
<PAGE>




                   SECURITIES AND EXCHANGE COMMISSION


                         Washington, D.C.  20549





                     _______________________________


                               FORM 10-Q



              Quarterly Report Under Section 13 or 15(d)
                of the Securities Exchange Act of 1934


For 13 Weeks Ended:  May 4, 1995         Commission File Number:  1-6187



                            ALBERTSON'S, INC.
          ______________________________________________________
          (Exact name of Registrant as specified in its charter)


            Delaware                               82-0184434           
_______________________________     ____________________________________
(State or other jurisdiction of     (I.R.S. Employer Identification No.)
 incorporation or organization)


250 Parkcenter Blvd., P.O. Box 20, Boise, Idaho            83726  
_______________________________________________         __________
              (Address)                                 (Zip Code)


Registrant's telephone number, including area code:  (208) 385-6200
                                                     ______________


     Indicate by check mark whether the Registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter 
period that the Registrant was required to file such reports), and 
(2) has been subject to such filing requirements for the past 90 days.  
Yes   X     No 
    _____      _____

     Number of Registrant's $1.00 par value
     common shares outstanding at May 31, 1995:         254,040,485












<PAGE>
<TABLE>
                     PART I.  FINANCIAL INFORMATION



                            ALBERTSON'S, INC.
                          CONSOLIDATED EARNINGS
                  (in thousands except per share data)
                               (unaudited)

<CAPTION>
                                                        13 WEEKS ENDED       
                                                 __________________________  
                                                     May 4,        May 5,  
                                                        1995          1994   
                                                 ____________   ___________  
<S>                                               <C>           <C>
Sales                                             $3,083,424    $2,909,808
Cost of sales                                      2,308,209     2,187,053
                                                  ___________   ___________  
Gross profit                                         775,215       722,755

Selling, general and administrative expenses         601,468       566,678
                                                  ___________   ___________  
Operating profit                                     173,747       156,077

Other (expenses) income:
  Interest, net                                      (14,393)      (16,146)
  Other, net                                           2,594        (1,464)
                                                  ___________   ___________  
Earnings before income taxes and cumulative
  effect of accounting change                        161,948       138,467
Income taxes                                          62,674        53,310
                                                  ___________   ___________  
Earnings before cumulative effect of
  accounting change                                   99,274        85,157

Cumulative effect of accounting change:
  Postemployment benefits                                          (17,006)
                                                  ___________   ___________  
NET EARNINGS                                      $   99,274    $   68,151 


Earnings per share before cumulative
  effect of accounting change                          $ .39         $ .34   

Cumulative effect of accounting change:
  Postemployment benefits                                             (.07)
                                                  ___________   ___________  
EARNINGS PER SHARE                                     $ .39         $ .27   


DIVIDENDS DECLARED PER SHARE                           $ .13         $ .11   

Average number of common shares outstanding          254,006       253,499


</TABLE>













See Notes to Consolidated Financial Statements.


<PAGE>
<TABLE>
                             ALBERTSON'S, INC.
                        CONSOLIDATED BALANCE SHEETS
                           (dollars in thousands)
<CAPTION>
                                                   May 4, 1995       February 2,
                                                   (unaudited)          1995
                                                 ______________     ____________
                   ASSETS


<S>                                                  <C>             <C>
CURRENT ASSETS:
  Cash and cash equivalents                          $   72,014       $   50,224
  Accounts and notes receivable                         104,810          109,324
  Inventories                                           901,769          948,561
  Prepaid expenses                                       29,639           19,257
  Deferred income taxes                                  58,349           62,223
                                                     __________       __________
           TOTAL CURRENT ASSETS                       1,166,581        1,189,589

OTHER ASSETS                                            144,073          122,781

LAND, BUILDINGS AND EQUIPMENT                         3,581,501        3,496,257
  Less accumulated depreciation and amortization      1,226,377        1,186,898
                                                     __________       __________
                                                      2,355,124        2,309,359
                                                     __________       __________
                                                     $3,665,778       $3,621,729

     LIABILITIES AND STOCKHOLDERS' EQUITY
     ____________________________________


CURRENT LIABILITIES:
  Accounts payable                                   $  553,725       $  575,551
  Salaries and related liabilities                      133,913          114,906
  Taxes other than income taxes                          44,763           38,212
  Income taxes                                           69,981           37,913
  Self-insurance                                         65,995           63,905
  Unearned income                                        24,706           22,092
  Other current liabilities                              42,041           34,810
  Current maturities of long-term debt                  128,156          201,146
  Current capitalized lease obligations                   7,046            6,904
                                                     __________        _________
           TOTAL CURRENT LIABILITIES                  1,070,326        1,095,439

LONG-TERM DEBT                                          385,113          382,775

CAPITALIZED LEASE OBLIGATIONS                           130,084          129,573

DEFERRED INCOME TAXES                                                      2,017

OTHER LONG-TERM LIABILITIES AND DEFERRED CREDITS        325,416          324,032

STOCKHOLDERS' EQUITY:
  Preferred stock - $1 par value; authorized -
    10,000,000 shares; issued - none
  Common stock - $1 par value; authorized -
    600,000,000 shares; issued - 254,030,912
    shares and 253,984,381 shares, respectively         254,031          253,984
  Capital in excess of par value                         11,970           11,322
  Retained earnings                                   1,488,838        1,422,587
                                                     __________       __________
                                                      1,754,839        1,687,893
                                                     __________       __________
                                                     $3,665,778       $3,621,729


</TABLE>




See Notes to Consolidated Financial Statements.


<PAGE>
<TABLE>
                             ALBERTSON'S, INC.
                          CONSOLIDATED CASH FLOWS
                               (in thousands)
                                 (unaudited)

<CAPTION>
                                                           13 WEEKS ENDED
                                                   ______________________________
                                                       May 4,           May 5,
                                                        1995             1994
                                                   _____________    _____________ 
<S>                                                  <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings                                      $  99,274        $  68,151
   Adjustments to reconcile net earnings to net
     cash provided by operating activities:
       Depreciation and amortization                    60,528           53,291
       Net deferred income taxes                         1,460           (4,114)
       Cumulative effect of accounting change                            17,006 
       Changes in operating assets and liabilities      85,005           23,848
                                                     __________       __________
       Net cash provided by operating activities       246,267          158,182

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net capital expenditures excluding
     non-cash activities                              (104,181)         (79,576)
   Increase in other assets                            (20,895)          (4,689)
                                                     __________       __________
       Net cash used in investing activities          (125,076)         (84,265)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net line of credit activity                                          (10,000)
   Payments on long-term borrowings                   (151,552)          (1,534)
   Net commercial paper activity                        79,393           (5,313)
   Proceeds from stock options exercised                   696            3,013
   Cash dividends paid                                 (27,938)         (22,807)
                                                     __________       __________
       Net cash used in financing activities           (99,401)         (36,641)
                                                     __________       __________

NET INCREASE IN CASH AND CASH EQUIVALENTS               21,790           37,276

CASH AND CASH EQUIVALENTS AT BEGINNING 
  OF QUARTER                                            50,224           62,463
                                                     __________       __________
CASH AND CASH EQUIVALENTS AT END OF QUARTER          $  72,014        $  99,739 


NON-CASH ACTIVITIES:
  Capitalized lease obligations incurred             $   2,845        $   1,783          
  Capitalized lease obligations terminated                 685              870 


CASH PAYMENTS FOR:
  Income taxes                                          28,614           40,625
  Interest, net of amounts capitalized                   9,952            8,490


</TABLE>





See Notes to Consolidated Financial Statements.


<PAGE>

                           ALBERTSON'S, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (unaudited)


Basis of Presentation
_____________________
   The accompanying unaudited consolidated financial statements include 
the results of operations, account balances and cash flows of the 
Company and its wholly-owned subsidiaries.  All material intercompany 
balances have been eliminated. 

   In the opinion of management, the accompanying unaudited consolidated 
financial statements include all adjustments necessary to present 
fairly, in all material respects, the results of operations of the 
Company for the periods presented.  Such adjustments consisted only of 
normal recurring items.  The statements have been prepared by the 
Company pursuant to the rules and regulations of the Securities and 
Exchange Commission.  Certain information and footnote disclosures 
normally included in financial statements prepared in accordance with 
generally accepted accounting principles have been condensed or omitted 
pursuant to such rules and regulations.  It is suggested that these 
consolidated financial statements be read in conjunction with the 
consolidated financial statements and the accompanying notes included in 
the Company's 1994 Annual Report.

   The balance sheet at February 2, 1995 has been taken from the audited 
financial statements at that date.


Restatement
___________
   The results for the first quarter of 1994 have been restated to give 
effect to a correction of the cumulative effect of the adoption of 
Statement of Financial Accounting Standards (SFAS) No. 112, "Employers' 
Accounting for Postemployment Benefits."  The cumulative effect (net of 
tax) of the adoption of SFAS No. 112 amounted to $17.0 million, or $.07 
per share, compared to $6.4 million, or $.03 per share, as previously 
reported.


Indebtedness
____________
   Subsequent to May 4, 1995, the Company issued $200 million of 6.375% 
notes under a shelf registration statement filed with the Securities and 
Exchange Commission in 1992.  The notes are due June 1, 2000 and 
interest is paid semiannually.  Proceeds from the issuance will be used 
to reduce borrowings under the Company's commercial paper program.  This 
debt issuance completes the amount of debt available for issuance under 
the 1992 shelf registration statement.


<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations
_____________________
   Sales for the 13 weeks ended May 4, 1995 increased by $174 million 
(6.0%) over sales for the 13 weeks ended May 5, 1994.   This increase 
was due to improved identical store sales (which includes inflation) and 
the continued expansion of net square footage.  Identical store sales, 
sales in stores that have been in operation for the full 13 week periods 
of both years, increased 0.5% and comparable store sales (which include 
replacement stores) increased 0.7%.  Management estimates that annual 
inflation in products the Company sells was approximately 1.0%.  During 
the quarter two stores were opened, two stores were closed and seven 
store remodels were completed.  Net square footage has increased 7.2% 
from May 5, 1994.

   The following table sets forth certain income statement components 
expressed as a percent to sales and the year-to-year percentage changes 
in the amounts of such components:
<TABLE>
<CAPTION>
                           Percent to Sales     Percentage Incr.(Decr.)
                         ___________________   _________________________
                            13 weeks ended            First Quarter
                         ___________________   _________________________
                          5-4-95     5-5-94     1995/1994     1994/1993
                         ________   ________   ___________   ___________
<S>                       <C>        <C>        <C>           <C>
   Sales                  100.00%    100.00%       6.0%          7.0%
   Gross profit            25.14      24.84        7.3           9.3
   Selling, general and
     administrative
     expenses              19.51      19.47        6.1           7.6
   Operating profit         5.63       5.36       11.3          16.0
   Interest expense,
     net                    0.47       0.55      (10.9)         13.3
   Earnings before
     income taxes and 
     cumulative effect
     of accounting
     change                 5.25       4.76       17.0          16.4
   Net earnings             3.22       2.34       45.7          (8.1)
</TABLE>
   Gross profit, as a percent to sales, increased due primarily to the 
increased utilization of the Company's distribution facilities.  
Utilization of the Company's distribution system has enabled the Company 
to better control product costs and product distribution.  The pre-tax 
LIFO charge reduced gross profit by $11.1 million (0.36% to sales) for 
the 13 weeks ended May 4, 1995 and $12.0 million (0.41% to sales) for 
the 13 weeks ended May 5, 1994.

   The 1995 decrease in net interest expense resulted from the repayment 
of debt.  The 1994 increase in net interest expense resulted from 
borrowings associated with the Company's purchase of its common stock 
from the estate of J. A. Albertson on March 10, 1993.

   The 1994 decrease in net earnings resulted from the cumulative effect 
of adopting SFAS No. 112 "Employers' Accounting for Postemployment 
Benefits."
<PAGE>

Liquidity and Capital Resources
_______________________________
   The Company's operating results continue to enhance its financial 
position and ability to continue its planned expansion program.  Cash 
provided by operating activities during the first quarter of 1995 was 
$246 million compared to $158 million in the prior year.  During the 
quarter ended May 4, 1995 the Company spent $104 million for net capital 
expenditures, $28 million for the payment of dividends and $152 million 
to reduce long-term debt.  Net commercial paper borrowings of $79 
million were incurred during this same period.  The Company's commercial 
paper program is utilized to supplement cash requirements resulting from 
seasonal fluctuations created by the Company's capital expenditure 
program and changes in working capital.  Accordingly, commercial paper 
borrowings will fluctuate between the Company's quarterly reporting 
periods.

   Since 1987 the Board of Directors has continuously adopted or renewed 
plans under which the Company is authorized, but not required, to 
purchase shares of its common stock on the open market.  The current 
plan was adopted by the Board on March 6, 1995 and authorizes the 
Company to purchase up to 5 million shares through March 31, 1996.  
During the quarter ended May 4, 1995 no shares were purchased pursuant 
to this program.


<PAGE>
                      PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings
__________________________
   There have not been any material developments in the routine 
litigation referred to in the Form 10-K for the fiscal year ended 
February 2, 1995.


Item 2.  Changes in Securities
______________________________
   In October 1994, the Company entered into a revolving credit 
agreement with several banks, whereby the Company may borrow, from time 
to time, principal amounts up to $400 million at any time prior to 
October 5, 1999.  In accordance with this revolving credit agreement, 
the Company's consolidated tangible net worth, as defined, shall not be 
less than $750 million.


Item 3.  Defaults upon Senior Securities
________________________________________
   Not applicable.


Item 4.  Submission of Matters to a Vote of Security Holders
____________________________________________________________
   The Company held its Annual Meeting of Stockholders on May 26, 1995 
and transacted the following business:
<TABLE>
<CAPTION>

   (a)   Election of Directors:
<S>                           <C>            <C>
           Nominee            Votes For      Votes Withheld
         _________________     ___________     ______________
         Cecil D. Andrus       226,905,142        1,024,436
         John B. Fery          225,290,538        2,639,040
         Warren E. McCain      225,963,945        1,961,633
         J. B. Scott           226,007,763        1,921,815
         Will M. Storey        227,054,327          875,251
         Beatriz Rivera        226,947,888          981,690
</TABLE>
         Continuing Class I Directors:

         Clark A. Johnson      Charles D. Lein        Gary G. Michael
         Steven D. Symms

         Continuing Class II Directors:

         Kathryn Albertson     A. Gary Ames           John B. Carley
         Paul I. Corddry


   (b)   Approval of 1995 Stock-Based Incentive Plan:

                             Votes                       Broker
            Votes For       Against     Abstentions     Nonvotes   
         _____________    __________    ___________    __________ 
          208,846,176     18,113,741       969,661        None


   (c)   Approval of 1995 Stock Option Plan for Non-Employee Directors:

                             Votes                       Broker        
            Votes For       Against     Abstentions     Nonvotes  
         _____________    __________    ___________    __________
          212,260,099      14,139,31     1,530,165        None  

<PAGE>
   (d)   Ratification of appointment of Deloitte & Touche LLP as the
         Company's independent auditors:

                            Votes                        Broker         
            Votes For      Against      Abstentions     Nonvotes 
         _____________   ___________    ___________    __________
          227,063,041        406,522       460,015        None      


   (e)   Stockholder proposal to declassify the Board of Directors for
         the purpose of director elections:

                            Votes                        Broker        
            Votes For      Against      Abstentions     Nonvotes  
         _____________   ___________    ___________    __________
           67,629,821    135,249,967     2,600,119     22,449,671   



Item 5.  Other Information
__________________________
   Not applicable.


Item 6.  Exhibits and Reports on Form 8-K
_________________________________________
   a.  Exhibits

       10.24    1995 Stock-Based Incentive Plan (dated May 26, 1995)*

       10.25    1995 Stock Option Plan for Non-Employee Directors
                (dated May 26, 1995)*

       10.25.1  Form of 1995 Stock Option Plan for Non-Employee
                Directors Agreement (dated May 30, 1995)*

       27       Financial data schedule for the 13 weeks ended May 4,
                1995

       *  Identifies management contracts or compensatory plans or
          arrangements required to be filed as an exhibit hereto.
       

   b.  The following reports on Form 8-K were filed during the quarter:

       None.




<PAGE>
                               SIGNATURE


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



                                                ALBERTSON'S, INC.
                                       _________________________________
                                                  (Registrant)



Date:      June 2, 1995                 A. CRAIG OLSON
       _____________________           _________________________________
                                        A. Craig Olson
                                        Senior Vice President, Finance
                                        and Chief Financial Officer

FORM 10-Q

	1



