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): October 1, 1998
  
               BUTTREY FOOD AND DRUG STORES COMPANY
        (Exact Name of Registrant as Specified in Charter)
  
                             Delaware
          (State or Other Jurisdiction of Incorporation)
  
      0-19802                               81-0466189 
 (Commission File Number)           (IRS Employer Identification No.) 
  
  
           601 6th Street, S.W.
           Great Falls, Montana                               59404 
           (Address of Principal Executive Offices)          (Zip Code) 
  
 Registrant's telephone number, including area code:  (406) 761-3401 
  
                               Not Applicable 
       (Former name or former address, if Changed Since Last Report) 



 ITEM 1.   CHANGES IN CONTROL OF REGISTRANT. 
  
      On October 1, 1998, Albertson's, Inc., a Delaware corporation
 ("Parent"), through Locomotive Acquisition Corp., a Delaware corporation
 and a wholly owned subsidiary of Parent ("Purchaser"), accepted for
 purchase 8,613,411 shares of the common stock, par value $.01 per share
 (the "Shares"), of Buttrey Food and Drug Stores Company, a Delaware
 corporation (the "Company"), that had been validly tendered and not
 withdrawn pursuant to Purchaser's tender offer for all of the outstanding
 Shares at $15.50 per Share, net to the seller in cash (the "Offer").  The
 Offer was made pursuant to an Agreement and Plan of Merger (the "Merger
 Agreement"), dated as of January 19, 1998, by and among the Company, Parent
 and Purchaser, which provides for, among other things, the making of the
 Offer by Purchaser and, following the consummation of the Offer, the merger
 of Purchaser with and into the Company (the "Merger"), with the Company as
 the surviving corporation in the Merger.  The Shares purchased pursuant to
 the Offer constitute approximately 99.63% of the Shares issued and
 outstanding.  The aggregate purchase price for the Shares purchased
 pursuant to the Offer was $133,507,870.50.  Purchaser obtained all funds
 needed for such purchase through a capital contribution from Parent. 
 Parent obtained such funds from cash-on-hand and short-term and long-term
 borrowings at market interest rates. 
  
      On October 2, 1998, the Merger provided for by the Merger Agreement
 became effective.  Pursuant to the Merger, Shares which were not validly
 tendered pursuant to the Offer and accepted for purchase by Purchaser (and
 whose holders have not sought appraisal of their Shares in accordance with
 applicable provisions of Delaware law) were converted into the right to
 receive $15.50 per Share, net to the seller in cash, upon delivery of
 appropriate documentation to the Paying Agent for the Offer.  As a result
 of the Merger, Parent owns 100% of the outstanding Shares of the Company. 
  
      In accordance with the terms of the Merger Agreement, among other
 things, the Board of Directors of the Company is now composed of the former
 members of the Board of Directors of Purchaser.  The Company's Board of
 Directors intends to appoint certain new officers of the Company in
 accordance with the Company's bylaws. 
  
      To the knowledge of the Company, except as set forth herein, there are
 no arrangements, including any pledge by any person of securities of the
 Company, the operation of which may at a subsequent date result in a
 further change in control of the Company. 


                            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. 
  
  
 Date:  October 5, 1998 
                               BUTTREY FOOD AND DRUG STORES COMPANY 
  
  
                               By:  /s/ Thomas R. Saldin 
                                    __________________________
                                    Name:  Thomas R. Saldin 
                                    Title: Vice President
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4314}]
{"company-data": {"conformed-name": "BUTTREY FOOD & DRUG STORES CO", "cik": "0000882256", "assigned-sic": "5411", "irs-number": "810466189", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19802", "film-number": "98721068"}, "business-address": {"street1": "601 6TH ST SW", "city": "GREAT FALLS", "state": "MT", "zip": "59404", "phone": "4067613401"}, "mail-address": {"street1": "601 SIXTH ST SW", "city": "GREAT FALLS", "state": "MT", "zip": "59404"}}
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): October 1, 1998
  
               BUTTREY FOOD AND DRUG STORES COMPANY
        (Exact Name of Registrant as Specified in Charter)
  
                             Delaware
          (State or Other Jurisdiction of Incorporation)
  
      0-19802                               81-0466189 
 (Commission File Number)           (IRS Employer Identification No.) 
  
  
           601 6th Street, S.W.
           Great Falls, Montana                               59404 
           (Address of Principal Executive Offices)          (Zip Code) 
  
 Registrant's telephone number, including area code:  (406) 761-3401 
  
                               Not Applicable 
       (Former name or former address, if Changed Since Last Report) 

 ITEM 1.   CHANGES IN CONTROL OF REGISTRANT. 
  
      On October 1, 1998, Albertson's, Inc., a Delaware corporation
 ("Parent"), through Locomotive Acquisition Corp., a Delaware corporation
 and a wholly owned subsidiary of Parent ("Purchaser"), accepted for
 purchase 8,613,411 shares of the common stock, par value $.01 per share
 (the "Shares"), of Buttrey Food and Drug Stores Company, a Delaware
 corporation (the "Company"), that had been validly tendered and not
 withdrawn pursuant to Purchaser's tender offer for all of the outstanding
 Shares at $15.50 per Share, net to the seller in cash (the "Offer").  The
 Offer was made pursuant to an Agreement and Plan of Merger (the "Merger
 Agreement"), dated as of January 19, 1998, by and among the Company, Parent
 and Purchaser, which provides for, among other things, the making of the
 Offer by Purchaser and, following the consummation of the Offer, the merger
 of Purchaser with and into the Company (the "Merger"), with the Company as
 the surviving corporation in the Merger.  The Shares purchased pursuant to
 the Offer constitute approximately 99.63% of the Shares issued and
 outstanding.  The aggregate purchase price for the Shares purchased
 pursuant to the Offer was $133,507,870.50.  Purchaser obtained all funds
 needed for such purchase through a capital contribution from Parent. 
 Parent obtained such funds from cash-on-hand and short-term and long-term
 borrowings at market interest rates. 
  
      On October 2, 1998, the Merger provided for by the Merger Agreement
 became effective.  Pursuant to the Merger, Shares which were not validly
 tendered pursuant to the Offer and accepted for purchase by Purchaser (and
 whose holders have not sought appraisal of their Shares in accordance with
 applicable provisions of Delaware law) were converted into the right to
 receive $15.50 per Share, net to the seller in cash, upon delivery of
 appropriate documentation to the Paying Agent for the Offer.  As a result
 of the Merger, Parent owns 100% of the outstanding Shares of the Company. 
  
      In accordance with the terms of the Merger Agreement, among other
 things, the Board of Directors of the Company is now composed of the former
 members of the Board of Directors of Purchaser.  The Company's Board of
 Directors intends to appoint certain new officers of the Company in
 accordance with the Company's bylaws. 
  
      To the knowledge of the Company, except as set forth herein, there are
 no arrangements, including any pledge by any person of securities of the
 Company, the operation of which may at a subsequent date result in a
 further change in control of the Company. 

                            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. 
  
  
 Date:  October 5, 1998 
                               BUTTREY FOOD AND DRUG STORES COMPANY 
  
  
                               By:  /s/ Thomas R. Saldin 
                                    __________________________
                                    Name:  Thomas R. Saldin 
                                    Title: Vice President