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^*

BAILEY PAMELA G

(Last)

(First)

(Middle)

250 PARKCENTER BLVD.

P.O. BOX 20

(Street)

BOISE

83726

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
New Albertsons INC [ ABS ]

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)
06/02/2006

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⁽¹⁾	06/02/2006		D		13,620	D	⁽²⁾	0	D

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)
Deferred Stock Units with Reinvested Dividend Equivalents	$0⁽³⁾	06/02/2006		D			3,124	⁽³⁾	⁽³⁾	Common Stock	3,124	$0	0	D
Non-qualified stock option	$39.48	06/02/2006		D			756	07/01/1997⁽⁴⁾	07/01/2007	Common Stock	756	$0	0	D
Non-qualified stock option	$37.95	06/02/2006		D			756	07/01/1998⁽⁵⁾	07/01/2008	Common Stock	756	$0	0	D
Non-qualified stock option	$47	06/02/2006		D			5,108	09/02/1999⁽⁶⁾	09/01/2009	Common Stock	5,108	$0	0	D
Non-qualified stock option	$34.88	06/02/2006		D			6,884	06/16/2000⁽⁷⁾	06/15/2010	Common Stock	6,884	$0	0	D
Non-qualified stock option	$33.12	06/02/2006		D			7,248	06/07/2002⁽⁸⁾	06/06/2012	Common Stock	7,248	$0	0	D
Non-qualified stock option	$29.55	06/02/2006		D			8,124	06/15/2001⁽⁹⁾	06/14/2011	Common Stock	8,124	$0	0	D

Explanation of Responses:

1. New Albertson's, Inc. is the successor issuer to Albertson's, Inc. pursuant to Rule 12g-3 under the Securities Exchange Act of 1934.

2. Disposed of pursuant to merger agreement among issuer, issuer's predecessor, SUPERVALU INC., and related parties in exchange for 2,479 shares of common stock of SUPERVALU INC., having a market value of $29.40 per share on the effective date of the merger, and $277,167.

3. Shares granted under the Albertson's, Inc. 2004 Equity and Performance Incentive Plan or 1995 Amended and Restated Stock-Based Incentive Plan as compensation for service as a non-employee director. Disposed of pursuant to merger agreement among issuer, issuer's predecessor, SUPERVALU INC., and related parties in exchange for 569 shares of common stock of SUPERVALU INC., having a market value of $29.40 per share on the effective date of the merger, and $63,573.40.

4. This option, which provided for immediate vesting, was cancelled in the merger in exchange for no payment because there is no excess over the exercise price of the option of the sum of (a) 0.182 times the average closing per share price of SUPERVALU INC. common stock for the ten trading days immediately preceding the closing date ($29.59) plus (b) $20.35.

5. This option, which provided for immediate vesting, was cancelled in the merger in exchange for no payment because there is no excess over the exercise price of the option of the sum of (a) 0.182 times the average closing per share price of SUPERVALU INC. common stock for the ten trading days immediately preceding the closing date ($29.59) plus (b) $20.35.

6. This option, which provided for immediate vesting, was cancelled in the merger in exchange for no payment because there is no excess over the exercise price of the option of the sum of (a) 0.182 times the average closing per share price of SUPERVALU INC. common stock for the ten trading days immediately preceding the closing date ($29.59) plus (b) $20.35.

7. This option, which provided for immediate vesting, was cancelled in the merger in exchange for no payment because there is no excess over the exercise price of the option of the sum of (a) 0.182 times the average closing per share price of SUPERVALU INC. common stock for the ten trading days immediately preceding the closing date ($29.59) plus (b) $20.35.

8. This option, which provided for immediate vesting, was cancelled in the merger in exchange for no payment because there is no excess over the exercise price of the option of the sum of (a) 0.182 times the average closing per share price of SUPERVALU INC. common stock for the ten trading days immediately preceding the closing date ($29.59) plus (b) $20.35.

9. This option, which provided for immediate vesting, was cancelled in the merger in exchange for no payment because there is no excess over the exercise price of the option of the sum of (a) 0.182 times the average closing per share price of SUPERVALU INC. common stock for the ten trading days immediately preceding the closing date ($29.59) plus (b) $20.35.

	/S/ WARREN SIMPSON (Attorney-in-fact)	06/06/2006
	** 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).
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