SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

¨     Preliminary Proxy Statement ¨        Confidential, for Use of the Commission Only
            (as Permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

¨ Definitive Additional Materials

x  Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

Safeway Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x  No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)  Title of each class of securities to which transaction applies:

(2)  Aggregate number of securities to which transaction applies:

(3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)  Proposed maximum aggregate value of transaction:

(5)  Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)  Amount Previously Paid:

(2)  Form, Schedule or Registration Statement No.:

(3)  Filing Party:

(4)  Date Filed:

Notes:

Media Contact:	Brian Dowling
	(925) 467-3787

April 7, 2004

Safeway Statement Regarding CalPERS Decision:

The following should be attributed to Safeway Vice President, Brian Dowling.

Safeway is in the midst of executing a well-defined strategy to differentiate itself from the competition and grow the business for shareholders, employees and customers. The company has acted decisively in times of challenge, aggressively reinvests in its stores, and has a sound vision for the future, which is fully supported by Safeway’s Board of Directors.

Furthermore, Safeway is firmly committed to the highest standards of corporate governance, and has an ongoing process to listen to shareholders.

CalPERS decision overlooks the facts about Safeway’s performance. Over the last 11 years the company’s share price has outperformed the entire retail sector. In fact, since 1992 investors have seen an eight-fold increase in Safeway’s share price. The company’s more recent stock price performance is in line with the rest of the supermarket sector, which has been under pressure from non-union discounters and a weak economy.

-end-