
<PAGE>   1
                                                                     EXHIBIT 4.2


                                [FORM OF FACE OF SECURITY]

         If this Security is an Original Issue Discount Security the following
legend is applicable:

         FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE UNITED STATES INTERNAL
REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS ____%
OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS ___________, 19__ AND THE YIELD TO
MATURITY IS _____% [THE METHOD USED TO DETERMINE THE YIELD IS _______ AND THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF
_______ 19__ TO ____________, 19____ IS ___% OF THE PRINCIPAL AMOUNT OF THIS
SECURITY]

         If the registered owner of this Security is The Depositary Trust
Company (the "Depositary") or a nominee of the Depositary, this Security is a
Security in global form (a "Global Security") and the following legends are
applicable:

         THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, AND UNLESS ANY PAYMENT MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISED BY ANY PERSON IS WRONGFUL, SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


R-__

CUSIP

                               ALBERTSON'S, INC.

                                    Note due


         ALBERTSON'S, INC., a corporation duly organized and existing under the
laws of the State of Delaware (hereinafter called the "Company", which term
includes any successors under the Indenture, as hereinafter defined), for value
received, hereby promises to pay to ______________, or registered assigns, the
principal sum of __________________________ ($___________) on _____, ____, and
to pay interest thereon subject to the terms of the Indenture, from _____,
199_, or from the most recent Interest Payment Date (as hereinafter defined) to
which interest has been paid or duly provided for, whichever is later, until
payment of the principal hereof has been made or duly provided for.  Subject to
the terms of the Indenture, interest shall be payable [semiannually] on _____
and __________ of each year (each an "Interest Payment Date") commencing on
__________, ____ and ending when payment of the principal hereof has been made
or duly provided for, at a rate of ___________________________ (_____%) per
annum computed on the basis of a 360-day year of twelve 30-day months.  The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the ________ [or __________] (as the case may be), whether or not a Business
Day, immediately preceding such Interest Payment Date.  Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders not less than ten days prior to such Special Record Date, or be paid as
otherwise provided in the Indenture.  Payment of the principal of [(and
premium, if any,] and interest on this Security will be made at [the office or
agency of the Company maintained for that purpose in _______, in
<PAGE>   2
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts] [the option of the
Holder at [the Corporate Trust Office of the Trustee] or such other office or
agency of the Company as may be designated by it for such purpose in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment shall be legal tender for
the payment of public or private debts[; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register].

         Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

         This Security shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee under the Indenture.


         WITNESS THE SEAL OF THE COMPANY AND THE SIGNATURES OF ITS DULY
AUTHORIZED OFFICERS.


                                            ALBERTSON'S, INC.



Dated:                                      By:
                                               ---------------------------------
                                                  Senior Vice President, Finance
                                                  and Chief Financial Officer


[SEAL]                                      By:
                                               ---------------------------------
                                                  Corporate Secretary





TRUSTEE'S CERTIFICATION OF AUTHENTICATION

THIS IS ONE OF THE SECURITIES OF THE SERIES
DESIGNATED THEREIN REFERRED TO IN THE
WITHIN-MENTIONED INDENTURE.

FIRST TRUST OF NEW YORK, N.A.
 AS TRUSTEE

By:
   ------------------------------
         Authorized Officer


                                      -2-

<PAGE>   3
                         [FORM OF REVERSE OF SECURITY]


         This Security is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture, dated as of May 1, 1992 (herein called the
"Indenture"), duly executed and delivered by the Company to Morgan Guaranty
Trust Company of New York, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), and may
otherwise vary as in the Indenture provided.

         This Security is one of the series designated on the face hereof
[limited in aggregate principal amount to $___________].  As provided in the
Indenture and subject to certain limitations therein set forth, the Securities
of this series are exchangeable for a like aggregate principal amount of
Securities of this series and of like tenor of any authorized denominations, as
requested by the Holder surrendering the same, upon surrender of the Security
or Securities to be exchanged at the office or agency described below where
Securities of this series may be presented for registration of transfer.  This
Security is a senior unsecured general obligation of the Company that will rank
on a parity with all other senior unsecured indebtedness of the Company from
time to time outstanding.

         [This Global Security represents all of the Company's _____% Notes due
_____, ____ (hereinafter called the "Notes"), which are a duly authorized issue
of Securities under the Indenture limited in aggregate principal amount to
$___________.]  So long as this Global Security shall represent all of the
Notes, the principal of, premium, if any, and interest, if any, on this Global
Security shall be paid in immediately available funds to DTC, or to such name
or entity as is requested by an authorized representative of DTC.  If at any
time the Notes are no longer represented by this Global Security and are issued
in definitive form ("Certificated Notes"), then the principal of, premium, if
any, and interest, if any, on each Certificated Note at Maturity shall be paid
in immediately available funds to the Holder upon surrender of such
Certificated Note at the Corporate Trust Office of the Trustee in the Borough
of Manhattan, The City of New York, or at such other place or places as may be
designated in the Indenture, provided that such Certificated Note is
surrendered to the Trustee, acting as Paying Agent, in time for the Paying
Agent to make such payments in such funds in accordance with its normal
procedures.  Payments of interest with respect to Certificated Notes other than
at Maturity shall be made by check mailed to the address of the Person entitled
thereto as it appears on the Security Register on the relevant Regular or
Special Record Date or by wire transfer in immediately available funds to such
account as may have been appropriately designated to the Paying Agent by such
Person in writing not later than such relevant Regular or Special Record Date.]
Each payment of principal, premium, if any, and interest, if any, will be made
in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.]

         [The Securities of this series are subject to redemption [on
__________ in any year commencing with the year _____ and ending with the year
_____ through the operation of the sinking fund for this series at a Redemption
Price equal to [insert formula for determining the amount] [and] [at any time
[on or after ______, 19__], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the
principal amount):  If redeemed [on or before __________, __%, and if redeemed]
during the 12-month period beginning _____ of the years indicated:
<PAGE>   4
<TABLE>
<CAPTION>
                          REDEMPTION                               REDEMPTION
       YEAR                 PRICE                 YEAR               PRICE
- ------------------   -------------------    ----------------   -----------------
<S>                  <C>                    <C>                <C> 
</TABLE>





and thereafter at a Redemption Price equal to ___% of the principal amount,]
[and (___)] under the circumstances described in the next [two] succeeding
paragraph[s] at a Redemption Price equal to [insert formula for determining the
amount] [,together in the case of any such redemption [(whether through the
operation of the sinking fund or otherwise)] with accrued interest to the
Redemption Date: provided, however, that installments of interest on this
Security whose Stated Maturity is on or prior to such Redemption Date will be
payable to the Holder of this Security, or one or more Predecessor Securities,
of record at the close of business on the relevant Record Dates referred to on
the face hereof, all as provided in the Indenture].

         [The Securities of this series are subject to redemption (i) on
___________ in any year commencing with the year ________ and ending with the
year ______ through the operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after __________ 19___], as a whole or in
part, at the election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below:  If redeemed during the
12-month period beginning _______ of the years indicated:


<TABLE>
<CAPTION>

                  REDEMPTION PRICE                             REDEMPTION PRICE
                   FOR REDEMPTION                               FOR REDEMPTION
                  THROUGH OPERATION                             OTHERWISE THAN
                       OF THE                                  THROUGH OPERATION
    YEAR            SINKING FUND               YEAR             OF SINKING FUND
- -------------     -----------------      ----------------      -----------------
<S>               <C>                    <C>                   <C>

</TABLE>




and thereafter at a Redemption Price equal to ___% of the principal amount [and
(3) under the circumstances described in the next [two] paragraph[s] at a
Redemption Price equal to [insert formula for determining the amount]
[,together in the case of any such redemption [(whether through the operation
of the sinking fund or otherwise)] with accrued interest to the Redemption
Date: provided, however, that installments of interest on this Security whose
Stated Maturity is on or prior to such Redemption Date will be payable to the
Holder of this Security, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture].  [Notwithstanding the foregoing, the
Company may not, prior to _____, redeem any Securities of this series as
contemplated by Clause [(2)] above as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than __% per annum.]

         [The sinking fund for this series provides for the redemption on
________ in each year, beginning with the year _____ and ending with the year
______ of [not less than] $_____ ("mandatory sinking fund") and not more than
[$________] aggregate principal amount of Securities of this series.
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made - in the
inverse order in which they become due]].

         Notice of redemption will be given by mail to Holders of Securities,
not less than 30 nor more than 60 days prior to the date fixed for redemption,
all as provided in the Indenture.
<PAGE>   5
         In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion thereof will be issued in the name of the Holder hereof upon the
cancellation hereof.

         If an Event of Default with respect to this Security shall occur and
be continuing, the entire principal amount hereof may be declared due and
payable in the manner, with the effect and subject to the conditions provided
in the Indenture.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series issued
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than 66 2/3% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected.  The
Indenture also permits the amendment thereof without the consent of the Holders
of any of the Securities to, among other things, cure any ambiguity or omission
or correct or supplement any provision therein that may be inconsistent with
any other provision therein, or take certain other actions, provided that such
actions will not adversely affect the interests of the Holders of Securities of
any series in any material respect.  The Indenture also contains provisions
permitting the Holders of not less than a majority in aggregate principal
amount of Securities of any series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive certain past defaults under
the Indenture and the consequences thereof.  Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         Each of the defeasance and covenant defeasance provisions of Article
Thirteen of the Indenture shall [not] apply to this series of Securities.

         Each of the covenant provisions of Sections 1008 and 1009 of the
Indenture shall [not] apply to this series of Securities.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, [premium, if any,] and
interest, if any, on this Security at the time, place and rate, and in the coin
or currency herein prescribed.

         As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable on the
Securities Register upon surrender of this Security for registration of
transfer at the office or agency maintained by the Company for that purpose in
the Borough of Manhattan, The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar, duly executed by the Holder hereof or his
or her attorney duly authorized in writing, and thereupon one or more new
Securities of authorized denominations and for the same aggregate principal
amount will be issued to the designated transferee or transferees.  As provided
in the Indenture and subject to certain limitations therein set forth, this
Security is exchangeable for the same aggregate principal of Securities of
authorized denominations, as requested by the Holder surrendering the same.  No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security may be overdue, and
neither the Company nor the Trustee nor any agent of the Company or the Trustee
shall be affected by any notice to the contrary.

         [In the event that (i) DTC, or any successor Depositary, notifies the
Company and the Trustee in writing that it is unwilling or unable to continue
as Depositary for this Global Security or if at any time DTC, or any successor
Depositary, ceases to be a clearing corporation registered under the Exchange
Act, and a successor
<PAGE>   6
Depositary is not appointed by the Company within 90 days, (ii) the Company in
its sole discretion determines that the Notes shall no longer be represented by
this Global Security and executes and delivers to the Trustee a Company Order
that this Global Security shall be exchangeable or (iii) there shall have
occurred and be continuing an Event of Default or an event which, with the
giving of notice or the lapse of time, or both, would constitute an Event of
Default with respect to the Notes represented by this Global Security, then the
Company will issue Notes in definitive form in exchange for this Global
Security.  In such event, an owner of a beneficial interest in this Global
Security will be entitled to have Notes equal in aggregate principal amount to
such beneficial interest registered in its name and will be entitled to
physical delivery of such Notes in definitive form.  Notes so issued in
definitive form will be issued as registered Notes without coupons in
denominations of $1,000 and integral multiples thereof.]

         [Notwithstanding any provision herein to the contrary, every Note
authenticated and delivered upon registration of transfer of, or in exchange
for or in lieu of, this Global Security other than pursuant to clauses (i),
(ii) or (iii) of the preceding paragraph, shall be authenticated and delivered
in the form of, and shall be, a Global Security.]

         As provided in the Indenture, this Security shall for all purposes be
governed by and construed in accordance with the laws of the State of New York.

          All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture unless otherwise
defined herein.



                FOR VALUE RECEIVED the undersigned hereby sells,
                           assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
 IDENTIFYING NUMBER OF ASSIGNEE

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

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

- -------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

- ---------------------------------------------------------
the within Global Note of ALBERTSON'S, INC. and all rights hereunder, hereby
irrevocably constituting and appointing


_______________________________ attorney to transfer said Global Note on the
books of the within-named Company, with full power of substitution in the
premises.

Dated:
      -------------------------


                                    SIGN HERE
                                              ----------------------------------
                                              NOTICE:  THE SIGNATURE TO THIS
                                              ASSIGNMENT MUST CORRESPOND WITH
                                              THE NAME AS WRITTEN UPON THE FACE
                                              OF THE WITHIN INSTRUMENT IN EVERY
                                              PARTICULAR, WITHOUT
<PAGE>   7
                                              ALTERATION OR ENLARGEMENT OR ANY
                                              CHANGE WHATEVER.

                                              SIGNATURE GUARANTEED
