AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1999
                                                   REGISTRATION NO.
==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8


                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                             ALBERTSON'S, INC.
           (Exact name of registrant as specified in its charter)

         DELAWARE                                         82-0184434
     (State or other                                   (I.R.S. Employer
     jurisdiction of                                Identification Number)
     incorporation or
      organization)

                        250 PARKCENTER BLVD. BOX 20
                             BOISE, IDAHO 83726
                          (Address of registrant's
                        principal executive offices)

       AMERICAN STORES COMPANY 1997 STOCK OPTION AND STOCK AWARD PLAN
      AMERICAN STORES COMPANY 1997A STOCK OPTION AND STOCK AWARD PLAN
     AMERICAN STORES COMPANY 1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                AMERICAN STORES COMPANY AMENDED AND RESTATED
                   1989 STOCK OPTION AND STOCK AWARD PLAN
                AMERICAN STORES COMPANY AMENDED AND RESTATED
                   1985 STOCK OPTION AND STOCK AWARD PLAN


                           THOMAS R. SALDIN, ESQ.
                 EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                             ALBERTSON'S, INC.
                          250 PARKCENTER BOULEVARD
                                P.O. BOX 20
                             BOISE, IDAHO 83726
                                (208) 395-6300
          (Name, address, and telephone number of agent for service)


                      CALCULATION OF REGISTRATION FEE

================================================================================
                                            PROPOSED     PROPOSED
                                             MAXIMUM      MAXIMUM
                                            OFFERING     AGGREGATE    AMOUNT OF
    TITLE OF SECURITIES      AMOUNT TO BE   PRICE PER    OFFERING   REGISTRATION
      TO BE REGISTERED      REGISTERED (1)    SHARE        PRICE         FEE
--------------------------------------------------------------------------------
Common Stock, par value       2,465,295    $33.96 (3)  $83,721,418    $23,275
$1.00 per share               shares (2)
--------------------------------------------------------------------------------
Preferred Stock Purchase      2,465,295        N/A         N/A          N/A
Rights (4)                      shares
--------------------------------------------------------------------------------
Total Registration fee                                              $23,275 (5)
================================================================================

(1)  Plus such additional number of shares as may be required in the event
     of a stock dividend, stock split, recapitalization or other similar
     event in accordance with Rule 416(a) of the Securities Act of 1933, as
     amended (the "Securities Act").

(2)  Represents the maximum number of shares of Common Stock issuable upon
     exercise of options and limited stock appreciation rights granted
     under the ASC 1997 Stock Option and Stock Award Plan, the ASC 1997A
     Stock Option and Stock Award Plan, the ASC Amended and Restated 1989
     Stock Option and Stock Award Plan, the ASC Amended and Restated 1985
     Stock Option and Stock Award Plan and the ASC 1997 Stock Plan for
     Non-Employee Directors outstanding immediately prior to the merger
     (the "Merger") described in the Agreement and Plan of Merger, dated as
     of August 2, 1998, by and among the Registrant, American Stores
     Company ("ASC") and Abacus Holdings, Inc. (the "Merger Agreement").

(3)  Pursuant to Rule 457(h) of the Securities Act, the amounts are
     calculated based upon the weighted average exercise price at which the
     stock options and limited stock appreciation rights described in
     footnote 2 above may be exercised.

(4)  Associated with Common Stock are rights to purchase Series A Junior
     Participating Preferred Stock that will not be exercisable or
     evidenced separately from such Common Stock prior to the occurrence of
     certain events.

(5)  Pursuant to the requirements of Rule 429 (b) of the Securities Act of
     1933, such amount represents a portion of the registration fee of
     $136,710 relating to 15,776,142 shares of ASC Common Stock previously
     paid with the Registration Statement on Form S-4 (Registration No.
     333-63019) (184,500,000 shares) to which this registration statement
     relates.


<PAGE>
                                   PART I

EXPLANATORY NOTE

     This Form S-8 relates to 2,465,295 shares of Common Stock which may be
issued upon the exercise of options and/or limited stock appreciation
rights granted under the American Stores Company 1997 Stock Option and
Stock Award Plan, 1997 Stock Option and Stock Award Plan, 1997A Stock Plan
for Non-Employee Directors, Amended and Restated 1989 Stock Option and
Stock Award Plan and Amended and Restated 1985 Stock Option and Stock Award
Plan (the "ASC Stock Plans").

     Pursuant to the Agreement and Plan of Merger (the "Merger Agreement")
dated August 2, 1998 by and between Albertson's, Inc., American Stores
Company ("ASC"), and Abacus Holdings, Inc. ("Sub"), the following events,
among others, occurred:

     (a)  ASC was acquired by, and became a wholly-owned subsidiary of,
          Albertson's, Inc. through the merger of Sub with and into ASC
          (the "Merger"); and

     (b)  outstanding options and limited stock appreciation rights to
          purchase shares of ASC common stock granted under the ASC Stock
          Plans were converted into options and limited stock appreciation
          rights to purchase shares of Common Stock.

     The documents containing information specified by Part I of this
Registration Statement have been or will be sent or given to holders of
options granted under the ASC Stock Plans, as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities Act. Such document(s) are not required to be filed with the SEC
but constitute (along with the documents incorporated by reference into
this Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities
Act of 1933.

     References to the "Company" shall mean Albertson's, Inc., a Delaware
corporation.


                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file
at the SEC's public reference rooms in Washington, D.C., New York, NY and
Chicago, IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the
public from the SEC's web site at http://www.sec.gov. Reports, proxy and
information statements and other information concerning us can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street,
New York, NY 10005.

     The SEC allows us to "incorporate by reference" information into this
Registration Statement, which means that we can disclose important
information to you by referring you to another document filed separately
with the SEC. The information incorporated by reference is considered to be
part of this Registration Statement, and later information that we file
with the SEC will automatically update this Registration Statement. We
incorporate by reference the following documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, prior to the
termination of the offering:

     (a)  The description of the Common Stock included in our Registration
          Statement on Form 8-A, filed with the SEC on January 29, 1976,
          and all amendments or reports filed for the purpose of updating
          such description;

     (b)  Our Quarterly Report on Form 10-Q, filed with the SEC on June 3,
          1999, for the 13 week period ending April 29, 1999;

     (c)  Our Annual Report on Form 10-K, filed with the SEC on April 8,
          1999 for the fiscal year ended January 28, 1999;

     (d)  Our Current Report on Form 8-K filed with the SEC on January 11,
          1999 filing the Joint Proxy Statement and Prospectus, dated
          October 9, 1998;

     (e)  Our Current Report on Form 8-K filed with the SEC on April 6,
          1999; and

     (f)  The description of the Preferences and Rights of Series A Junior
          Participating Preferred Stock included in our Registration
          Statement on Form 8-A dated March 4, 1997, as amended by
          Amendment No. 1 on Form 8-A dated August 6, 1998, and Amendment
          No. 2 or Form 8-A dated March 25, 1999.


     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     The legality of the Common Stock covered by this Registration
Statement has been passed on for the Company by Thomas R. Saldin, Esq.,
Executive Vice President and General Counsel for the Company. Mr. Saldin
owns 26,813 shares of Common Stock and has an option under the Company's
1986 Nonqualified Stock Option Plan to purchase 4,000 shares of Common
Stock for $16.5625 per share (the fair market value on the date of grant),
an option under the Company's 1986 Nonqualified Stock Option Plan to
purchase 16,000 shares of Common Stock for $24.3125 per share (the fair
market value on the date of grant), an option under the Company's 1986
Nonqualified Stock Option Plan to purchase 15,000 shares for $25.125 per
share (the fair market value on the date of the grant), and three options
under the Company's 1995 Stock-Based Incentive Plan to purchase a total of
75,000 shares of Common Stock, at exercise prices (the fair market value on
the date of grant) per share of $31.875 (25,000 options), $35.00 (25,000
options) and $45.6875 (25,000 options). All of these Options became
exercisable upon completion of the American Stores acquisition. Mr. Saldin
has been granted an option to purchase $4,000,000 worth of Common Stock
with number of shares and the option price to be determined based upon the
closing price of the Common Stock on the New York Stock Exchange on June
24, 1999 (the fair market value on the date of grant).

     Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporate Law (the "DGCL")
provides that a corporation may indemnify officers, directors, employees
and agents against expenses, judgments and other amounts paid if such
person acted in good faith and in a manner they reasonably believed to be
in, or not opposed to, the best interests of the corporation, and for any
criminal action, which they had no reason to believe was unlawful. Upon
receipt of a written undertaking to reimburse the corporation if
indemnification is not appropriate the DGCL provides that a corporation may
advance expenses of defense and must reimburse a successful officer or
director defendant for expenses paid, including attorney's fees, and
permits a corporation to purchase liability insurance for its directors and
officers. The DGCL provides that an individual may not be indemnified for
any claim or matter where a court has determined that the individual is
liable to the corporation, unless the court determines otherwise.

     Our Restated Certificate of Incorporation and Bylaws provide that each
person who is involved in any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was serving as our director,
officer, employee or agent, or is or was serving at our request as a
director, officer, employee or agent of another corporation or other
enterprise, including service with respect to an employee benefit plan,
will be indemnified by us to the extent permitted by the DGCL. The
indemnification rights in our Restated Certificate are not exclusive of any
other indemnification that may be given under any law, bylaw, agreement,
vote of stockholders or disinterested directors or otherwise. We are
authorized to purchase insurance on behalf of our directors, officers,
employees and agents.

     Pursuant to our merger agreement with ASC, following our acquisition
of ASC, we will indemnify and hold harmless each present and former
director and officer of ASC or any of its subsidiaries, when acting in such
capacity, against all expenses, including attorney's fees, judgments and
other amounts paid for any action, suit, proceeding or investigation
whether civil, criminal, administrative or investigative for acts or
omissions, existing on or prior to our acquisition of ASC to the extent
permitted by the DGCL. Additionally, our merger agreement with ASC requires
us to purchase and maintain insurance covering present and former officers,
directors, employees, trustees and agents of ASC for at least six years
following our acquisition of ASC, subject to certain limitations.

     This summary is subject to the DGCL, the Company's Restated
Certificate of Incorporation, By-laws and agreements referred to above.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

     The exhibits listed below are filed herewith or are incorporated
herein by reference to other filings.

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1                 Restated Certificate of Incorporation of the Company
                    (as amended) previously filed as Exhibit 3.1 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended April 30, 1998, and incorporated herein by
                    reference

4.2                 By-Laws of the Company, dated June 24, 1999 previously
                    filed as Exhibit 4.2 to the Company's Registration
                    Statement on Form S-8 filed on July 1, 1999, and
                    incorporated herein by reference

4.3                 Stockholder Rights Plan Agreement previously filed as
                    Exhibit 1 to the Company's Registration Statement on
                    Form 8-A filed with the SEC on March 4, 1997, and
                    incorporated herein by reference

4.4                 Amendment No. 1 to Stockholder Rights Plan Agreement,
                    dated August 2, 1998, previously filed as Exhibit 1 of
                    Amendment to the Company's Registration Statement on
                    Form 8-A filed with the SEC on August 6, 1998, and
                    incorporated herein by reference

4.5                 Amendment No. 2 to Stockholders Rights Plan Agreement,
                    dated March 16, 1999, previously filed as Exhibit 1 of
                    Amendment to the Company's Registration Statement on
                    Form 8-A filed with the SEC on March 25, 1999, and
                    incorporated herein by reference

4.6                 Certificate of Designation, Preferences and Rights of
                    Series A Junior Participating Preferred Stock,
                    previously filed as Exhibit 3.1.1 to the Company's
                    Annual Report on Form 10-K for the year ended January
                    30, 1998, and incorporated herein by reference

4.7                 Amendment to Certificate of Designation, Preferences
                    and Rights of Series A Junior Participating Preferred
                    Stock, previously filed as Exhibit 3.1.2 to the
                    Company's Annual Report on Form 10-K for the year ended
                    January 28, 1999, and incorporated herein by reference

4.8                 Agreement and Plan of Merger, dated as of August 2,
                    1998, by and between the Company, ASC and Abacus
                    Holdings, Inc. previously filed as Exhibit 2 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended July 30, 1998, and incorporated herein by
                    reference

4.9                 American Stores Company 1997 Stock Option and Stock
                    Award Plan previously filed as Exhibit B to the
                    American Stores Company 1997 Annual Proxy Statement
                    filed with the SEC on May 2, 1997, and incorporated
                    herein by reference

4.10                Amendment to the American Stores Company 1997 Stock
                    Option and Stock Award Plan, dated October 8, 1998,
                    previously filed as Exhibit 10.1 to the American Stores
                    Company Quarterly Report on Form 10-Q filed on December
                    11, 1998, and incorporated herein by reference

4.11*               American Stores Company 1997A Stock Option and Stock
                    Award Plan

4.12                American Stores Company 1997 Stock Plan for
                    Non-Employee Directors previously filed as Exhibit C to
                    the American Stores Company 1997 Annual Proxy Statement
                    filed with the SEC on May 2, 1997, and incorporated
                    herein by reference

4.13*               Amended and Restated American Stores Company 1989 Stock
                    Option and Stock Award Plan

4.14*               Amended and Restated American Stores Company 1985 Stock
                    Option and Stock Award

5.1*                Opinion of Thomas R. Saldin, Esq.

23.1                Consent of Thomas R. Saldin, Esq. (included in Exhibit
                    5.1)

23.2*               Consent of Deloitte & Touche LLP, Independent Auditors

24.1                Power of Attorney (included on signature page)

------------------
* filed herewith

<PAGE>


     Item 9. Undertakings

     The Company hereby undertakes:

          (a) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3)
          of the Securities Act;

               (ii) To reflect in the prospectus any facts or events
          arising after the effective date of this Registration Statement
          (or the most recent post-effective amendment thereof) which,
          individually or in the aggregate, represent a fundamental change
          in the information set forth in this Registration Statement;

               (iii) To include any material information with respect to
          the plan of distribution not previously disclosed in this
          Registration Statement or any material change to such information
          in this Registration Statement;

     provided, however, that paragraphs (i) and (ii) do not apply if the
     information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or
     furnished to the SEC by the Company pursuant to Section 13 or Section
     15(d) of the Exchange Act that are incorporated by reference in this
     Registration Statement.

          (b) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to
     be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

          (c) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.

          (d) That, for the purpose of determining any liability under the
     Securities Act, each filing of the Company's annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act that is
     incorporated by reference in this Registration Statement shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described in Item 6 of
this Registration Statement, or otherwise, the Company has been advised
that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities 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 Securities Act and will be
governed by the final adjudication of such issue.

<PAGE>
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boise, State of Idaho, on
July 1, 1999.

                                      Albertson's, Inc.


                                       /s/ Gary G. Michael
                                       ------------------------------------
                                       By: Gary G. Michael
                                       Chairman of the Board and Chief
                                       Executive Officer


                              POWER OF ATTORNEY

      KNOW BY ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Albertson's, Inc., a
Delaware corporation, do hereby constitute and appoint each of Gary G.
Michael, Thomas R. Saldin, Esq. and A. Craig Olson, the lawful
attorneys-in-fact and agents with full power and authority to do any and
all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the
Securities Act and any rules or regulations or requirements of the SEC in
connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include
the power and authority to sign the names of the undersigned officers and
directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments
or documents filed as part of or in conjunction with this Registration
Statement or amendments or supplements thereof, and each of the undersigned
hereby ratifies and confirms that all said attorneys and agents, or any one
of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.

<PAGE>

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.

         Signature          Title                                Date
         ---------          -----                                ----

                            Chairman of the Board and
                            Chief Executive Officer             July 1, 1999
/s/ Gary G. Michael         and Director
-----------------------
    Gary G. Michael


                            Executive Vice President
/s/ A. Craig Olson          and Chief Financial Officer         July 1, 1999
-----------------------
    A. Craig Olson


/s/ Michael F. Reuling
-----------------------     Vice Chairman                       July 1, 1999
  Michael F. Reuling

                            Senior Vice President and
/s/ Richard J. Navarro      Controller                          July 1, 1999
-----------------------
  Richard J. Navarro


                            Director
-----------------------
      A. Gary Ames


/s/ Cecil D. Andrus         Director                            July 1, 1999
-----------------------
    Cecil D. Andrus


                            Director
-----------------------
    Pamela G. Bailey


/s/ Teresa Beck             Director                             July 1, 1999
-----------------------
      Teresa Beck


/s/ Henry I. Bryant         Director                             July 1, 1999
-----------------------
    Henry I. Bryant


/s/ John B. Carley          Director                             July 1, 1999
-----------------------
    John B. Carley


/s/ Paul I. Corddry         Director                             July 1, 1999
-----------------------
    Paul I. Corddry


/s/ John B. Fery            Director                             July 1, 1999
-----------------------
      John B. Fery


/s/Fernando R. Gumucio      Director                             July 1, 1999
-----------------------
   Fernando R. Gumucio


                            Director
-----------------------
     Clark A. Johnson


                            Director
-----------------------
      Charles D. Lein

                            Vice Chairman of the Board
/s/ Victor L. Lund          and Director                        July 1, 1999
-----------------------
      Victor L. Lund


/s/ Beatriz Rivera          Director                            July 1, 1999
-----------------------
      Beatriz Rivera


/s/ J.B. Scott              Director                            July 1, 1999
-----------------------
        J.B. Scott


                            Director
-----------------------
    Arthur K. Smith


/s/ Thomas L. Stevens, Jr.  Director                             July 1, 1999
-----------------------
Thomas L. Stevens, Jr.


                            Director
-----------------------
    Will M. Storey


/s/ Steven D. Symms         Director                             July 1, 1999
-----------------------
   Steven D. Symms


/s/ Thomas J. Wilford       Director                             July 1, 1999
-----------------------
  Thomas J. Wilford


<PAGE>
                             Index to Exhibits


EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1                 Restated Certificate of Incorporation of the Company
                    (as amended) previously filed as Exhibit 3.1 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended April 30, 1998, and incorporated herein by
                    reference

4.2                 By-Laws of the Company previously filed as Exhibit 4.2
                    to the Company's Registration Statement on Form S-8
                    filed on July 1, 1999, and incorporated herein by
                    reference

4.3                 Stockholder Rights Plan Agreement previously filed as
                    Exhibit 1 to the Company's Registration Statement on
                    Form 8-A filed with the SEC on March 4, 1997, and
                    incorporated herein by reference

4.4                 Amendment No. 1 to Stockholder Rights Plan Agreement,
                    dated August 2, 1998, previously filed as Exhibit 1 of
                    Amendment to the Company's Registration Statement on
                    Form 8-A filed with the SEC on August 6, 1998, and
                    incorporated herein by reference

4.5                 Amendment No. 2 to Stockholders Rights Plan Agreement,
                    dated March 16, 1999, previously filed as Exhibit 1 of
                    Amendment to the Company's Registration Statement on
                    Form 8-A filed with the SEC on March 25, 1999, and
                    incorporated herein by reference

4.6                 Certificate of Designation, Preferences and Rights of
                    Series A Junior Participating Preferred Stock,
                    previously filed as Exhibit 3.1.1 to the Company's
                    Annual Report on Form 10-K for the year ended January
                    30, 1998, and incorporated herein by reference

4.7                 Amendment to Certificate of Designation, Preferences
                    and Rights of Series A Junior Participating Preferred
                    Stock, previously filed as Exhibit 3.1.2 to the
                    Company's Annual Report on Form 10-K for the year ended
                    January 28, 1999, and incorporated herein by reference

4.8                 Agreement and Plan of Merger, dated as of August 2,
                    1998, by and between the Company, ASC and Abacus
                    Holdings, Inc. previously filed as Exhibit 2 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended July 30, 1998, and incorporated herein by
                    reference

4.9                 American Stores Company 1997 Stock Option and Stock
                    Award Plan previously filed as Exhibit B to the
                    American Stores Company 1997 Annual Proxy Statement
                    filed with the SEC on May 2, 1997, and incorporated
                    herein by reference

4.10                Amendment to the American Stores Company 1997 Stock
                    Option and Stock Award Plan, dated October 8, 1998,
                    previously filed as Exhibit 10.1 to the American Stores
                    Company Quarterly Report on Form 10-Q filed on December
                    11, 1998, and incorporated herein by reference

4.11*               American Stores Company 1997A Stock Option and Stock
                    Award Plan

4.12                American Stores Company 1997 Stock Plan for
                    Non-Employee Directors previously filed as Exhibit C to
                    the American Stores Company 1997 Annual Proxy Statement
                    filed with the SEC on May 2, 1997, and incorporated
                    herein by reference

4.13*               Amended and Restated American Stores Company 1989 Stock
                    Option and Stock Award Plan

4.14*               Amended and Restated American Stores Company 1985 Stock
                    Option and Stock Award Plan

5.1*                Opinion of Thomas R. Saldin, Esq.

23.1                Consent of Thomas R. Saldin, Esq. (included in Exhibit
                    5.1)

23.2*               Consent of Deloitte & Touche LLP, Independent Auditors

24.1                Power of Attorney (included on signature page)

------------------
* filed herewith
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1999
                                                   REGISTRATION NO.
==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                             ALBERTSON'S, INC.
           (Exact name of registrant as specified in its charter)

         DELAWARE                                         82-0184434
     (State or other                                   (I.R.S. Employer
     jurisdiction of                                Identification Number)
     incorporation or
      organization)

                        250 PARKCENTER BLVD. BOX 20
                             BOISE, IDAHO 83726
                          (Address of registrant's
                        principal executive offices)

       AMERICAN STORES COMPANY 1997 STOCK OPTION AND STOCK AWARD PLAN
      AMERICAN STORES COMPANY 1997A STOCK OPTION AND STOCK AWARD PLAN
     AMERICAN STORES COMPANY 1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                AMERICAN STORES COMPANY AMENDED AND RESTATED
                   1989 STOCK OPTION AND STOCK AWARD PLAN
                AMERICAN STORES COMPANY AMENDED AND RESTATED
                   1985 STOCK OPTION AND STOCK AWARD PLAN

                           THOMAS R. SALDIN, ESQ.
                 EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                             ALBERTSON'S, INC.
                          250 PARKCENTER BOULEVARD
                                P.O. BOX 20
                             BOISE, IDAHO 83726
                                (208) 395-6300
          (Name, address, and telephone number of agent for service)

                      CALCULATION OF REGISTRATION FEE

================================================================================
                                            PROPOSED     PROPOSED
                                             MAXIMUM      MAXIMUM
                                            OFFERING     AGGREGATE    AMOUNT OF
    TITLE OF SECURITIES      AMOUNT TO BE   PRICE PER    OFFERING   REGISTRATION
      TO BE REGISTERED      REGISTERED (1)    SHARE        PRICE         FEE
--------------------------------------------------------------------------------
Common Stock, par value       2,465,295    $33.96 (3)  $83,721,418    $23,275
$1.00 per share               shares (2)
--------------------------------------------------------------------------------
Preferred Stock Purchase      2,465,295        N/A         N/A          N/A
Rights (4)                      shares
--------------------------------------------------------------------------------
Total Registration fee                                              $23,275 (5)
================================================================================

(1)  Plus such additional number of shares as may be required in the event
     of a stock dividend, stock split, recapitalization or other similar
     event in accordance with Rule 416(a) of the Securities Act of 1933, as
     amended (the "Securities Act").

(2)  Represents the maximum number of shares of Common Stock issuable upon
     exercise of options and limited stock appreciation rights granted
     under the ASC 1997 Stock Option and Stock Award Plan, the ASC 1997A
     Stock Option and Stock Award Plan, the ASC Amended and Restated 1989
     Stock Option and Stock Award Plan, the ASC Amended and Restated 1985
     Stock Option and Stock Award Plan and the ASC 1997 Stock Plan for
     Non-Employee Directors outstanding immediately prior to the merger
     (the "Merger") described in the Agreement and Plan of Merger, dated as
     of August 2, 1998, by and among the Registrant, American Stores
     Company ("ASC") and Abacus Holdings, Inc. (the "Merger Agreement").

(3)  Pursuant to Rule 457(h) of the Securities Act, the amounts are
     calculated based upon the weighted average exercise price at which the
     stock options and limited stock appreciation rights described in
     footnote 2 above may be exercised.

(4)  Associated with Common Stock are rights to purchase Series A Junior
     Participating Preferred Stock that will not be exercisable or
     evidenced separately from such Common Stock prior to the occurrence of
     certain events.

(5)  Pursuant to the requirements of Rule 429 (b) of the Securities Act of
     1933, such amount represents a portion of the registration fee of
     $136,710 relating to 15,776,142 shares of ASC Common Stock previously
     paid with the Registration Statement on Form S-4 (Registration No.
     333-63019) (184,500,000 shares) to which this registration statement
     relates.
PART I

EXPLANATORY NOTE

     This Form S-8 relates to 2,465,295 shares of Common Stock which may be
issued upon the exercise of options and/or limited stock appreciation
rights granted under the American Stores Company 1997 Stock Option and
Stock Award Plan, 1997 Stock Option and Stock Award Plan, 1997A Stock Plan
for Non-Employee Directors, Amended and Restated 1989 Stock Option and
Stock Award Plan and Amended and Restated 1985 Stock Option and Stock Award
Plan (the "ASC Stock Plans").

     Pursuant to the Agreement and Plan of Merger (the "Merger Agreement")
dated August 2, 1998 by and between Albertson's, Inc., American Stores
Company ("ASC"), and Abacus Holdings, Inc. ("Sub"), the following events,
among others, occurred:

     (a)  ASC was acquired by, and became a wholly-owned subsidiary of,
          Albertson's, Inc. through the merger of Sub with and into ASC
          (the "Merger"); and

     (b)  outstanding options and limited stock appreciation rights to
          purchase shares of ASC common stock granted under the ASC Stock
          Plans were converted into options and limited stock appreciation
          rights to purchase shares of Common Stock.

     The documents containing information specified by Part I of this
Registration Statement have been or will be sent or given to holders of
options granted under the ASC Stock Plans, as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities Act. Such document(s) are not required to be filed with the SEC
but constitute (along with the documents incorporated by reference into
this Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities
Act of 1933.

     References to the "Company" shall mean Albertson's, Inc., a Delaware
corporation.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file
at the SEC's public reference rooms in Washington, D.C., New York, NY and
Chicago, IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the
public from the SEC's web site at http://www.sec.gov. Reports, proxy and
information statements and other information concerning us can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street,
New York, NY 10005.

     The SEC allows us to "incorporate by reference" information into this
Registration Statement, which means that we can disclose important
information to you by referring you to another document filed separately
with the SEC. The information incorporated by reference is considered to be
part of this Registration Statement, and later information that we file
with the SEC will automatically update this Registration Statement. We
incorporate by reference the following documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, prior to the
termination of the offering:

     (a)  The description of the Common Stock included in our Registration
          Statement on Form 8-A, filed with the SEC on January 29, 1976,
          and all amendments or reports filed for the purpose of updating
          such description;

     (b)  Our Quarterly Report on Form 10-Q, filed with the SEC on June 3,
          1999, for the 13 week period ending April 29, 1999;

     (c)  Our Annual Report on Form 10-K, filed with the SEC on April 8,
          1999 for the fiscal year ended January 28, 1999;

     (d)  Our Current Report on Form 8-K filed with the SEC on January 11,
          1999 filing the Joint Proxy Statement and Prospectus, dated
          October 9, 1998;

     (e)  Our Current Report on Form 8-K filed with the SEC on April 6,
          1999; and

     (f)  The description of the Preferences and Rights of Series A Junior
          Participating Preferred Stock included in our Registration
          Statement on Form 8-A dated March 4, 1997, as amended by
          Amendment No. 1 on Form 8-A dated August 6, 1998, and Amendment
          No. 2 or Form 8-A dated March 25, 1999.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     The legality of the Common Stock covered by this Registration
Statement has been passed on for the Company by Thomas R. Saldin, Esq.,
Executive Vice President and General Counsel for the Company. Mr. Saldin
owns 26,813 shares of Common Stock and has an option under the Company's
1986 Nonqualified Stock Option Plan to purchase 4,000 shares of Common
Stock for $16.5625 per share (the fair market value on the date of grant),
an option under the Company's 1986 Nonqualified Stock Option Plan to
purchase 16,000 shares of Common Stock for $24.3125 per share (the fair
market value on the date of grant), an option under the Company's 1986
Nonqualified Stock Option Plan to purchase 15,000 shares for $25.125 per
share (the fair market value on the date of the grant), and three options
under the Company's 1995 Stock-Based Incentive Plan to purchase a total of
75,000 shares of Common Stock, at exercise prices (the fair market value on
the date of grant) per share of $31.875 (25,000 options), $35.00 (25,000
options) and $45.6875 (25,000 options). All of these Options became
exercisable upon completion of the American Stores acquisition. Mr. Saldin
has been granted an option to purchase $4,000,000 worth of Common Stock
with number of shares and the option price to be determined based upon the
closing price of the Common Stock on the New York Stock Exchange on June
24, 1999 (the fair market value on the date of grant).

     Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporate Law (the "DGCL")
provides that a corporation may indemnify officers, directors, employees
and agents against expenses, judgments and other amounts paid if such
person acted in good faith and in a manner they reasonably believed to be
in, or not opposed to, the best interests of the corporation, and for any
criminal action, which they had no reason to believe was unlawful. Upon
receipt of a written undertaking to reimburse the corporation if
indemnification is not appropriate the DGCL provides that a corporation may
advance expenses of defense and must reimburse a successful officer or
director defendant for expenses paid, including attorney's fees, and
permits a corporation to purchase liability insurance for its directors and
officers. The DGCL provides that an individual may not be indemnified for
any claim or matter where a court has determined that the individual is
liable to the corporation, unless the court determines otherwise.

     Our Restated Certificate of Incorporation and Bylaws provide that each
person who is involved in any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was serving as our director,
officer, employee or agent, or is or was serving at our request as a
director, officer, employee or agent of another corporation or other
enterprise, including service with respect to an employee benefit plan,
will be indemnified by us to the extent permitted by the DGCL. The
indemnification rights in our Restated Certificate are not exclusive of any
other indemnification that may be given under any law, bylaw, agreement,
vote of stockholders or disinterested directors or otherwise. We are
authorized to purchase insurance on behalf of our directors, officers,
employees and agents.

     Pursuant to our merger agreement with ASC, following our acquisition
of ASC, we will indemnify and hold harmless each present and former
director and officer of ASC or any of its subsidiaries, when acting in such
capacity, against all expenses, including attorney's fees, judgments and
other amounts paid for any action, suit, proceeding or investigation
whether civil, criminal, administrative or investigative for acts or
omissions, existing on or prior to our acquisition of ASC to the extent
permitted by the DGCL. Additionally, our merger agreement with ASC requires
us to purchase and maintain insurance covering present and former officers,
directors, employees, trustees and agents of ASC for at least six years
following our acquisition of ASC, subject to certain limitations.

     This summary is subject to the DGCL, the Company's Restated
Certificate of Incorporation, By-laws and agreements referred to above.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

     The exhibits listed below are filed herewith or are incorporated
herein by reference to other filings.

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1                 Restated Certificate of Incorporation of the Company
                    (as amended) previously filed as Exhibit 3.1 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended April 30, 1998, and incorporated herein by
                    reference

4.2                 By-Laws of the Company, dated June 24, 1999 previously
                    filed as Exhibit 4.2 to the Company's Registration
                    Statement on Form S-8 filed on July 1, 1999, and
                    incorporated herein by reference

4.3                 Stockholder Rights Plan Agreement previously filed as
                    Exhibit 1 to the Company's Registration Statement on
                    Form 8-A filed with the SEC on March 4, 1997, and
                    incorporated herein by reference

4.4                 Amendment No. 1 to Stockholder Rights Plan Agreement,
                    dated August 2, 1998, previously filed as Exhibit 1 of
                    Amendment to the Company's Registration Statement on
                    Form 8-A filed with the SEC on August 6, 1998, and
                    incorporated herein by reference

4.5                 Amendment No. 2 to Stockholders Rights Plan Agreement,
                    dated March 16, 1999, previously filed as Exhibit 1 of
                    Amendment to the Company's Registration Statement on
                    Form 8-A filed with the SEC on March 25, 1999, and
                    incorporated herein by reference

4.6                 Certificate of Designation, Preferences and Rights of
                    Series A Junior Participating Preferred Stock,
                    previously filed as Exhibit 3.1.1 to the Company's
                    Annual Report on Form 10-K for the year ended January
                    30, 1998, and incorporated herein by reference

4.7                 Amendment to Certificate of Designation, Preferences
                    and Rights of Series A Junior Participating Preferred
                    Stock, previously filed as Exhibit 3.1.2 to the
                    Company's Annual Report on Form 10-K for the year ended
                    January 28, 1999, and incorporated herein by reference

4.8                 Agreement and Plan of Merger, dated as of August 2,
                    1998, by and between the Company, ASC and Abacus
                    Holdings, Inc. previously filed as Exhibit 2 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended July 30, 1998, and incorporated herein by
                    reference

4.9                 American Stores Company 1997 Stock Option and Stock
                    Award Plan previously filed as Exhibit B to the
                    American Stores Company 1997 Annual Proxy Statement
                    filed with the SEC on May 2, 1997, and incorporated
                    herein by reference

4.10                Amendment to the American Stores Company 1997 Stock
                    Option and Stock Award Plan, dated October 8, 1998,
                    previously filed as Exhibit 10.1 to the American Stores
                    Company Quarterly Report on Form 10-Q filed on December
                    11, 1998, and incorporated herein by reference

4.11*               American Stores Company 1997A Stock Option and Stock
                    Award Plan

4.12                American Stores Company 1997 Stock Plan for
                    Non-Employee Directors previously filed as Exhibit C to
                    the American Stores Company 1997 Annual Proxy Statement
                    filed with the SEC on May 2, 1997, and incorporated
                    herein by reference

4.13*               Amended and Restated American Stores Company 1989 Stock
                    Option and Stock Award Plan

4.14*               Amended and Restated American Stores Company 1985 Stock
                    Option and Stock Award

5.1*                Opinion of Thomas R. Saldin, Esq.

23.1                Consent of Thomas R. Saldin, Esq. (included in Exhibit
                    5.1)

23.2*               Consent of Deloitte & Touche LLP, Independent Auditors

24.1                Power of Attorney (included on signature page)

------------------
* filed herewith
Item 9. Undertakings

     The Company hereby undertakes:

          (a) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3)
          of the Securities Act;

               (ii) To reflect in the prospectus any facts or events
          arising after the effective date of this Registration Statement
          (or the most recent post-effective amendment thereof) which,
          individually or in the aggregate, represent a fundamental change
          in the information set forth in this Registration Statement;

               (iii) To include any material information with respect to
          the plan of distribution not previously disclosed in this
          Registration Statement or any material change to such information
          in this Registration Statement;

     provided, however, that paragraphs (i) and (ii) do not apply if the
     information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or
     furnished to the SEC by the Company pursuant to Section 13 or Section
     15(d) of the Exchange Act that are incorporated by reference in this
     Registration Statement.

          (b) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to
     be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

          (c) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.

          (d) That, for the purpose of determining any liability under the
     Securities Act, each filing of the Company's annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act that is
     incorporated by reference in this Registration Statement shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described in Item 6 of
this Registration Statement, or otherwise, the Company has been advised
that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities 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 Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boise, State of Idaho, on
July 1, 1999.

                                      Albertson's, Inc.

                                       /s/ Gary G. Michael
                                       ------------------------------------
                                       By: Gary G. Michael
                                       Chairman of the Board and Chief
                                       Executive Officer

                              POWER OF ATTORNEY

      KNOW BY ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Albertson's, Inc., a
Delaware corporation, do hereby constitute and appoint each of Gary G.
Michael, Thomas R. Saldin, Esq. and A. Craig Olson, the lawful
attorneys-in-fact and agents with full power and authority to do any and
all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the
Securities Act and any rules or regulations or requirements of the SEC in
connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include
the power and authority to sign the names of the undersigned officers and
directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments
or documents filed as part of or in conjunction with this Registration
Statement or amendments or supplements thereof, and each of the undersigned
hereby ratifies and confirms that all said attorneys and agents, or any one
of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.

         Signature          Title                                Date
         ---------          -----                                ----

                            Chairman of the Board and
                            Chief Executive Officer             July 1, 1999
/s/ Gary G. Michael         and Director
-----------------------
    Gary G. Michael

                            Executive Vice President
/s/ A. Craig Olson          and Chief Financial Officer         July 1, 1999
-----------------------
    A. Craig Olson

/s/ Michael F. Reuling
-----------------------     Vice Chairman                       July 1, 1999
  Michael F. Reuling

                            Senior Vice President and
/s/ Richard J. Navarro      Controller                          July 1, 1999
-----------------------
  Richard J. Navarro

                            Director
-----------------------
      A. Gary Ames

/s/ Cecil D. Andrus         Director                            July 1, 1999
-----------------------
    Cecil D. Andrus

                            Director
-----------------------
    Pamela G. Bailey

/s/ Teresa Beck             Director                             July 1, 1999
-----------------------
      Teresa Beck

/s/ Henry I. Bryant         Director                             July 1, 1999
-----------------------
    Henry I. Bryant

/s/ John B. Carley          Director                             July 1, 1999
-----------------------
    John B. Carley

/s/ Paul I. Corddry         Director                             July 1, 1999
-----------------------
    Paul I. Corddry

/s/ John B. Fery            Director                             July 1, 1999
-----------------------
      John B. Fery

/s/Fernando R. Gumucio      Director                             July 1, 1999
-----------------------
   Fernando R. Gumucio

                            Director
-----------------------
     Clark A. Johnson

                            Director
-----------------------
      Charles D. Lein

                            Vice Chairman of the Board
/s/ Victor L. Lund          and Director                        July 1, 1999
-----------------------
      Victor L. Lund

/s/ Beatriz Rivera          Director                            July 1, 1999
-----------------------
      Beatriz Rivera

/s/ J.B. Scott              Director                            July 1, 1999
-----------------------
        J.B. Scott

                            Director
-----------------------
    Arthur K. Smith

/s/ Thomas L. Stevens, Jr.  Director                             July 1, 1999
-----------------------
Thomas L. Stevens, Jr.

                            Director
-----------------------
    Will M. Storey

/s/ Steven D. Symms         Director                             July 1, 1999
-----------------------
   Steven D. Symms

/s/ Thomas J. Wilford       Director                             July 1, 1999
-----------------------
  Thomas J. Wilford
Index to Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1                 Restated Certificate of Incorporation of the Company
                    (as amended) previously filed as Exhibit 3.1 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended April 30, 1998, and incorporated herein by
                    reference

4.2                 By-Laws of the Company previously filed as Exhibit 4.2
                    to the Company's Registration Statement on Form S-8
                    filed on July 1, 1999, and incorporated herein by
                    reference

4.3                 Stockholder Rights Plan Agreement previously filed as
                    Exhibit 1 to the Company's Registration Statement on
                    Form 8-A filed with the SEC on March 4, 1997, and
                    incorporated herein by reference

4.4                 Amendment No. 1 to Stockholder Rights Plan Agreement,
                    dated August 2, 1998, previously filed as Exhibit 1 of
                    Amendment to the Company's Registration Statement on
                    Form 8-A filed with the SEC on August 6, 1998, and
                    incorporated herein by reference

4.5                 Amendment No. 2 to Stockholders Rights Plan Agreement,
                    dated March 16, 1999, previously filed as Exhibit 1 of
                    Amendment to the Company's Registration Statement on
                    Form 8-A filed with the SEC on March 25, 1999, and
                    incorporated herein by reference

4.6                 Certificate of Designation, Preferences and Rights of
                    Series A Junior Participating Preferred Stock,
                    previously filed as Exhibit 3.1.1 to the Company's
                    Annual Report on Form 10-K for the year ended January
                    30, 1998, and incorporated herein by reference

4.7                 Amendment to Certificate of Designation, Preferences
                    and Rights of Series A Junior Participating Preferred
                    Stock, previously filed as Exhibit 3.1.2 to the
                    Company's Annual Report on Form 10-K for the year ended
                    January 28, 1999, and incorporated herein by reference

4.8                 Agreement and Plan of Merger, dated as of August 2,
                    1998, by and between the Company, ASC and Abacus
                    Holdings, Inc. previously filed as Exhibit 2 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended July 30, 1998, and incorporated herein by
                    reference

4.9                 American Stores Company 1997 Stock Option and Stock
                    Award Plan previously filed as Exhibit B to the
                    American Stores Company 1997 Annual Proxy Statement
                    filed with the SEC on May 2, 1997, and incorporated
                    herein by reference

4.10                Amendment to the American Stores Company 1997 Stock
                    Option and Stock Award Plan, dated October 8, 1998,
                    previously filed as Exhibit 10.1 to the American Stores
                    Company Quarterly Report on Form 10-Q filed on December
                    11, 1998, and incorporated herein by reference

4.11*               American Stores Company 1997A Stock Option and Stock
                    Award Plan

4.12                American Stores Company 1997 Stock Plan for
                    Non-Employee Directors previously filed as Exhibit C to
                    the American Stores Company 1997 Annual Proxy Statement
                    filed with the SEC on May 2, 1997, and incorporated
                    herein by reference

4.13*               Amended and Restated American Stores Company 1989 Stock
                    Option and Stock Award Plan

4.14*               Amended and Restated American Stores Company 1985 Stock
                    Option and Stock Award Plan

5.1*                Opinion of Thomas R. Saldin, Esq.

23.1                Consent of Thomas R. Saldin, Esq. (included in Exhibit
                    5.1)

23.2*               Consent of Deloitte & Touche LLP, Independent Auditors

24.1                Power of Attorney (included on signature page)

------------------
* filed herewith