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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549



                                 FORM 8-K

                              CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported): February 9, 1999


                         CARR-GOTTSTEIN FOODS CO.
         (Exact Name of Registrant as Specified in its Charter)


           Delaware                      1-12116                 920135158
   (State or Other Jurisdiction   (Commission File Number)   (I.R.S. Employer
        of Incorporation)                                   Identification No.)
                                                             

   6411 A Street, Anchorage, Alaska                                99518
 (Address of Principal Executive Offices)                       (Zip Code)

      Registrant's telephone number, including area code: (907) 561-1944

                                 None
      (Former Name or Former Address, if Changed Since Last Report)





===============================================================================


<PAGE>


Item 5.  Other Events.

         On February 9, 1999,  Carr-Gottstein  Foods Co., a Delaware corporation
("CGF"), and Safeway Inc., a Delaware corporation ("Safeway"), jointly announced
that they had filed a consent  decree (the  "Consent  Decree") with the Attorney
General of the State of Alaska  regarding the  acquisition  by Safeway of all of
the outstanding shares of common stock of CGF at a price of $12.50 per share, or
a total of approximately $110 million (the "Acquisition"). The Consent Decree is
subject  to the  approval  of the  Superior  Court for the State of Alaska  (the
"State").  A court  hearing on the  Consent  Decree  will be held after a 60 day
comment  period,  during which  interested  persons may file  comments  with the
court.

         The Consent  Decree  requires  the sale of six Safeway  stores (four in
Anchorage,  Alaska, one in Eagle River,  Alaska and one in Wasilla,  Alaska) and
one CGF store in Fairbanks, Alaska. Safeway and CGF, which after the Merger will
be a wholly-owned  subsidiary of Safeway,  must provide the State of Alaska with
signed  purchase  agreements  for each of the stores  within six months from the
date the Consent  Decree is  approved  by the court.  The State has the right to
approve the purchasers,  purchase agreements,  and sale transactions.  To obtain
State  approval,  among  other  things,  the  proposed  purchaser  must have the
managerial,  operational  and  financial  capability  and  experience to compete
effectively as a viable, ongoing retailer in the supermarket industry. Following
the State's approval, Safeway and CGF generally have an additional two months in
which to complete the divestiture of the store or stores. The eight-month period
may be extended by the Attorney General of the State of Alaska.  If the proposed
sales do not occur  within  the  eight-month  period,  the  State can  appoint a
trustee to effect the  divestiture of the remaining  stores.  The Consent Decree
contains  provisions for payments by Safeway of up to $1 million for each of the
seven stores for which these deadlines are not met.

         On February 19, 1999, CGF and Safeway  jointly  announced that they had
settled  with the  Alaska  Public  Interest  Research  Group and six  individual
plaintiffs  in a purported  class  action  lawsuit  which  sought to prevent the
Acquisition (the "Litigation").

         A copy of the Press  Release  dated  February  9, 1999  announcing  the
filing of the Consent  Decree and a copy of the Press Release dated February 19,
1999  announcing  the settlement of the Litigation are filed as exhibits to this
Current Report on Form 8-K and incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits.

         The following exhibits are filed with this Current Report on Form 8-K:

         Exhibit No.  Description

           99.1      Press Release dated February 9, 1999 announcing the filing
                     of the Consent Decree.

           99.2      Press Release dated February 19, 1999 announcing the 
                     settlement of the Litigation.



<PAGE>



                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       CARR-GOTTSTEIN FOODS CO.



Date:  February 23, 1999               By: /s/ Lawrence H. Hayward
                                           -----------------------------------
                                           Name:  Lawrence H. Hayward
                                           Title: President and
                                                  Chief Executive Officer



<PAGE>

                                  EXHIBIT INDEX



Exhibit Number   Description

  99.1           Press Release dated February 9, 1999 announcing the filing of
                 the Consent Decree.

  99.2           Press Release dated February 19, 1999 announcing the settlement
                 of the Litigation.
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===============================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM 8-K

                              CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported): February 9, 1999

                         CARR-GOTTSTEIN FOODS CO.
         (Exact Name of Registrant as Specified in its Charter)

           Delaware                      1-12116                 920135158
   (State or Other Jurisdiction   (Commission File Number)   (I.R.S. Employer
        of Incorporation)                                   Identification No.)
                                                             

   6411 A Street, Anchorage, Alaska                                99518
 (Address of Principal Executive Offices)                       (Zip Code)

      Registrant's telephone number, including area code: (907) 561-1944

                                 None
      (Former Name or Former Address, if Changed Since Last Report)

===============================================================================
Item 5.  Other Events.

         On February 9, 1999,  Carr-Gottstein  Foods Co., a Delaware corporation
("CGF"), and Safeway Inc., a Delaware corporation ("Safeway"), jointly announced
that they had filed a consent  decree (the  "Consent  Decree") with the Attorney
General of the State of Alaska  regarding the  acquisition  by Safeway of all of
the outstanding shares of common stock of CGF at a price of $12.50 per share, or
a total of approximately $110 million (the "Acquisition"). The Consent Decree is
subject  to the  approval  of the  Superior  Court for the State of Alaska  (the
"State").  A court  hearing on the  Consent  Decree  will be held after a 60 day
comment  period,  during which  interested  persons may file  comments  with the
court.

         The Consent  Decree  requires  the sale of six Safeway  stores (four in
Anchorage,  Alaska, one in Eagle River,  Alaska and one in Wasilla,  Alaska) and
one CGF store in Fairbanks, Alaska. Safeway and CGF, which after the Merger will
be a wholly-owned  subsidiary of Safeway,  must provide the State of Alaska with
signed  purchase  agreements  for each of the stores  within six months from the
date the Consent  Decree is  approved  by the court.  The State has the right to
approve the purchasers,  purchase agreements,  and sale transactions.  To obtain
State  approval,  among  other  things,  the  proposed  purchaser  must have the
managerial,  operational  and  financial  capability  and  experience to compete
effectively as a viable, ongoing retailer in the supermarket industry. Following
the State's approval, Safeway and CGF generally have an additional two months in
which to complete the divestiture of the store or stores. The eight-month period
may be extended by the Attorney General of the State of Alaska.  If the proposed
sales do not occur  within  the  eight-month  period,  the  State can  appoint a
trustee to effect the  divestiture of the remaining  stores.  The Consent Decree
contains  provisions for payments by Safeway of up to $1 million for each of the
seven stores for which these deadlines are not met.

         On February 19, 1999, CGF and Safeway  jointly  announced that they had
settled  with the  Alaska  Public  Interest  Research  Group and six  individual
plaintiffs  in a purported  class  action  lawsuit  which  sought to prevent the
Acquisition (the "Litigation").

         A copy of the Press  Release  dated  February  9, 1999  announcing  the
filing of the Consent  Decree and a copy of the Press Release dated February 19,
1999  announcing  the settlement of the Litigation are filed as exhibits to this
Current Report on Form 8-K and incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits.

         The following exhibits are filed with this Current Report on Form 8-K:

         Exhibit No.  Description

           99.1      Press Release dated February 9, 1999 announcing the filing
                     of the Consent Decree.

           99.2      Press Release dated February 19, 1999 announcing the 
                     settlement of the Litigation.
SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       CARR-GOTTSTEIN FOODS CO.

Date:  February 23, 1999               By: /s/ Lawrence H. Hayward
                                           -----------------------------------
                                           Name:  Lawrence H. Hayward
                                           Title: President and
                                                  Chief Executive Officer
EXHIBIT INDEX

Exhibit Number   Description

  99.1           Press Release dated February 9, 1999 announcing the filing of
                 the Consent Decree.

  99.2           Press Release dated February 19, 1999 announcing the settlement
                 of the Litigation.