AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 2001
                                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 BOULEVARD, P.O. BOX 20
                               BOISE, IDAHO 83726
                            (Address of registrant's
                          principal executive offices)


        ALBERTSON'S AMENDED AND RESTATED 1995 STOCK-BASED INCENTIVE PLAN
                            (Full title of the Plan)


                               PAUL G. ROWAN, ESQ.
          GROUP VICE PRESIDENT, BUSINESS LAW AND ACTING 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>
===================================================================================================================================

<S>                    <C>                                     <C>                    <C>                  <C>                   <C>
                                                                                Proposed          Proposed Maximum         Amount of
                                                                           Maximum Offering           Aggregate     Registration Fee
            Title of Securities                        Amount to be         Price Per Share       Offering Price
             to be Registered                         Registered (1)
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share, including
associated preferred stock purchase rights (2), (3)       20,000,000 shares         $32.25(2)          $645,000,000         $161,250
-----------------------------------------------------------------------------------------------------------------------------------
</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.

(2)      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, as reported by the New York Stock Exchange on November
         6, 2001.


<PAGE>


(3)      Associated with the Registrant's 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 20,000,000 shares of
common stock of Albertson's, Inc., par value $1.00 per share, and the associated
preferred stock purchase rights (together, the "Common Stock"), which may be
issued under our 1995 Amended and Restated Stock-Based Incentive Plan (the
"Plan").

         The documents containing information specified by Part I of this
Registration Statement have been or will be sent or given to participants in the
Plan, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933. 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 "we," "us," "our," the "Company" or "Albertson's" mean
Albertson's, Inc., a Delaware corporation.


                                     PART II


INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Albertson's files reports, proxy statements and other information with
the SEC. SEC filings made by Albertson's are available over the Internet at the
SEC's website at http://www.sec.gov. You may also read and copy any document we
file at the SEC's public reference rooms located at 450 Fifth Street, N.W., Room
1024, Washington, D.C.; 233 Broadway, Woolworth Building, New York, NY; and
Citicorp Center, 5000 West Madison Street, Suite 1400, Chicago, IL. Please
telephone the SEC at 1-800-SEC-0330 for further information on the public
reference rooms and their copying charges.

         The SEC allows Albertson's to "incorporate by reference" the
information it files with the SEC. This permits Albertson's to disclose
important information to you by referring you to these filed documents. Any
information referenced this way is considered part of this Registration
Statement, and information filed with the SEC subsequent to this Registration
Statement will be deemed to update and supersede this information automatically,
as described in more detail below.

         Albertson's incorporates by reference the following documents
previously filed with the SEC:

     o    Our Quarterly Report on Form 10-Q, filed with the SEC on September 13,
          2001, for the 26 week period ended August 2, 2001;

     o    Our  Quarterly  Report on Form  10-Q,  filed  with the SEC on June 13,
          2001, for the 13 weeks ended May 3, 2001;

<PAGE>

     o    Our Current Reports on Form 8-K, filed with the SEC on May 7, 2001 and
          April 26, 2001;

     o    Our Annual Report on Form 10-K,  filed with the SEC on April 19, 2001,
          for the fiscal year ended February 1, 2001;

     o    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; and

     o    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 on Form 8-A dated March
          25, 1999.

In addition to the documents listed above, Albertson's incorporates by reference
any future filings made by it with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 (other than information "furnished"
pursuant to Item 9 of Form 8-K) until Albertson's files a post-effective
amendment that indicates the termination of the offering of securities made by
this Registration Statement.

         ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Albertson's is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation law, or DGCL, which provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of such corporation), by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation, or is or
was serving at its request in such capacity of another corporation, or business
organization against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such person's conduct was
unlawful. A Delaware corporation may indemnify officers and directors in an
action by or in the right of a corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify the officer or director
against the expenses that such officer or director actually and reasonably
incurred.


<PAGE>


         Our Restated Certificate of Incorporation provides that, to the extent
permitted by the DGCL, a director of Albertson's will not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. Section 102(b)(7) of the DGCL permits a Delaware corporation
to include in its certificate of incorporation a provision eliminating or
limiting personal liability of directors of a corporation for monetary damages
arising from breaches of fiduciary duty, except for liability (1) for breaches
of a director's duty of loyalty to the corporation or its stockholders, (2) for
acts or omissions not in good faith or involving intentional misconduct or a
knowing violation of law, (3) for the payment of unlawful dividends or unlawful
stock purchases or redemptions or (4) for transactions in which a director
received an improper personal benefit.

         Our By-Laws provide that each person who was or is made a party to, or
is involved in, any action, suit or proceeding by reason of the fact that he or
she was a director or officer of Albertson's (or was serving at the request of
Albertson's as a director, officer, employee or agent for another entity) will
be indemnified and held harmless by Albertson's, to the fullest extent
authorized by the DGCL.

         Albertson's is insured against various liabilities that it may incur by
reason of its indemnification of officers and directors in accordance with its
By-Laws. In addition, directors and officers are insured, at the expense of
Albertson's, against certain liabilities that might arise out of their
directorship or employment, respectively, and not subject to indemnification
under the By-Laws.

         This summary is subject to the DGCL, our Restated Certificate of
Incorporation and our By-Laws.

         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 March 15, 2001 previously
                    filed as Exhibit 3.2 to the Company's Annual Report on Form
                    10-K for the fiscal year ended February 1, 2001, and
                    incorporated herein by reference

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

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

<PAGE>

4.5*                Amendment No. 2 to Stockholders Rights Agreement, dated
                    March 16, 1999, previously filed as Exhibit 1 of Amendment
                    No. 2 to the Company's Registration Statement on Form 8-A
                    filed 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, Inc. Amended and Restated 1995 Stock-Based
                    Incentive Plan

5.1                 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

23.1                Consent of Skadden, Arps, Slate, Meagher & Flom LLP
                    (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)

------------------
* Previously filed.

         ITEM 9.  UNDERTAKINGS

(a)      Albertson's hereby undertakes:

            (1) 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 of 1933;

                   (ii)       To reflect in the prospectus any facts or events
                              arising after the effective date of the
                              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
                              the registration statement;

                  (iii)       To include any material information with respect
                              to the plan of distribution not previously
                              disclosed in the registration statement or any
                              material change to such information in the
                              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 Albertson's pursuant to Section 13 or Section
         15(d) of the Securities Exchange Act of 1934 that are incorporated by
         reference in this registration statement.

<PAGE>

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

            (3) 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.

(b) Albertson's hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Albertson's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)that is
incorporated by reference in the 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Albertson's pursuant to the provisions described in Item 6 of this registration
statement, or otherwise, Albertson's has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities(other than the payment by Albertson's
of expenses incurred or paid by a director, officer or controlling person of
Albertson's 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, Albertson's 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 of 1933 and will be
governed by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 November 12, 2001.

                                                               Albertson's, Inc.



                                                         /s/ Felicia D. Thornton
                                                         By: Felicia D. Thornton
                                                    Executive Vice President and
                                                         Chief Financial Officer


<PAGE>


                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints each of Lawrence R. Johnston, Felicia D. Thornton and Paul G. Rowan,
Esq., his or her true and lawful attorney-in-fact and agent, each acting alone,
with full powers of substitution and resubstitution, for him or her and in his
or her name, place, and stead, in any and all capacities, to sign any and all
amendment (including post-effective amendments), supplements and additions to
this registration statement and to file the same, with all exhibits thereto, and
all other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or each of them or their
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof. Such attorneys-in-fact and agents shall have, and may exercise, all of
the powers hereby conferred.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

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

                                 Chairman of the Board and
                                 Chief Executive Officer
/s/ Lawrence R. Johnston         and Director                  November 12, 2001
------------------------
    Lawrence R. Johnston

                                 President and Chief Operating
/s/ Peter L. Lynch               Officer and Director          November 12, 2001
------------------
    Peter L. Lynch

                                 Executive Vice President
/s/ Felicia D. Thornton          and Chief Financial Officer   November 12, 2001
-----------------------
    Felicia D. Thornton

                                 Senior Vice President and
/s/ Richard J. Navarro           Controller                    November 12, 2001
----------------------
    Richard J. Navarro


<PAGE>


/s/ A. Gary Ames                 Director                      November 12, 2001
----------------
    A. Gary Ames


/s/ Cecil D. Andrus              Director                      November 12, 2001
-------------------
    Cecil D. Andrus


/s/ Pamela G. Bailey             Director                      November 12, 2001
--------------------
    Pamela G. Bailey


/s/ Teresa Beck                  Director                      November 12, 2001
---------------
    Teresa Beck


/s/ Henry I. Bryant              Director                      November 12, 2001
-------------------
    Henry I. Bryant


/s/ Paul I. Corddry              Director                      November 12, 2001
-------------------
    Paul I. Corddry


/s/ Clark A. Johnson             Director                      November 12, 2001
--------------------
    Clark A. Johnson


                                 Vice Chairman of the Board
/s/ Victor L. Lund               and Director                  November 12, 2001
------------------
    Victor L. Lund


/s/ Beatriz Rivera               Director                      November 12, 2001
------------------
    Beatriz Rivera


/s/ J.B. Scott                   Director                      November 12, 2001
--------------
    J.B. Scott


/s/ Will M. Storey               Director                      November 12, 2001
------------------
    Will M. Storey


<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, dated March 15, 2001 previously
                    filed as Exhibit 3.2 to the Company's Annual Report on Form
                    10-K for the fiscal year ended February 1, 2001, and
                    incorporated herein by reference

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

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

4.5*                Amendment No. 2 to Stockholders Rights Agreement, dated
                    March 16, 1999, previously filed as Exhibit 1 of Amendment
                    No. 2 to the Company's Registration Statement on Form 8-A
                    filed 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, Inc. Amended and Restated 1995 Stock-Based
                    Incentive Plan

5.1                 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

23.1                Consent of Skadden, Arps, Slate, Meagher & Flom LLP(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)

------------------
* Previously filed.
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 2001
                                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 BOULEVARD, P.O. BOX 20
                               BOISE, IDAHO 83726
                            (Address of registrant's
                          principal executive offices)

        ALBERTSON'S AMENDED AND RESTATED 1995 STOCK-BASED INCENTIVE PLAN
                            (Full title of the Plan)

                               PAUL G. ROWAN, ESQ.
          GROUP VICE PRESIDENT, BUSINESS LAW AND ACTING 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         Amount of
                                                                           Maximum Offering           Aggregate     Registration Fee
            Title of Securities                        Amount to be         Price Per Share       Offering Price
             to be Registered                         Registered (1)
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share, including
associated preferred stock purchase rights (2), (3)       20,000,000 shares         $32.25(2)          $645,000,000         $161,250
-----------------------------------------------------------------------------------------------------------------------------------
(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.

(2)      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, as reported by the New York Stock Exchange on November
         6, 2001.
(3)      Associated with the Registrant's 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 20,000,000 shares of
common stock of Albertson's, Inc., par value $1.00 per share, and the associated
preferred stock purchase rights (together, the "Common Stock"), which may be
issued under our 1995 Amended and Restated Stock-Based Incentive Plan (the
"Plan").

         The documents containing information specified by Part I of this
Registration Statement have been or will be sent or given to participants in the
Plan, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933. 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 "we," "us," "our," the "Company" or "Albertson's" mean
Albertson's, Inc., a Delaware corporation.

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Albertson's files reports, proxy statements and other information with
the SEC. SEC filings made by Albertson's are available over the Internet at the
SEC's website at http://www.sec.gov. You may also read and copy any document we
file at the SEC's public reference rooms located at 450 Fifth Street, N.W., Room
1024, Washington, D.C.; 233 Broadway, Woolworth Building, New York, NY; and
Citicorp Center, 5000 West Madison Street, Suite 1400, Chicago, IL. Please
telephone the SEC at 1-800-SEC-0330 for further information on the public
reference rooms and their copying charges.

         The SEC allows Albertson's to "incorporate by reference" the
information it files with the SEC. This permits Albertson's to disclose
important information to you by referring you to these filed documents. Any
information referenced this way is considered part of this Registration
Statement, and information filed with the SEC subsequent to this Registration
Statement will be deemed to update and supersede this information automatically,
as described in more detail below.

         Albertson's incorporates by reference the following documents
previously filed with the SEC:

     o    Our Quarterly Report on Form 10-Q, filed with the SEC on September 13,
          2001, for the 26 week period ended August 2, 2001;

     o    Our  Quarterly  Report on Form  10-Q,  filed  with the SEC on June 13,
          2001, for the 13 weeks ended May 3, 2001;
o    Our Current Reports on Form 8-K, filed with the SEC on May 7, 2001 and
          April 26, 2001;

     o    Our Annual Report on Form 10-K,  filed with the SEC on April 19, 2001,
          for the fiscal year ended February 1, 2001;

     o    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; and

     o    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 on Form 8-A dated March
          25, 1999.

In addition to the documents listed above, Albertson's incorporates by reference
any future filings made by it with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 (other than information "furnished"
pursuant to Item 9 of Form 8-K) until Albertson's files a post-effective
amendment that indicates the termination of the offering of securities made by
this Registration Statement.

         ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Albertson's is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation law, or DGCL, which provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of such corporation), by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation, or is or
was serving at its request in such capacity of another corporation, or business
organization against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such person's conduct was
unlawful. A Delaware corporation may indemnify officers and directors in an
action by or in the right of a corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify the officer or director
against the expenses that such officer or director actually and reasonably
incurred.
Our Restated Certificate of Incorporation provides that, to the extent
permitted by the DGCL, a director of Albertson's will not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. Section 102(b)(7) of the DGCL permits a Delaware corporation
to include in its certificate of incorporation a provision eliminating or
limiting personal liability of directors of a corporation for monetary damages
arising from breaches of fiduciary duty, except for liability (1) for breaches
of a director's duty of loyalty to the corporation or its stockholders, (2) for
acts or omissions not in good faith or involving intentional misconduct or a
knowing violation of law, (3) for the payment of unlawful dividends or unlawful
stock purchases or redemptions or (4) for transactions in which a director
received an improper personal benefit.

         Our By-Laws provide that each person who was or is made a party to, or
is involved in, any action, suit or proceeding by reason of the fact that he or
she was a director or officer of Albertson's (or was serving at the request of
Albertson's as a director, officer, employee or agent for another entity) will
be indemnified and held harmless by Albertson's, to the fullest extent
authorized by the DGCL.

         Albertson's is insured against various liabilities that it may incur by
reason of its indemnification of officers and directors in accordance with its
By-Laws. In addition, directors and officers are insured, at the expense of
Albertson's, against certain liabilities that might arise out of their
directorship or employment, respectively, and not subject to indemnification
under the By-Laws.

         This summary is subject to the DGCL, our Restated Certificate of
Incorporation and our By-Laws.

         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 March 15, 2001 previously
                    filed as Exhibit 3.2 to the Company's Annual Report on Form
                    10-K for the fiscal year ended February 1, 2001, and
                    incorporated herein by reference

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

4.4*                Amendment No. 1 to Stockholder Rights Agreement, dated
                    August 2, 1998, previously filed as Exhibit 1 of Amendment
                    No. 1 to the Company's Registration Statement on Form 8-A
                    filed on August 6, 1998, and incorporated herein by
                    reference
4.5*                Amendment No. 2 to Stockholders Rights Agreement, dated
                    March 16, 1999, previously filed as Exhibit 1 of Amendment
                    No. 2 to the Company's Registration Statement on Form 8-A
                    filed 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, Inc. Amended and Restated 1995 Stock-Based
                    Incentive Plan

5.1                 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

23.1                Consent of Skadden, Arps, Slate, Meagher & Flom LLP
                    (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)

------------------
* Previously filed.

         ITEM 9.  UNDERTAKINGS

(a)      Albertson's hereby undertakes:

            (1) 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 of 1933;

                   (ii)       To reflect in the prospectus any facts or events
                              arising after the effective date of the
                              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
                              the registration statement;

                  (iii)       To include any material information with respect
                              to the plan of distribution not previously
                              disclosed in the registration statement or any
                              material change to such information in the
                              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 Albertson's pursuant to Section 13 or Section
         15(d) of the Securities Exchange Act of 1934 that are incorporated by
         reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

            (3) 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.

(b) Albertson's hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Albertson's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)that is
incorporated by reference in the 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Albertson's pursuant to the provisions described in Item 6 of this registration
statement, or otherwise, Albertson's has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities(other than the payment by Albertson's
of expenses incurred or paid by a director, officer or controlling person of
Albertson's 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, Albertson's 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 of 1933 and will be
governed by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 November 12, 2001.

                                                               Albertson's, Inc.

                                                         /s/ Felicia D. Thornton
                                                         By: Felicia D. Thornton
                                                    Executive Vice President and
                                                         Chief Financial Officer
POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints each of Lawrence R. Johnston, Felicia D. Thornton and Paul G. Rowan,
Esq., his or her true and lawful attorney-in-fact and agent, each acting alone,
with full powers of substitution and resubstitution, for him or her and in his
or her name, place, and stead, in any and all capacities, to sign any and all
amendment (including post-effective amendments), supplements and additions to
this registration statement and to file the same, with all exhibits thereto, and
all other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or each of them or their
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof. Such attorneys-in-fact and agents shall have, and may exercise, all of
the powers hereby conferred.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

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

                                 Chairman of the Board and
                                 Chief Executive Officer
/s/ Lawrence R. Johnston         and Director                  November 12, 2001
------------------------
    Lawrence R. Johnston

                                 President and Chief Operating
/s/ Peter L. Lynch               Officer and Director          November 12, 2001
------------------
    Peter L. Lynch

                                 Executive Vice President
/s/ Felicia D. Thornton          and Chief Financial Officer   November 12, 2001
-----------------------
    Felicia D. Thornton

                                 Senior Vice President and
/s/ Richard J. Navarro           Controller                    November 12, 2001
----------------------
    Richard J. Navarro
/s/ A. Gary Ames                 Director                      November 12, 2001
----------------
    A. Gary Ames

/s/ Cecil D. Andrus              Director                      November 12, 2001
-------------------
    Cecil D. Andrus

/s/ Pamela G. Bailey             Director                      November 12, 2001
--------------------
    Pamela G. Bailey

/s/ Teresa Beck                  Director                      November 12, 2001
---------------
    Teresa Beck

/s/ Henry I. Bryant              Director                      November 12, 2001
-------------------
    Henry I. Bryant

/s/ Paul I. Corddry              Director                      November 12, 2001
-------------------
    Paul I. Corddry

/s/ Clark A. Johnson             Director                      November 12, 2001
--------------------
    Clark A. Johnson

                                 Vice Chairman of the Board
/s/ Victor L. Lund               and Director                  November 12, 2001
------------------
    Victor L. Lund

/s/ Beatriz Rivera               Director                      November 12, 2001
------------------
    Beatriz Rivera

/s/ J.B. Scott                   Director                      November 12, 2001
--------------
    J.B. Scott

/s/ Will M. Storey               Director                      November 12, 2001
------------------
    Will M. Storey
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, dated March 15, 2001 previously
                    filed as Exhibit 3.2 to the Company's Annual Report on Form
                    10-K for the fiscal year ended February 1, 2001, and
                    incorporated herein by reference

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

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

4.5*                Amendment No. 2 to Stockholders Rights Agreement, dated
                    March 16, 1999, previously filed as Exhibit 1 of Amendment
                    No. 2 to the Company's Registration Statement on Form 8-A
                    filed 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, Inc. Amended and Restated 1995 Stock-Based
                    Incentive Plan

5.1                 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

23.1                Consent of Skadden, Arps, Slate, Meagher & Flom LLP(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)

------------------
* Previously filed.