SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PERLMUTTER HARRIET

(Last)

(First)

(Middle)

10 GARDEN COURT

(Street)

SHORT HILLS,

07078

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SUPERVALU INC [ SVU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/26/2004		M		6,000	A	$15.5625	19,779	D
Common Stock	05/26/2004		F		3,039	D	$30.73	16,740	D
Common Stock	05/26/2004		M		6,000	A	$22.25	22,740	D
Common Stock	05/26/2004		F		4,345	D	$30.73	18,395	D
Common Stock	05/26/2004		M		2,000	A	$25.6875	20,395	D
Common Stock	05/26/2004		F		1,672	D	$30.73	18,723	D
Common Stock	05/26/2004		M		6,000	A	$19	24,723	D
Common Stock	05/26/2004		F		3,710	D	$30.73	21,013	D
Common Stock	05/26/2004		M		1,930	A	$16.125	22,943	D
Common Stock	05/26/2004		F		1,013	D	$30.73	21,930	D
Common Stock								12,783.199	I	by Directors Trust
Common Stock								3,000	I	by Trust 2

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$15.5625	05/26/2004		M			6,000	⁽¹⁾	06/29/2004	Common Stock	6,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$16.125	05/26/2004		M			1,930	06/27/2001	06/27/2011	Common Stock	1,930	$0	4,070	D
Non-Qualified Stock Option (right to buy)	$19	05/26/2004		M			6,000	06/29/2000	06/29/2010	Common Stock	6,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$22.25	05/26/2004		M			6,000	07/01/1998	07/01/2008	Common Stock	6,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$25.6875	05/26/2004		M			2,000	06/30/1999	06/30/2009	Common Stock	2,000	$0	0	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$30.73	05/26/2004		A		3,039		05/26/2004	06/28/2004	Common Stock	3,039	$0	3,039	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$30.73	05/26/2004		A		4,345		05/26/2004	07/01/2008	Common Stock	4,345	$0	4,345	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$30.73	05/26/2004		A		1,672		05/26/2004	06/30/2009	Common Stock	1,672	$0	1,672	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$30.73	05/26/2004		A		3,710		05/26/2004	06/29/2010	Common Stock	3,710	$0	3,710	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$30.73	05/26/2004		A		1,013		05/26/2004	06/27/2011	Common Stock	1,013	$0	1,013	D

Explanation of Responses:

1. Vesting of options occurs as to 40% on the first anniversary date following the grant date and as to 30% on each of the next two anniversary dates.

2. Grant to reporting person of option to purchase shares of common stock under Issuer's 2002 Stock Plan (which includes tax withholding rights) in transaction exempt under Rule 16b-3.

	By: Warren E. Simpson, Attorney-in-Fact For: Harriet Perlmutter	05/26/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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