred  Compensation
                    Plan (dated March 15, 2001).*

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

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

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

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

10.22.4             Amendment  to  1990  Deferred   Compensation   Trust  (dated
                    March 31, 2000).*



                                       20
<PAGE>



Number              Description


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

10.23.1             Amendment  to the 2000  Deferred  Compensation  Trust (dated
                    March 31, 2000).*

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

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

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

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

10.25.2             Amendment  to  1995  Stock  Option  Plan  for   Non-Employee
                    Directors (dated March 15, 2001).*

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

10.26.1             Amendment to Amended and Restated 1995 Stock-Based Incentive
                    Plan (dated March 15, 2001).*

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

10.28               Credit   Agreement   (5-year)  (dated  March  22,  2000)  is
                    incorporated   herein  by  reference  to  Exhibit  10.28  of
                    Form 10-K for the year ended February 3, 2000.

10.28.1             Amendment  to Credit  Agreement  (5-year)  (dated  March 15,
                    2001).

10.29               Amended  and  Restated  Credit  Agreement  (364-day)  (dated
                    March 15, 2001).

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

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


                                       21
<PAGE>



Number              Description


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

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

10.31.2             Amendment  to American  Stores  Company  1997 Stock Plan for
                    Non-Employee Directors (dated March 15, 2001).*

10.32               American  Stores  Company 1997A Stock Option and Stock Award
                    Plan, dated as of March 27, 1997, is incorporated  herein by
                    reference to Exhibit 4.11 of the S-8 Registration  Statement
                    (Registration No.  333-82157) filed by Albertson's,  Inc. on
                    July 2, 1999.*

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

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

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

11                  Inapplicable


12                  Inapplicable

13                  Exhibit  13  consists  of  pages  21 to 55  and  page  60 of
                    Albertson's,  Inc. 2000 Annual Report to Stockholders  which
                    are  numbered as pages 1 to 36 of Exhibit  13. Such  report,
                    except to the extent incorporated  herein by reference,  has
                    been  sent  to and  furnished  for  the  information  of the
                    Securities  and  Exchange  Commission  only and is not to be
                    deemed filed as part of this Annual Report on Form 10-K. The
                    references to the pages incorporated by reference are to the
                    printed  Annual  Report.  The  references  to the  pages  of
                    Exhibit 13 are as follows:  Item 3-page 30;  Item 5-page 36;
                    Item 6-page 34;  Item 7-pages 1  through 8;  Item 7A-pages 7
                    and 8; and Items 8 and 14-pages 9 through 33 and page 35.

16                  Inapplicable

18                  Inapplicable



                                       22
<PAGE>



Number              Description

21                  Subsidiaries of the Registrant

22                  Inapplicable

23                  Independent Auditors' Consent - Deloitte & Touche LLP

23.1                Independent Auditors' Consent - Ernst & Young LLP

24                  Inapplicable



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

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




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