Registration No.

   As filed with the Securities and Exchange Commission on September 24, 1999



================================================================================
                       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 jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                     Identification Number)

                           250 Parkcenter Blvd. Box 20
                               Boise, Idaho 83726
                       (Address of registrant's principal
                               executive offices)

                    Albertson's Savings & Retirement Estates


                             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

<TABLE>
<CAPTION>

--------------------------------------------- -------------------- ----------------- ----------------- =====================
                                                                       Proposed       Proposed Maximum
            Title of Securities                  Amount to be          Maximum           Aggregate          Amount of
              to be Registered                  Registered (1)      Offering Price     Offering Price    Registration Fee
                                                                      Per Share
--------------------------------------------- -------------------- ----------------- ----------------- ---------------------
<S>                                           <C>                  <C>               <C>               <C>
Common Stock, par value $1.00 per share (2)   5,000,000 shares(3)    $41.5625 (4)      $207,812,500          $52,572
--------------------------------------------- -------------------- ----------------- ----------------- ---------------------
Preferred Stock Purchase Rights (5)            00,000,000 shares         N/A               N/A                 N/A
--------------------------------------------- -------------------- ----------------- ----------------- =====================
</TABLE>

(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)  Pursuant to Rule 429,  450,000  shares of Common Stock  registered  for the
     American   Stores   Retirement   Estates  is  being  carried  forward  from
     Registration Statement No. 333-82161.  Accordingly,  the filing fee payable
     with this  registration  statement  has been  calculated  with  respect  to
     4,550,000 registered securities.

(3)  Represents  shares of Common  Stock  which  may be issued  pursuant  to the
     Albertson's  Savings & Retirement  Estates.  Pursuant to Rule 416(c) of the
     Securities Act, this  Registration  Statement also covers an  indeterminate
     amount of interests  to be offered  pursuant to the  Albertson's  Savings &
     Retirement Estates defined contribution plan.

(4)  Estimated  solely  for the  purpose of  determining  the  registration  fee
     pursuant to Rule 457(h) of the Securities Act based upon the average of the
     high and low prices of the  Registrant's  common stock, par value $1.00 per
     share  ("Common  Stock"),  as  reported  by the New York Stock  Exchange on
     September 22, 1999.

(5)  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.


<PAGE>


                                     PART I
EXPLANATORY NOTE

         This Registration Statement on Form S-8 relates to

         (a)  5,000,000  shares of Common Stock which may be issued  pursuant to
              the Albertson's Savings & Retirement Estates defined  contribution
              plan ("ASRE"); and

         (b)  an indeterminate amount of interests to be offered pursuant to the
              ASRE.

         The  documents  containing  information  specified  by  Part I of  this
Registration Statement have been or will be sent or given to participants in the
ASRE, 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,  including  the  section  captioned  "Description  of
              Albertson's Capital Stock" in Albertson's  Registration  Statement
              on Form S-4 dated October 9, 1998, Registration No. 33-63019;

     (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 Quarterly Report on Form 10-Q, filed with the SEC on September
              8,  1999,  for the 26 week  period ending July 29, 1999;

     (d)      Our  Annual  Report on Form  10-K,  filed with the SEC on April 8,
              1999 for the fiscal year ended  January 28,  1999  (excluding  the
              Independent  Auditors'  Report,  together  with  the  Consolidated
              Financial Statements and the related notes thereto);
<PAGE>

     (e)      The Annual  Report on Form 11-K for the  American  Stores  Company
              Retirement  Estates  (predecessor to the ASRE),  filed by American
              Stores Company with the SEC on June 25, 1999;

     (f)      The Annual Report on Form 11-K for the Albertson's  Employees' Tax
              Deferred Savings Plan (predecessor to the ASRE) on June 28, 1999;

     (g)      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;

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

     (i)      Our Current Report on Form 8-K filed with the SEC on July 2, 1999;

     (j)      Our Current Report on Form 8-K filed with the SEC on September 22,
              1999; and

     (k)      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 by  Amendment  No. 2 on
              Form 8-A dated March 24, 1999.


         Item 4.  Description of Securities

         Not applicable.


         Item 5.  Interests of Named Experts and Counsel

         Not applicable.


         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.

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

<PAGE>

         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.

         The Albertson's Savings & Retirement Estates is qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended,  and the plan has been,
and any future  amendment  thereto will be,  submitted  to the Internal  Revenue
Service  in a timely  manner  and all  changes  required  by the IRS in order to
qualify the plan will be made.

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  3.1 to the  Company's   Current
                                    Report on Form 8-K

4.3                                 Stockholder Rights Plan Agreement previously
                                    filed as  Exhibit 1 to the  Company's Regis-
                                    tration 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*                                Albertson's  Savings  &  Retirement  Estates
                                    (Amended  and  Restated  as of September 26,
                                    1999)

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

23.3*                               Consent of  Ernst &  Young 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   Regis-
                           tration 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 Registra-
                           tion 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 September 24, 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.

<TABLE>
            <S>                         <C>                                     <C>

               Signature                Title                                   Date

                                        Chairman of the Board and
                                        Chief Executive Officer and
            /s/ Gary G. Michael         Director                                September 24, 1999
                Gary G. Michael


                                        Executive Vice President and Chief
            /s/ A. Craig Olson          Financial Officer                       September 24, 1999
                A. Craig Olson


            /s/ Michael F. Reuling       Vice Chairman of the Company           September 24, 1999
                Michael F. Reuling


            /s/ Richard J. Navarro       Senior Vice President and Controller
                Richard J. Navarro                                              September 24, 1999


            /s/ A. Gary Ames             Director                               September 24, 1999
                A. Gary Ames


            /s/ Cecil D. Anrus           Director                               September 24, 1999
                Cecil D. Andrus


            /s/ Pamela G. Bailey         Director                               September 24, 1999
                Pamela G. Bailey


            /s/ Teresa Beck              Director                               September 24, 1999
                Teresa Beck


            /s/ Henry I. Bryant          Director                               September 24, 1999
                Henry I. Bryant

</TABLE>
<PAGE>
<TABLE>
            <S>                          <C>                                    <C>

            Signature                    Title                                  Date


            /s/ John B. Fery             Director                               September 24, 1999
                John B. Fery


            /s/ Fernando R. Gumucio      Director                               September 24, 1999
                Fernando R. Gumucio


            /s/ Clark A. Johnson         Director                               September 24, 1999
                Clark A. Johnson


            /s/ Charles D. Lein          Director                               September 24, 1999
                Charles D. Lein


                                         Vice Chairman of the Board
            /s/ Victor L. Lund           and Director                           September 24, 1999
                Victor L. Lund


            /s/ J. B. Scott              Director                               September 24, 1999
                J.B. Scott


            /s/ Arthur K. Smith          Director                               September 24, 1999
                Arthur K. Smith


            /s/ Thomas L. Stevens, Jr.   Director                               September 24, 1999
                Thomas L. Stevens, Jr.


            /s/ Steven D. Symms          Director                               September 24, 1999
                Steven D. Symms


            /s/ Thomas J. Wilford        Director                               September 24, 1999
                Thomas J. Wilford


</TABLE>
<PAGE>


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
administrator  of the Albertson's  Savings & Retirement  Estates 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 September
24, 1999.



                                       Albertson's Savings & Retirement Estates

                                       By: Albertson's, Inc.




                                       /s/ Steven D. Young
                                       By: Steven D. Young
                                       Executive Vice President, Human Resources
                                       and Chairman, Benefit Plans Committee


<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  3.1  to  the  Company's Current
                                    Report on Form 8-K

4.3                                 Stockholder Rights Plan Agreement previously
                                    filed as  Exhibit  1 to the Company's Regis-
                                    tration 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*                                Albertson's  Savings  &  Retirement  Estates
                                    (Amended and Restated as of September    26,
                                    1999)

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

23.3*                               Consent of  Ernst &  Young LLP,  Independent
                                    Auditors

24.1                                Power  of  Attorney  (included on  signature
                                    page)

---------------------------
* filed herewith
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{"company-data": {"conformed-name": "ALBERTSONS INC /DE/", "cik": "0000003333", "assigned-sic": "5411", "irs-number": "820184434", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87773", "film-number": "99716931"}, "business-address": {"street1": "250 PARKCENTER BLVD", "street2": "P O BOX 20", "city": "BOISE", "state": "ID", "zip": "83726", "phone": "2083956200"}, "mail-address": {"street1": "250 PARKCENTER BLVD", "street2": "P O BOX 20", "city": "BOISE", "state": "ID", "zip": "83726"}}
Registration No.

   As filed with the Securities and Exchange Commission on September 24, 1999

================================================================================
                       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 jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                     Identification Number)

                           250 Parkcenter Blvd. Box 20
                               Boise, Idaho 83726
                       (Address of registrant's principal
                               executive offices)

                    Albertson's Savings & Retirement Estates

                             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
            Title of Securities                  Amount to be          Maximum           Aggregate          Amount of
              to be Registered                  Registered (1)      Offering Price     Offering Price    Registration Fee
                                                                      Per Share
--------------------------------------------- -------------------- ----------------- ----------------- ---------------------
Common Stock, par value $1.00 per share (2)   5,000,000 shares(3)    $41.5625 (4)      $207,812,500          $52,572
--------------------------------------------- -------------------- ----------------- ----------------- ---------------------
Preferred Stock Purchase Rights (5)            00,000,000 shares         N/A               N/A                 N/A
--------------------------------------------- -------------------- ----------------- ----------------- =====================
(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)  Pursuant to Rule 429,  450,000  shares of Common Stock  registered  for the
     American   Stores   Retirement   Estates  is  being  carried  forward  from
     Registration Statement No. 333-82161.  Accordingly,  the filing fee payable
     with this  registration  statement  has been  calculated  with  respect  to
     4,550,000 registered securities.

(3)  Represents  shares of Common  Stock  which  may be issued  pursuant  to the
     Albertson's  Savings & Retirement  Estates.  Pursuant to Rule 416(c) of the
     Securities Act, this  Registration  Statement also covers an  indeterminate
     amount of interests  to be offered  pursuant to the  Albertson's  Savings &
     Retirement Estates defined contribution plan.

(4)  Estimated  solely  for the  purpose of  determining  the  registration  fee
     pursuant to Rule 457(h) of the Securities Act based upon the average of the
     high and low prices of the  Registrant's  common stock, par value $1.00 per
     share  ("Common  Stock"),  as  reported  by the New York Stock  Exchange on
     September 22, 1999.

(5)  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.
PART I
EXPLANATORY NOTE

         This Registration Statement on Form S-8 relates to

         (a)  5,000,000  shares of Common Stock which may be issued  pursuant to
              the Albertson's Savings & Retirement Estates defined  contribution
              plan ("ASRE"); and

         (b)  an indeterminate amount of interests to be offered pursuant to the
              ASRE.

         The  documents  containing  information  specified  by  Part I of  this
Registration Statement have been or will be sent or given to participants in the
ASRE, 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,  including  the  section  captioned  "Description  of
              Albertson's Capital Stock" in Albertson's  Registration  Statement
              on Form S-4 dated October 9, 1998, Registration No. 33-63019;

     (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 Quarterly Report on Form 10-Q, filed with the SEC on September
              8,  1999,  for the 26 week  period ending July 29, 1999;

     (d)      Our  Annual  Report on Form  10-K,  filed with the SEC on April 8,
              1999 for the fiscal year ended  January 28,  1999  (excluding  the
              Independent  Auditors'  Report,  together  with  the  Consolidated
              Financial Statements and the related notes thereto);
(e)      The Annual  Report on Form 11-K for the  American  Stores  Company
              Retirement  Estates  (predecessor to the ASRE),  filed by American
              Stores Company with the SEC on June 25, 1999;

     (f)      The Annual Report on Form 11-K for the Albertson's  Employees' Tax
              Deferred Savings Plan (predecessor to the ASRE) on June 28, 1999;

     (g)      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;

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

     (i)      Our Current Report on Form 8-K filed with the SEC on July 2, 1999;

     (j)      Our Current Report on Form 8-K filed with the SEC on September 22,
              1999; and

     (k)      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 by  Amendment  No. 2 on
              Form 8-A dated March 24, 1999.

         Item 4.  Description of Securities

         Not applicable.

         Item 5.  Interests of Named Experts and Counsel

         Not applicable.

         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.

         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.

         The Albertson's Savings & Retirement Estates is qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended,  and the plan has been,
and any future  amendment  thereto will be,  submitted  to the Internal  Revenue
Service  in a timely  manner  and all  changes  required  by the IRS in order to
qualify the plan will be made.

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  3.1 to the  Company's   Current
                                    Report on Form 8-K

4.3                                 Stockholder Rights Plan Agreement previously
                                    filed as  Exhibit 1 to the  Company's Regis-
                                    tration 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*                                Albertson's  Savings  &  Retirement  Estates
                                    (Amended  and  Restated  as of September 26,
                                    1999)

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

23.3*                               Consent of  Ernst &  Young 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   Regis-
                           tration 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 Registra-
                           tion 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 September 24, 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 and
            /s/ Gary G. Michael         Director                                September 24, 1999
                Gary G. Michael

                                        Executive Vice President and Chief
            /s/ A. Craig Olson          Financial Officer                       September 24, 1999
                A. Craig Olson

            /s/ Michael F. Reuling       Vice Chairman of the Company           September 24, 1999
                Michael F. Reuling

            /s/ Richard J. Navarro       Senior Vice President and Controller
                Richard J. Navarro                                              September 24, 1999

            /s/ A. Gary Ames             Director                               September 24, 1999
                A. Gary Ames

            /s/ Cecil D. Anrus           Director                               September 24, 1999
                Cecil D. Andrus

            /s/ Pamela G. Bailey         Director                               September 24, 1999
                Pamela G. Bailey

            /s/ Teresa Beck              Director                               September 24, 1999
                Teresa Beck

            /s/ Henry I. Bryant          Director                               September 24, 1999
                Henry I. Bryant
Signature                    Title                                  Date

            /s/ John B. Fery             Director                               September 24, 1999
                John B. Fery

            /s/ Fernando R. Gumucio      Director                               September 24, 1999
                Fernando R. Gumucio

            /s/ Clark A. Johnson         Director                               September 24, 1999
                Clark A. Johnson

            /s/ Charles D. Lein          Director                               September 24, 1999
                Charles D. Lein

                                         Vice Chairman of the Board
            /s/ Victor L. Lund           and Director                           September 24, 1999
                Victor L. Lund

            /s/ J. B. Scott              Director                               September 24, 1999
                J.B. Scott

            /s/ Arthur K. Smith          Director                               September 24, 1999
                Arthur K. Smith

            /s/ Thomas L. Stevens, Jr.   Director                               September 24, 1999
                Thomas L. Stevens, Jr.

            /s/ Steven D. Symms          Director                               September 24, 1999
                Steven D. Symms

            /s/ Thomas J. Wilford        Director                               September 24, 1999
                Thomas J. Wilford
Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
administrator  of the Albertson's  Savings & Retirement  Estates 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 September
24, 1999.

                                       Albertson's Savings & Retirement Estates

                                       By: Albertson's, Inc.

                                       /s/ Steven D. Young
                                       By: Steven D. Young
                                       Executive Vice President, Human Resources
                                       and Chairman, Benefit Plans Committee
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  3.1  to  the  Company's Current
                                    Report on Form 8-K

4.3                                 Stockholder Rights Plan Agreement previously
                                    filed as  Exhibit  1 to the Company's Regis-
                                    tration 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*                                Albertson's  Savings  &  Retirement  Estates
                                    (Amended and Restated as of September    26,
                                    1999)

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

23.3*                               Consent of  Ernst &  Young LLP,  Independent
                                    Auditors

24.1                                Power  of  Attorney  (included on  signature
                                    page)

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