SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

DOWNES ADRIAN J

(Last)

(First)

(Middle)

11840 VALLEY VIEW ROAD

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2006

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group Vice President &

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,095	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)⁽¹⁾	06/02/2006	12/16/2014	Common Stock	19,569	$26.96	D
Restricted Stock Units⁽²⁾	06/02/2006	06/07/2014	Common Stock	6,370	$0	D
Restricted Stock Units⁽²⁾	06/02/2006	12/16/2014	Common Stock	446	$0	D
Retention Stock Units⁽³⁾	⁽⁴⁾	01/26/2026	Common Stock	5,653	$0	D

Explanation of Responses:

1. Pursuant to the merger of Albertson's, Inc. into SUPERVALU INC. on June 2, 2006, an option granted to the reporting person to purchase shares of Albertson's, Inc. common stock under the Albertson's 1995 Amended and Restated Stock-Based Incentive Plan vested in its entirety, and pursuant to the merger, such option was converted into an option to purchase the number of shares of SUPERVALU INC. common stock indicated.

2. Pursuant to the merger of Albertson's, Inc. into SUPERVALU INC. on June 2, 2006, 100% of the restricted stock units granted to the reporting person under the Albertson's 1995 Amended and Restated Stock-Based Incentive Plan relating to the common stock of Albertson's, Inc. vested, and pursuant to the merger, such units were converted into the right to receive the number of shares of SUPERVALU INC. common stock indicated. The reporting person elected to defer receipt of these shares until January 2007.

3. Pursuant to the merger of Albertson's, Inc. into SUPERVALU INC. on June 2, 2006, 100% of the restricted stock units granted to the reporting person on January 26, 2006 under the Albertson's 2004 Equity and Performance Incentive Plan relating to the common stock of Albertson's, Inc. were converted into the right to receive the number of shares of SUPERVALU INC. common stock indicated.

4. Vesting occurs at 25% each year beginning on the first anniversary of the grant date and continues to the fourth anniversary of the grant date.

	Adrian J. Downes	10/26/2006
	** 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 5 (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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