8-K

                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                    FORM 8-K

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


                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

          Date of Report: May 21, 2002 Commission file number: 1-6187

                                ALBERTSON'S, INC.
                 -----------------------------------------------
             (Exact name of Registrant as specified in its Charter)

                Delaware                             82-0184434
- ------------------------------------   -----------------------------------------
(State of Incorporation)                   (Employer Identification Number)


250 Parkcenter Blvd., P.O. Box 20, Boise, Idaho               83726
- -----------------------------------------------             ---------
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code:       (208) 395-6200
                                                       -------------------





Item 5.  Other Events.

         On May 21, 2002, Albertsons', Inc. issued its press release raising
first quarter 2002 earnings pre share guidance and reporting preliminary sales
for the first quarter of 2002, which is attached hereto as Exhibit 99.1.



Exhibit
No.                        Description

99.1                       Press Release dated May 21, 2002.


                                    SIGNATURE

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, Albertson's, Inc. has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                           ALBERTSON'S, INC.



Date:     May 21, 2002                     BY:   /s/ John R. Sims
                                                 John R. Sims
                                                 Executive Vice President
                                                 and General Counsel

EX-99

                                                                    Exhibit 99.1


     Albertson's, Inc. Raises First Quarter 2002 Earnings Per Share Guidance
 Turnaround Ahead Of Schedule And Restructuring Proceeding Better Than Expected
     Q1 EPS From Continuing Operations, Before Restructuring And Other Items
                          Forecast 15% to 21% Increase


         BOISE, Idaho, May 21, 2002 - Albertson's, Inc. (NYSE: ABS) announced
today that its turnaround is gaining momentum faster than expected and that
first quarter 2002 earnings from continuing operations, excluding goodwill
amortization and before restructuring/other items, would be better than both
Company guidance and analysts' consensus.
         Larry Johnston, chairman and chief executive officer, said, "We are
extremely pleased with the progress of our turnaround at Albertson's. Both our
marketing and expense reduction programs are solidly on track, and delivering
stronger than expected results. Consequently, we are now expecting earnings from
continuing operations excluding goodwill amortization and before
restructuring/other items, to deliver between $0.55 and $0.58 cents per diluted
share...up 15% to 21% versus first quarter 2001."
         The Company had previously provided guidance of $0.50 per diluted share
($0.53 excluding goodwill amortization) up over 8% before restructuring/other
items.
         Albertson's also confirmed that execution of its major restructuring
programs was proceeding better than expected, and it expects to record a lower
one-time charge in the quarter than previously announced to cover the costs of
exiting several unprofitable markets. In addition, the Company confirmed that
the restructuring is expected to generate stronger net positive pre-tax cash
flow than previously announced.
         Albertson's preliminary revenues from continuing operations for the
first quarter totaled $8.9 billion. Comparable store sales on a continuing
operations basis increased 1.4% while identical store sales on the same basis
increased 0.8%.
         Sales and earnings results for the Company's first quarter ended May 2,
2002, will be released before the New York Stock Exchange opens on June 5, 2002.

                                     (more)



Page 2 - First Quarter 2002


         Albertson's is one of the world's largest food and drug retailers with
annual revenues of approximately $38 billion. Based in Boise, Idaho, the Company
employs more than 200,000 associates and operates approximately 2,300 retail
stores in 33 states under banners including Albertson's, Albertson's-Osco,
Albertson's-Sav-on, Jewel-Osco, Acme, Sav-on Drugs, Osco Drug, Max Foods and
Super Saver.

         From time to time, information provided by the Company, including
written or oral statements made by its representatives, may contain
forward-looking information as defined in the Private Securities Litigation
Reform Act of 1995. All statements, other than statements of historical facts,
which address activities, events or developments that the Company expects or
anticipates will or may occur in the future, including such things as
integration of the operations of acquired or merged companies, expansion and
growth of the Company's business, future capital expenditures and the Company's
business strategy, contain forward-looking information. In reviewing such
information it should be kept in mind that actual results may differ materially
from those projected or suggested in such forward-looking information. This
forward-looking information is based on various factors and was derived using
various assumptions. Many of these factors have previously been identified in
filings or statements made by or on behalf of the Company.
         Important assumptions and other important factors that could cause
actual results to differ materially from those set forth in the forward-looking
information include changes in the general economy, changes in interest rates,
changes in consumer spending, actions taken by competitors, particularly those
intended to improve their market share, and other factors affecting the
Company's business in or beyond the Company's control. These factors include
changes in the rate of inflation, changes in state or federal legislation or
regulation, adverse determinations with respect to litigation or other claims
(including environmental matters), labor negotiations, the cost and stability of
energy sources, the Company's ability to recruit, retain and develop employees,
its ability to develop new stores or complete remodels as rapidly as planned,
its ability to implement new technology successfully, stability of product
costs, the Company's ability to integrate the operations of acquired or merged
companies, the Company's ability to execute its restructuring plans, and the
Company's ability to achieve its five strategic imperatives.
         Other factors and assumptions not identified above could also cause the
actual results to differ materially from those set forth in the forward-looking
information. The Company does not undertake to update forward-looking
information contained herein or elsewhere to reflect actual results, changes in
assumptions or changes in other factors affecting such forward-looking
information.

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For further information, please contact:

News Media                                           Investor Relations

Ertharin Cousin, 1-208-395-6355                Renee Bergquist, 1-208-395-6622