POWER OF ATTORNEY

          Know all by these presents,  that the undersigned  hereby  constitutes
     and appoints each of John R. Sims and Felicia D. Thornton,  signing singly,
     the undersigned's true and lawful attorney-in-fact to:

          (1)  execute   for  and  on   behalf  of  the   undersigned,   in  the
               undersigned's  capacity  as a Section  16  reporting  officer  or
               member  of the  Board of  Directors  of  Albertson's,  Inc.  (the
               "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of
               the Securities Exchange Act of 1934 and the rules thereunder;

          (2)  do and  perform  any  and  all  acts  for  and on  behalf  of the
               undersigned  which may be  necessary or desirable to complete and
               execute  any  such  Form 3, 4, or 5,  complete  and  execute  any
               amendment or amendments  thereto,  and timely file such form with
               the United  States  Securities  and Exchange  Commission  and any
               stock exchange or similar authority; and

          (3)  take any other action of any type  whatsoever in connection  with
               the foregoing which, in the opinion of such attorney-in-fact, may
               be of benefit to, in the best  interest  of, or legally  required
               by,  the  undersigned,  it being  understood  that the  documents
               executed by such  attorney-in-fact  on behalf of the  undersigned
               pursuant  to this  Power of  Attorney  shall be in such  form and
               shall contain such terms and conditions as such  attorney-in-fact
               may approve in such attorney-in-fact's discretion.

          The undersigned hereby grants to each such attorney-in-fact full power
     and  authority  to do and  perform  any and every act and thing  whatsoever
     requisite,  necessary,  or proper to be done in the  exercise of any of the
     rights and powers herein  granted,  as fully to all intents and purposes as
     the undersigned might or could do if personally present, with full power of
     substitution or revocation,  hereby  ratifying and confirming all that such
     attorney-in-fact,  or such  attorney-in-fact's  substitute or  substitutes,
     shall  lawfully  do or cause to be done by virtue of this power of attorney
     and the rights and powers herein granted. The undersigned acknowledges that
     the foregoing attorneys-in-fact, in serving in such capacity at the request
     of the undersigned,  are not assuming,  nor is the Company assuming, any of
     the  undersigned's  responsibilities  to  comply  with  Section 16  of  the
     Securities Exchange Act of 1934.

          This Power of Attorney shall remain in full force and effect until the
     undersigned is no longer required to file Forms 3, 4, and 5 with respect to
     the undersigned's  holdings of and transactions in securities issued by the
     Company,  unless  earlier  revoked by the  undersigned  in a signed writing
     delivered to the foregoing attorneys-in-fact.

          IN WITNESS WHEREOF,  the undersigned has caused this Power of Attorney
     to be executed as of this 14th day of June, 2004.


                                                      /s/ Adrian J. Downes
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                                                           Signature

                                                          Adrian J. Downes
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                                                           Print Name