
<PAGE>
                                                             Exhibit 5.1








                                 May 31, 1995



Albertson's, Inc.
250 Parkcenter Blvd.
Boise, Idaho  83726

     Re:    Albertson's, Inc.
            Registration Statement on Form S-8

Ladies and Gentlemen:

     I am Executive Vice President, Administration and General Counsel 
of Albertson's, Inc., a Delaware corporation (the "Company").  I have 
assisted in the preparation of the Registration Statement on Form S-8 
(the "Registration Statement") that the Company intends to file with the 
Securities and Exchange Commission (the "Commission") in connection with 
the registration under the Securities Act of 1933, as amended (the 
"Securities Act"), of 10,000,000 shares (the "Shares") of common stock, 
par value $1.00 per share ("Common Stock"), of Albertson's, Inc. to be 
issued by the Company under the Albertson's, Inc. 1995 Stock-Based 
Incentive Plan and 400,000 shares (collectively with the 10,000,000 
shares described above, the "Shares") of Common Stock to be issued by 
the Company under the Albertson's, Inc. 1995 Stock Option Plan for Non-
Employee Directors (collectively, the "Plans").

     In connection with this opinion, I have examined and am familiar 
with originals or copies, certified or otherwise identified to my 
satisfaction, of (i) the Plans, (ii) the Restated Certificate of 
Incorporation of the Company and the By-Laws of the Company, 
(iii) copies of certain resolutions of the Board of Directors of the 
Company relating to, among other things, the Shares and the Plans, 
(iv) the form of specimen certificate representing the Common Stock and 
(v) such other documents, certificates and records as I have considered 
necessary or appropriate for purposes of this opinion.  In my 
examination, I have assumed the legal capacity of all natural persons, 
the genuineness of all signatures, the authenticity of all documents 
submitted to me as originals, the conformity to original documents of 
all documents submitted to me as certified or photostatic copies and the 
authenticity of the originals of such copies.  As to any facts material 
to the opinion expressed herein, I have relied upon oral or written 
statements and representations of officers and other representatives of 
the Company and others.



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     I am admitted to the Bar in the State of Idaho and do not express 
any opinion as to the laws of any other jurisdiction, except the laws of 
the State of Delaware, the state of incorporation of the Company, and 
the laws of the United States of America.

     Based upon and subject to the foregoing, and assuming (i) the valid 
issuance of options and other stock-based incentives pursuant to the 
Plans and (ii) the conformity of the certificates representing the 
Shares to the form of the specimen thereof examined by me and the due 
execution and delivery of such certificates, I am of the opinion that 
the Shares, when issued upon exercise of options or other stock-based 
incentives in accordance with the terms of the Plans, will be validly 
issued, fully paid and nonassessable.

     I hereby consent to the filing of this opinion with the Commission 
as Exhibit 5.1 to the Registration Statement.  In giving this consent, I 
do not thereby admit that I am included in the category of persons whose 
consent is required under Section 7 of the Securities Act or the rules 
and regulations of the Commission.

                                       Very truly yours,

                                       ALBERTSON'S, INC.

                                       Thomas R. Saldin

                                       Thomas R. Saldin
                                       Executive Vice President,
                                       Administration and General
                                       Counsel

TRS:KOR/kk
REGS-8.DOC

