As filed with the
Securities and Exchange Commission on October 31, 1995
                                    Registration No. 33-

============================================================
                                                        
                                                        
             SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549
                  ----------------------
                          FORM S-8
                   REGISTRATION STATEMENT
                            UNDER
                 THE SECURITIES ACT OF 1933
                 --------------------------
                  AMERICAN STORES COMPANY
    (Exact name of issuer as specified in its charter)

         DELAWARE                            87-0207226
(State or other jurisdiction              (I.R.S. Employer 
of incorporation or organization)         Identification No.)
                                                             
                  -------------------------

                     709 E. South Temple
                  Salt Lake City, UT  84102
     (Address of principal executive offices) (Zip Code)
  
                  --------------------------
                                              
                   AMERICAN STORES COMPANY
                 EMPLOYEE STOCK PURCHASE PLAN
                   (Full title of the plan)

                  --------------------------

                     KATHLEEN E. McDERMOTT
                      CHIEF LEGAL OFFICER
                   AMERICAN STORES COMPANY
                      709 E. SOUTH TEMPLE
                   SALT LAKE CITY, UT  84102
            (Name and address of agent for service)
 
                  --------------------------

                        (801) 539-0112
(Telephone number, including area code, of agent for service)
                                                
     This Registration Statement shall become effective 
     immediately upon filing with the Securities and 
     Exchange Commission, and sales of the registered 
     securities will begin as soon as reasonably 
     practicable after such effective date. 

                CALCULATION OF REGISTRATION FEE
<TABLE>
=====================================================================================

<CAPTION>
                                             Proposed    Proposed
 Title of                                    Maximum     Maximum
Securities                Amount             Offering    Aggregate     Amount of
   to be                   to be             Price       Offering      Registration
Registered                Registered<F1>     per Share   Price         Fee

<S>                       <C>                <C>         <C>           <C>
Common Stock              7,000,000 shares   $30.125<F2> $210,875,000  $72,716.03
(Pursuant to 1995 
  Employee Stock 
  Purchase Plan)

=====================================================================================
<FN>
<F1>
This Registration Statement shall also cover any additional
shares of Common Stock which become issuable under the 
Employee Stock Purchase Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction 
effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding
shares of Common Stock.


<F2>
Calculated solely for purposes of this offering under Rule
457(h) of the 1933 Act, on the basis of the average of the
high and low selling prices per share of Common Stock of 
American Stores Company on October 26, 1995, as reported by
the New York Stock Exchange.

</FN>
</TABLE>


<PAGE>

                            PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
         -----------------------------------------------

        American Stores Company (the "Registrant") hereby
incorporates by reference into this Registration Statement
the following documents previously filed with the Securities
and Exchange Commission (the "Commission"):

        a.  The Registrant's Annual Report on Form 10-K,
Commission File No. 1-5392 for the fiscal year ending 
January 28, 1995;

        b.  The Registrant's Quarterly Report on Form 10-Q, 
Commission File No. 1-5392 for the quarter ended April 29,
1995;

        c.  The Registrant's Quarterly Report on Form 10-Q, 
Commission File No. 1-5392 for the quarter ended July 29,
1995;

        d.  The Registrant's Registration Statement on Form
8-A Commission File No. 1-5392, filed with the Commission on
May 17, 1994, in which there is described the terms, rights
and provisions applicable to the Registrant's outstanding
Common Stock; and

        e.  Any similar report filed subsequently with the
Commission and distributed to the Registrant's stockholders.

        All reports and definitive proxy or information
statements filed pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended 
(the "1934 Act") after the date of this Registration 
Statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Capital Stock
         ----------------------------

        Inapplicable.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

        Inapplicable.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

                Reference is made to Section 145 of the 
Delaware General Corporation Law which provides for 
indemnification of directors and officers in certain 
circumstances.  Article Nine of the Restated Certificate of
Incorporation of the Registrant provides the following:

                9.01  Elimination of Certain Liability of
Directors.  A Director of the Corporation shall not be 
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a Director, 
except for liability (i) for any breach of the Director's 
duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the Director derived an 
improper personal benefit.  If 

                             II-1.

<PAGE>

the Delaware General Corporation Law is amended after 
approval by the stockholders of this Article to authorize
corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director 
of the corporation shall be eliminated or limited to the 
fullest extent permitted by the Delaware General Corporation
Law, as so amended.

                Any repeal or modification of the foregoing
paragraph by the stockholders of the Corporation shall not
adversely affect any right or protection of a Director of the
corporation existing at the time of such repeal or 
modification.

                9.02  Indemnification and Insurance.

                      (a)  Right to Indemnification.  Each 
person who was or is made party or is threatened to be made 
a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative 
(hereinafter a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal 
representative, is or was a Director or officer of the 
Corporation or while serving as a Director or officer of the
Corporation is or was also serving at the request of
the Corporation as a director, officer, employee or agent of
another Corporation or of a partnership, joint venture, 
trust or other enterprise, including service with respect
to employee benefit plans, shall be indemnified and held 
harmless by the Corporation to the fullest extent authorized
by the Delaware General Corporation Law, as the same exists
or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide prior to
such amendment) against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in 
settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall 
continue as to a person who has ceased to be a Director or
officer, and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except
as provided in paragraph (b) hereof, the Corporation shall
indemnify any such person seeking indemnification in 
connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was 
authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Section shall
be a contract right (which may not be reduced or limited 
by any repeal or modification of this Section 9.02) and 
shall include the right to be paid by the Corporation 
the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that,
if the Delaware General Corporation Law requires, the payment
of such expenses incurred by a Director or officer in his or
her capacity as a Director or officer (and not in any other
capacity in which 


                                  II-2.

<PAGE>

service was or is rendered by such person while a Director or
officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of
a proceeding, shall be made only upon delivery to the 
Corporation of an undertaking, by or on behalf of such 
Director or officer, to repay all amounts so advanced if it
shall ultimately be determined that such Director or officer
is not entitled to be indemnified under this Section or 
otherwise.  The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of
the Corporation with the same scope and effect as the 
foregoing indemnification of Directors and officers.

                      (b)  Right of Claimant to Bring Suit.
If a claim under paragraph (a) of this Section is not paid in
full by the Corporation within thirty days after a written
claim has been received by the Corporation, the claimant may
at any time thereafter being suit against the Corporation to
recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid
also the expense of prosecuting such a claim.  It shall be a
defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any 
proceeding in advance of its final disposition where the 
required undertaking, if any is required, has been tendered
to the Corporation) that the claimant has not met the 
standards of conduct which make it permissible under the
Delaware General Corporation Law for the Corporation to 
indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation.  Neither
the failure of the Corporation (including its Board of 
Directors, independent legal counsel, or its stockholders) 
to have made a determination prior to the commencement of 
such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable
standard of conduct set forth in the Delaware General 
Corporation Law nor an actual determination by the 
Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the claimant has not
met such applicable standard of conduct, shall be a defense 
to the action or create a presumption that the claimant has 
not met the applicable standard of conduct.

                      (c)  Non-Exclusivity of Rights.  The
right to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition
conferred in this Section shall not be exclusive of any other
right which any person may have or hereafter acquire under 
any  statute, provision of the Certificate of Incorporation,
by-law, agreement, vote of stockholders or disinterested 
Directors or otherwise.  

                     (d)  Insurance.  The Corporation may
maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or 
other enterprise against any such expense, liability or loss
whether 


                                II-3.

<PAGE>

or not the Corporation would have the power to indemnify 
such person against such expense, liability to or loss under
the Delaware General Corporation Law. 

        In addition, the Registrant maintains a directors' and
officers' liability insurance policy.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

        Inapplicable.

Item 8.  Exhibits
         --------

Exhibit Number    Exhibit
- --------------    -------

    5.            Opinion of Brobeck, Phleger & Harrison.
   23.1           Independent Accountants Consent - 
                  Ernst & Young LLP
   23.2           Consent of Brobeck, Phleger & Harrison is 
                  contained in Exhibit 5.
   24.            Power of Attorney.  Reference is made to 
                  page II-5 of this Registration Statement.
   99             American Stores Company Employee Stock 
                  Purchase Plan.

Item 9.  Undertakings
         ------------

              A.  The undersigned Registrant 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 1933 Act, (ii) to reflect in the
prospectus any facts or events arising after the effective
date of this Registration Statement (or the most recent 
post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the 
information set forth in this Registration Statement, and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this 
Registration Statement or any material change to such 
information in this Registration Statement; provided, 
however, that clauses (1)(i) and (1)(ii) shall not apply if
the information required by those clauses to be included in a
post-effective amendment is contained in the periodic reports
filed by the Registrant pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by reference into
this Registration Statement; (2) that, for the purpose of
determining any liability under the 1933 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;
and (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 
Registrant's Employee Stock Purchase Plan.

              B.  The undersigned Registrant hereby 
undertakes that, for purposes of determining any liability
under the 1933 Act, each filing of the Registrant's annual 
report pursuant to Section 13(a) or Section 15(d) of the 
1934 Act that is incorporated by reference into 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. 

              C.  Insofar as indemnification for liabilities
arising under the 1933 Act may be permitted to directors, 
officers or controlling persons of the Registrant pursuant
to the provisions and agreements summarized in Item 6 above 
or otherwise, the Registrant has been advised that in the 
opinion of the Commission such indemnification is against 
public policy as expressed in the 1933 Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, 
officer or controlling person of the Registrant 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 
Registrant 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 1933 Act and will be governed by the final 
adjudication of such issue.  


                              II-4.

<PAGE>

                            SIGNATURES

              Pursuant to the requirements of the 1933 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 Salt Lake City, State of Utah, on
this 17th day of October, 1995.

                                AMERICAN STORES COMPANY

                                By  /s/ VICTOR L. LUND
                                    ------------------------
                                    Victor L. Lund    
                                    Chairman of the Board, 
                                    Chief Executive Officer,
                                    and Director


                         POWER OF ATTORNEY
                         -----------------

KNOW ALL MEN BY THESE PRESENTS:

           That the undersigned officers and directors of 
American Stores Company, a Delaware corporation, do hereby 
constitute and appoint Victor L. Lund and Teresa Beck, and
each one of them, the lawful attorneys 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 1933 Act, and any rules or regulations or 
requirements of the Commission 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 
all that said attorneys and agents, or any 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 1933 Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signatures                                     Title                                        Date
<S>                            <C>                                                     <C>
/s/ VICTOR L. LUND             Chairman of the Board, Chief Executive                  October 30, 1995
- ------------------------       Officer and Director (Principal Executive Officer)
Victor L. Lund


/s/ TERESA BECK               Chief Financial Officer                                  October 30, 1995
- ------------------------      (Principal Financial and Accounting Officer)
Teresa Beck

                                                II-5.

<PAGE>

Signatures                     Title                       Date




/s/ HENRY BRYANT               Director                October 30, 1995
- -----------------------
Henry Bryant



/s/ LOUIS H. CALLISTER         Director                October 30, 1995
- -----------------------
Louis H. Callister



/s/ ARDEN B. ENGEBRETSEN       Director                October 30, 1995
- ------------------------
Arden B. Engebretsen



/s/ JAMES B. FISHER            Director                October 30, 1995
- -----------------------
James B. Fisher



/s/ F. R. GUMUCIO              Director                October 30, 1995
- -----------------------
F. R. Gumucio



/s/ LEON G. HARMON             Director                October 30, 1995
- -----------------------
Leon G. Harmon



/s/ DONALD B. HOLBROOK         Director                October 30, 1995
- -----------------------
Donald B. Holbrook



/s/ VICTOR L. LUND             Director                October 30, 1995
- -----------------------
Victor L. Lund



/s/ JOHN E. MASLINE            Director                October 30, 1995
- -----------------------
John E. Masline



/s/ MICHAEL T. MILLER          Director                October 30, 1995
- -----------------------
Michael T. Miller





                                  II-6.

<PAGE>

Signatures                     Title                       Date




/s/ L. TOM PERRY               Director                October 30, 1995
- -----------------------
L. Tom Perry



/s/ BARBARA S. PREISKEL        Director                October 30, 1995
- -----------------------
Barbara S. Preiskel



/s/ J.L. SCOTT                 Director                October 30, 1995
- -----------------------
J.L. Scott



/s/ DON L. SKAGGS              Director                October 30, 1995
- -----------------------
Don L. Skaggs



/s/ L.S. SKAGGS                Director                October 30, 1995
- -----------------------
L.S. Skaggs



/s/ ARTHUR K. SMITH            Director                October 30, 1995
- -----------------------
Arthur K. Smith

</TABLE>
                                  II-7.

<PAGE>






              SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549

                           EXHIBITS

                              TO

                           FORM S-8

                             UNDER

                     SECURITIES ACT OF 1933


                      AMERICAN STORES COMPANY



                                    

<PAGE>

                         EXHIBIT INDEX



Exhibit Number         Exhibit
- --------------         -------

    5.        Opinion of Brobeck, Phleger & Harrison.
   23.1       Independent Accountants' Consent - Ernst & 
              Young LLP
   23.2       Consent of Brobeck, Phleger & Harrison is 
              contained in Exhibit 5.
   24.        Power of Attorney.  Reference is made to 
              page II-5 of this Registration Statement.
   99.        American Stores Company Employee Stock 
              Purchase Plan.

                                    
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23756}]
{"company-data": {"conformed-name": "AMERICAN STORES CO /NEW/", "cik": "0000090811", "assigned-sic": "5411", "irs-number": "870207226", "state-of-incorporation": "DE", "fiscal-year-end": "0202"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63869", "film-number": "95586242"}, "business-address": {"street1": "709 E SOUTH TEMPLE", "city": "SALT LAKE CITY", "state": "UT", "zip": "84102", "phone": "8015390112"}, "former-company": [{"former-conformed-name": "SKAGGS COMPANIES INC", "date-changed": "19790821"}, {"former-conformed-name": "SKAGGS DRUG CENTERS INC", "date-changed": "19710118"}]}
As filed with the
Securities and Exchange Commission on October 31, 1995
                                    Registration No. 33-

============================================================
                                                        
                                                        
             SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549
                  ----------------------
                          FORM S-8
                   REGISTRATION STATEMENT
                            UNDER
                 THE SECURITIES ACT OF 1933
                 --------------------------
                  AMERICAN STORES COMPANY
    (Exact name of issuer as specified in its charter)

         DELAWARE                            87-0207226
(State or other jurisdiction              (I.R.S. Employer 
of incorporation or organization)         Identification No.)
                                                             
                  -------------------------

                     709 E. South Temple
                  Salt Lake City, UT  84102
     (Address of principal executive offices) (Zip Code)
  
                  --------------------------
                                              
                   AMERICAN STORES COMPANY
                 EMPLOYEE STOCK PURCHASE PLAN
                   (Full title of the plan)

                  --------------------------

                     KATHLEEN E. McDERMOTT
                      CHIEF LEGAL OFFICER
                   AMERICAN STORES COMPANY
                      709 E. SOUTH TEMPLE
                   SALT LAKE CITY, UT  84102
            (Name and address of agent for service)
 
                  --------------------------

                        (801) 539-0112
(Telephone number, including area code, of agent for service)
                                                
     This Registration Statement shall become effective 
     immediately upon filing with the Securities and 
     Exchange Commission, and sales of the registered 
     securities will begin as soon as reasonably 
     practicable after such effective date. 

                CALCULATION OF REGISTRATION FEE

=====================================================================================
Proposed    Proposed
 Title of                                    Maximum     Maximum
Securities                Amount             Offering    Aggregate     Amount of
   to be                   to be             Price       Offering      Registration
Registered                Registered
per Share   Price         Fee
Common Stock              7,000,000 shares   $30.125
$210,875,000  $72,716.03
(Pursuant to 1995 
  Employee Stock 
  Purchase Plan)

=====================================================================================
This Registration Statement shall also cover any additional
shares of Common Stock which become issuable under the 
Employee Stock Purchase Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction 
effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding
shares of Common Stock.
Calculated solely for purposes of this offering under Rule
457(h) of the 1933 Act, on the basis of the average of the
high and low selling prices per share of Common Stock of 
American Stores Company on October 26, 1995, as reported by
the New York Stock Exchange.
PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
         -----------------------------------------------

        American Stores Company (the "Registrant") hereby
incorporates by reference into this Registration Statement
the following documents previously filed with the Securities
and Exchange Commission (the "Commission"):

        a.  The Registrant's Annual Report on Form 10-K,
Commission File No. 1-5392 for the fiscal year ending 
January 28, 1995;

        b.  The Registrant's Quarterly Report on Form 10-Q, 
Commission File No. 1-5392 for the quarter ended April 29,
1995;

        c.  The Registrant's Quarterly Report on Form 10-Q, 
Commission File No. 1-5392 for the quarter ended July 29,
1995;

        d.  The Registrant's Registration Statement on Form
8-A Commission File No. 1-5392, filed with the Commission on
May 17, 1994, in which there is described the terms, rights
and provisions applicable to the Registrant's outstanding
Common Stock; and

        e.  Any similar report filed subsequently with the
Commission and distributed to the Registrant's stockholders.

        All reports and definitive proxy or information
statements filed pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended 
(the "1934 Act") after the date of this Registration 
Statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Capital Stock
         ----------------------------

        Inapplicable.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

        Inapplicable.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

                Reference is made to Section 145 of the 
Delaware General Corporation Law which provides for 
indemnification of directors and officers in certain 
circumstances.  Article Nine of the Restated Certificate of
Incorporation of the Registrant provides the following:

                9.01  Elimination of Certain Liability of
Directors.  A Director of the Corporation shall not be 
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a Director, 
except for liability (i) for any breach of the Director's 
duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the Director derived an 
improper personal benefit.  If 

                             II-1.
the Delaware General Corporation Law is amended after 
approval by the stockholders of this Article to authorize
corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director 
of the corporation shall be eliminated or limited to the 
fullest extent permitted by the Delaware General Corporation
Law, as so amended.

                Any repeal or modification of the foregoing
paragraph by the stockholders of the Corporation shall not
adversely affect any right or protection of a Director of the
corporation existing at the time of such repeal or 
modification.

                9.02  Indemnification and Insurance.

                      (a)  Right to Indemnification.  Each 
person who was or is made party or is threatened to be made 
a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative 
(hereinafter a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal 
representative, is or was a Director or officer of the 
Corporation or while serving as a Director or officer of the
Corporation is or was also serving at the request of
the Corporation as a director, officer, employee or agent of
another Corporation or of a partnership, joint venture, 
trust or other enterprise, including service with respect
to employee benefit plans, shall be indemnified and held 
harmless by the Corporation to the fullest extent authorized
by the Delaware General Corporation Law, as the same exists
or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide prior to
such amendment) against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in 
settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall 
continue as to a person who has ceased to be a Director or
officer, and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except
as provided in paragraph (b) hereof, the Corporation shall
indemnify any such person seeking indemnification in 
connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was 
authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Section shall
be a contract right (which may not be reduced or limited 
by any repeal or modification of this Section 9.02) and 
shall include the right to be paid by the Corporation 
the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that,
if the Delaware General Corporation Law requires, the payment
of such expenses incurred by a Director or officer in his or
her capacity as a Director or officer (and not in any other
capacity in which 

                                  II-2.
service was or is rendered by such person while a Director or
officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of
a proceeding, shall be made only upon delivery to the 
Corporation of an undertaking, by or on behalf of such 
Director or officer, to repay all amounts so advanced if it
shall ultimately be determined that such Director or officer
is not entitled to be indemnified under this Section or 
otherwise.  The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of
the Corporation with the same scope and effect as the 
foregoing indemnification of Directors and officers.

                      (b)  Right of Claimant to Bring Suit.
If a claim under paragraph (a) of this Section is not paid in
full by the Corporation within thirty days after a written
claim has been received by the Corporation, the claimant may
at any time thereafter being suit against the Corporation to
recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid
also the expense of prosecuting such a claim.  It shall be a
defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any 
proceeding in advance of its final disposition where the 
required undertaking, if any is required, has been tendered
to the Corporation) that the claimant has not met the 
standards of conduct which make it permissible under the
Delaware General Corporation Law for the Corporation to 
indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation.  Neither
the failure of the Corporation (including its Board of 
Directors, independent legal counsel, or its stockholders) 
to have made a determination prior to the commencement of 
such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable
standard of conduct set forth in the Delaware General 
Corporation Law nor an actual determination by the 
Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the claimant has not
met such applicable standard of conduct, shall be a defense 
to the action or create a presumption that the claimant has 
not met the applicable standard of conduct.

                      (c)  Non-Exclusivity of Rights.  The
right to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition
conferred in this Section shall not be exclusive of any other
right which any person may have or hereafter acquire under 
any  statute, provision of the Certificate of Incorporation,
by-law, agreement, vote of stockholders or disinterested 
Directors or otherwise.  

                     (d)  Insurance.  The Corporation may
maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or 
other enterprise against any such expense, liability or loss
whether 

                                II-3.
or not the Corporation would have the power to indemnify 
such person against such expense, liability to or loss under
the Delaware General Corporation Law. 

        In addition, the Registrant maintains a directors' and
officers' liability insurance policy.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

        Inapplicable.

Item 8.  Exhibits
         --------

Exhibit Number    Exhibit
- --------------    -------

    5.            Opinion of Brobeck, Phleger & Harrison.
   23.1           Independent Accountants Consent - 
                  Ernst & Young LLP
   23.2           Consent of Brobeck, Phleger & Harrison is 
                  contained in Exhibit 5.
   24.            Power of Attorney.  Reference is made to 
                  page II-5 of this Registration Statement.
   99             American Stores Company Employee Stock 
                  Purchase Plan.

Item 9.  Undertakings
         ------------

              A.  The undersigned Registrant 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 1933 Act, (ii) to reflect in the
prospectus any facts or events arising after the effective
date of this Registration Statement (or the most recent 
post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the 
information set forth in this Registration Statement, and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this 
Registration Statement or any material change to such 
information in this Registration Statement; provided, 
however, that clauses (1)(i) and (1)(ii) shall not apply if
the information required by those clauses to be included in a
post-effective amendment is contained in the periodic reports
filed by the Registrant pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by reference into
this Registration Statement; (2) that, for the purpose of
determining any liability under the 1933 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;
and (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 
Registrant's Employee Stock Purchase Plan.

              B.  The undersigned Registrant hereby 
undertakes that, for purposes of determining any liability
under the 1933 Act, each filing of the Registrant's annual 
report pursuant to Section 13(a) or Section 15(d) of the 
1934 Act that is incorporated by reference into 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. 

              C.  Insofar as indemnification for liabilities
arising under the 1933 Act may be permitted to directors, 
officers or controlling persons of the Registrant pursuant
to the provisions and agreements summarized in Item 6 above 
or otherwise, the Registrant has been advised that in the 
opinion of the Commission such indemnification is against 
public policy as expressed in the 1933 Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, 
officer or controlling person of the Registrant 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 
Registrant 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 1933 Act and will be governed by the final 
adjudication of such issue.  

                              II-4.
SIGNATURES

              Pursuant to the requirements of the 1933 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 Salt Lake City, State of Utah, on
this 17th day of October, 1995.

                                AMERICAN STORES COMPANY

                                By  /s/ VICTOR L. LUND
                                    ------------------------
                                    Victor L. Lund    
                                    Chairman of the Board, 
                                    Chief Executive Officer,
                                    and Director

                         POWER OF ATTORNEY
                         -----------------

KNOW ALL MEN BY THESE PRESENTS:

           That the undersigned officers and directors of 
American Stores Company, a Delaware corporation, do hereby 
constitute and appoint Victor L. Lund and Teresa Beck, and
each one of them, the lawful attorneys 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 1933 Act, and any rules or regulations or 
requirements of the Commission 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 
all that said attorneys and agents, or any 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 1933 Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signatures                                     Title                                        Date
/s/ VICTOR L. LUND             Chairman of the Board, Chief Executive                  October 30, 1995
- ------------------------       Officer and Director (Principal Executive Officer)
Victor L. Lund

/s/ TERESA BECK               Chief Financial Officer                                  October 30, 1995
- ------------------------      (Principal Financial and Accounting Officer)
Teresa Beck

                                                II-5.
Signatures                     Title                       Date

/s/ HENRY BRYANT               Director                October 30, 1995
- -----------------------
Henry Bryant

/s/ LOUIS H. CALLISTER         Director                October 30, 1995
- -----------------------
Louis H. Callister

/s/ ARDEN B. ENGEBRETSEN       Director                October 30, 1995
- ------------------------
Arden B. Engebretsen

/s/ JAMES B. FISHER            Director                October 30, 1995
- -----------------------
James B. Fisher

/s/ F. R. GUMUCIO              Director                October 30, 1995
- -----------------------
F. R. Gumucio

/s/ LEON G. HARMON             Director                October 30, 1995
- -----------------------
Leon G. Harmon

/s/ DONALD B. HOLBROOK         Director                October 30, 1995
- -----------------------
Donald B. Holbrook

/s/ VICTOR L. LUND             Director                October 30, 1995
- -----------------------
Victor L. Lund

/s/ JOHN E. MASLINE            Director                October 30, 1995
- -----------------------
John E. Masline

/s/ MICHAEL T. MILLER          Director                October 30, 1995
- -----------------------
Michael T. Miller

                                  II-6.
Signatures                     Title                       Date

/s/ L. TOM PERRY               Director                October 30, 1995
- -----------------------
L. Tom Perry

/s/ BARBARA S. PREISKEL        Director                October 30, 1995
- -----------------------
Barbara S. Preiskel

/s/ J.L. SCOTT                 Director                October 30, 1995
- -----------------------
J.L. Scott

/s/ DON L. SKAGGS              Director                October 30, 1995
- -----------------------
Don L. Skaggs

/s/ L.S. SKAGGS                Director                October 30, 1995
- -----------------------
L.S. Skaggs

/s/ ARTHUR K. SMITH            Director                October 30, 1995
- -----------------------
Arthur K. Smith
II-7.
SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549

                           EXHIBITS

                              TO

                           FORM S-8

                             UNDER

                     SECURITIES ACT OF 1933

                      AMERICAN STORES COMPANY
EXHIBIT INDEX

Exhibit Number         Exhibit
- --------------         -------

    5.        Opinion of Brobeck, Phleger & Harrison.
   23.1       Independent Accountants' Consent - Ernst & 
              Young LLP
   23.2       Consent of Brobeck, Phleger & Harrison is 
              contained in Exhibit 5.
   24.        Power of Attorney.  Reference is made to 
              page II-5 of this Registration Statement.
   99.        American Stores Company Employee Stock 
              Purchase Plan.