Mail Stop 3561
      April 11, 2006

David L. Boehnen, Esq.
Executive Vice President
Supervalu Inc.
11840 Valley View Road
Eden Prairie, Minnesota 55344

      Re:	Supervalu Inc.
      Registration Statement on Form S-4
      Filed March 14, 2006
		File No. 333-132397

Dear Mr. Boehnen:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. We note that you have posted press releases dated March 14,
2006
and March 22, 2006 on your website that relate to the acquisition
of
Albertsons.  It appears, however, that these press releases have
not
been filed as written communications in accordance with Rule 425.
Please advise.




Cover Page
2. Please revise the cover page as follows:
* Please revise to include the time, date, and place information.
Refer to Item 1 of Schedule 14A.

* Please disclose here and in the summary the aggregate dollar
consideration to be paid to the shareholders of Albertsons.

* Please disclose here and in the summary the value of the assets,
liabilities and goodwill to be acquired by Supervalu.

* Please quantify the termination fees.

* Please disclose the anticipated time period between the vote and
closing the merger.

Summary, page 4
3. Please limit your summary disclosure to brief discussions of
only
the most material aspects of the proposed acquisition.  Some of
your
disclosure appears to contain excessive detail, which is better
suited for the body of the prospectus.  For example, you should
provide only a brief description of the mergers and the agreement.
See Item 3(c) to Form S-4.  Please also consider whether other
subsections or elements of a discussion within a subsection are
necessary for the summary.  In addition, we note that information
in
the Q&A section is repeated in the summary. Appropriate revisions
should enable you to reduce the length of the summary.  Please
revise
accordingly.

Merger Consideration, page 7
4. Please expand your disclosure, here and on page 100 under
"Merger
Consideration," to include Supervalu`s assumption of $6.1 billion
of
Albertson`s debt as part of the total consideration to be paid by
Supervalu as a result of the merger.  In this regard, we note
disclosure of this amount in your description of Lazard`s opinion
on
page 79 and in documents filed under cover of Form 8-K and Form
425.
5. We note that Supervalu will fund the cash portion from cash on-
hand, cash from operations, borrowings under new credit
facilities,
the issuance of securities and the proceeds from the standalone
drug
sale and the non-core sale.  Please revise to further quantify and
describe the sources of financing for the merger.

The Separation, page 8
6. Please describe and quantify any fees in connection with the
transition services or cross-licensing agreement.

Appraisal Rights, page 12
7. Please describe the effect to Albertsons` shareholders of
having
appraisal rights in connection with the reorganization but not in
connection with the Supervalu merger.

Termination of the Merger..., page 12
8. Please disclose the amounts to be received or paid by Cerberus
in
connection with the termination fees, as disclosed on page 123.

Risk Factors, page 24
9. Please include a risk factor that discusses the parties` prior
relationships with Goldman Sachs, Blackstone, and Lazard and the
fact
that the fees payable to each financial advisor is contingent on
the
consummation of the merger.

The transactions are subject to certain closing conditions...,
page
24
10. Please disclose Albertsons` plans if the merger is not
consummated, including whether Albertsons will continue
operations.

Supervalu will take on substantial additional indebtedness...,
page
25
11. Please quantify the estimated additional indebtedness that you
will incur to finance the mergers.  Please also briefly disclose
the
impact or consequence that will result from your debt no longer
having an investment-grade rating.

Supervalu may be required under the merger agreement..., page 25
12. According to a March 14, 2006 press release issued by
Albertsons,
it appears that the Federal Trade Commission imposed no conditions
or
restrictions on the transaction.  Please update this risk factor
and
throughout the prospectus as applicable.

Certain directors and executive officers of Albertsons..., page 26
13. Please revise to describe the specific interests and
associated
risks.  Similarly, please revise to describe the anti-takeover
provisions on page 27.

The Supervalu Special Meeting, page 36

Record Date; Outstanding Shares; Shares Entitled to Vote, page 36
14. Please revise to clarify how Supervalu treasury stock will be
treated for voting purposes at the special meeting.

The Mergers, Page 41

Background of the Mergers, page 41
15. Please note that if a report, opinion or appraisal materially
relating to the transaction has been received from an outside
party,
and that report, opinion or appraisal is referred to in the
prospectus, you must furnish the same information that would be
required by Item 9(b)(1) though (6) of Schedule 13E-3.  See Item
4(b)
to Form S-4.  For example, please include the information in
connection with the appraisals by Cushman & Wakefield and Integra
Realty Resources.  Please revise or advise.
16. Please expand the background section to further describe each
contact, meeting, or negotiation that took place and the substance
of
the discussions or negotiations at each meeting among
representatives
of Albertsons, Supervalu, and Cerberus.  Please also revise so
that
it is clear how the final structure and terms were reached,
including
the separation agreement and the standalone drug sale.
17. We note your disclosure in the third full paragraph on page 47
that Albertsons board "[c]oncluded that the bid by the
Supervalu/Cerberus consortium offered an opportunity to obtain a
current value for the outstanding stock that was more favorable
than
that which would likely be obtained under the other alternatives
available to Albertsons, and would avoid some of the risks
associated
with the execution of those alternatives."  Please more fully
discuss
why Albertsons` board of directors chose to pursue a merger with
the
Supervalu/Cerberus consortium over the other alternatives.  For
example, please discuss any non-price factors as well as the risks
that are associated with any of the other alternatives.  Please
similarly revise the discussion of the other meetings held in
December and January.








Albertsons` Reasons for the Mergers..., page 50
18. We note your disclosure of the factors considered by
Albertsons`
board of directors in recommending the mergers.  Please revise to
expand the bulleted factors to discuss in more specific detail how
each factor impacted your decision to recommend the transaction.
Please also quantify the factors, if applicable.  Further, please
also expand your disclosure under "Supervalu`s Reasons for the
Mergers..." on page 54, as applicable.

 Supervalu`s Reasons for the Mergers..., page 54
19. Please breakdown the $150 to $175 million in anticipated
synergies, as you did in the investor presentation slides filed
with
the Form 8-K on March 14, 2006.  Please also expand your
disclosure
to provide further detail in your descriptions of the anticipated
synergies.

Opinions of Albertsons` Financial Advisors..., page 57
20. Please provide us with any analyses, reports, presentations,
or
similar materials prepared for or by the financial advisors in
connection with rendering each fairness opinion.  Please note that
this comment also applies to Supervalu`s financial advisor, as
applicable.
21. Please revise to more clearly discuss why Albertsons retained
three financial advisors and any differences in their
instructions,
results or analysis.
22. As currently drafted, the discussion of each financial
advisor`s
opinion contains disclosure that does not provide a meaningful
summary of the analyses performed.  Please revise each of the
summaries so that they are written in clear, understandable
language.
Please avoid unnecessary financial terms that make the disclosure
very difficult to understand.  Rather, explain in clear, concise,
and
understandable language what the financial advisor did and how the
analysis and conclusion are relevant to stockholders and
specifically
to the consideration offered.  As part of the revisions, please
describe the purpose of each analysis and why particular measures
were chosen for analysis.  Please note that this comment also
applies
to Supervalu`s financial advisor`s discussion of its opinion as
well.
In addition, please separately discuss the analysis of each of
Goldman and Blackstone.

Legal Proceedings, page 96
23. Please revise to update the status of the class action
complaint
challenging the merger.  Please discuss the legal proceeding in
the
risk factor section or advise us.

The Merger Agreement, page 99

Amendments, Extensions and Waivers, page 114
24. We note your disclosure that at any time prior to the
effective
time, any party to the merger agreement may, "[w]aive compliance
by
the other parties with any of the agreements or conditions
contained
in the merger agreement."  Please revise to describe the
amendments
or waivers that would require further stockholder approval.  Also,
disclose how you will notify stockholders of any amendments to the
merger agreement that do not require stockholder approval.

Unaudited Pro Forma Condensed Combined Financial Statements, page
133
25. We note you have assumed the issuance of 43.7 million common
shares, and related conversion and cash out of such shares, as
well
as cash received of $1,150 under the early settlement option of
the
Corporate Units.  Please explain and disclose the basis for your
assumption that 100% of the Unit holders will exercise the early
settlement option given such option will result in holders paying
approximately $260 million in out-of-pocket cash earlier than
required.  Please tell us what options the holders of the
Corporate
Unit holder`s would have if they do not exercise early.  Please
tell
us whether the holders could surrender their note in satisfaction
of
their forward obligation under the early settlement option.  If
surrender of the note is an option, please tell us whether the
remarketing provisions would apply or whether the company would
accept the note in lieu of cash payment.  If so, we assume
Supervalu`s borrowings under the facilities would change by more
than
$260 million hence footnote (c) on page 137 would change along
with
the elimination of the forward purchase liability.  Based upon
your
response to our question, the pro forma financial statements
should
reflect the more likely outcome with a sensitivity analysis of the
other options held by Corporate Unit holders.  Also, please
discuss
your basis for your assessment of likely outcomes.
26. Separately disclose the amount of estimated cash paid to
holders
of the Corporate Units in your tabular presentation of the
Consortium
Purchase Price on page 134.

Notes to Unaudited Pro Forma Condensed Combined Balance Sheet,
page
137
27. Expand note (k) to disclose the repayment terms set forth in
the
financing commitment letter with The Royal Bank of Scotland PLC
and
RBS Securities Corporation.




Notes to Pro Forma Condensed Combined Statements of Earnings, page
141
28. Please expand note 2 (c) to disclose the effect on income of a
1/8 percent variance in interest rates.
Stock Ownership of Certain Beneficial Owners..., page 149
29. We note that certain of the principal beneficial owners are
non-
natural persons.  Please disclose the natural persons who exercise
sole or shared voting or investment power over the entity.

Annex E. Opinion of Houlihan Lokey
Annex F. Opinion of Lazard Freres
30. We note the limitations on reliance by shareholders on the
last
pages of Annex E and F.  Because it is inconsistent with the
disclosures relating to the opinion, please delete the limitation.
Alternatively, disclose the basis for Houlihan`s and Lazard`s
belief
that shareholders cannot rely upon the opinion to support any
claims
against it arising under applicable state law (e.g., the inclusion
of
an express disclaimer in an engagement letter).  Describe any
applicable state law authority regarding the availability of such
a
potential defense.  In the absence of applicable state law
authority,
disclose that the availability of such a defense will be resolved
by
a court of competent jurisdiction.  Also, disclose that resolution
of
the question of the availability of such a defense will have no
effect on the rights and responsibilities of the board of
directors
under applicable state law.  Further, disclose that the
availability
of such a state law defense to the financial advisor would have no
effect on the rights and responsibilities of either financial
advisor
or the board of directors under federal securities laws.

Exhibits
31. Please file all required exhibits, such as the legality
opinion,
in a timely manner so that we may have time to review them before
you
request effectiveness of your registration statement.

*****

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Donna DiSilvio, Staff Accountant, at (202)
551-
3202 or Jim Allegretto, Senior Assistant Chief Accountant, at
(202)
551-3849 if you have questions regarding comments on the financial
statements and related matters.  Please contact Kurt Murao,
Attorney
Adviser, at (202) 551-3338, Peggy Kim, Senior Staff Attorney, at
(202) 551-3411 or me at (202) 551-3720 with any other questions.

      					Sincerely,



						H. Christopher Owings
						Assistant Director


cc: 	Andrew R. Brownstein, Esq.
	Wachtell, Lipton, Rosen & Katz
	Fax: (212) 403-2233


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David L. Boehnen
Supervalu Inc.
April 11, 2006
Page 1