SecProbe.io

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Mail Stop 3561

								November 1, 2005

Ms. Felicia D. Thornton
Chief Financial Officer
Albertson`s, Inc.
250 Parkcenter Blvd.
Boise, Idaho  83726

Re:	Albertson`s, Inc.
	Form 10-K for the Fiscal Year Ended February 3, 2005
	Forms 10-Q for the Periods Ended May 5, 2005 and August 4,
2005
	File No. 001-06187

Dear Ms. Thornton:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and do not intend to
expand our review to other portions of your document.  Where
indicated, we think you should revise your documents in response
to
these comments in future filings.  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.

Form 10-K for the Fiscal Year Ended February 3, 2005

Liquidity and Capital Resources, page 19
Critical Accounting Policies, page 23

1. Reference is made to your discussion of pension plans here and
in
your quarterly reports.  Please expand your discussion of your
employee benefit plans to address your funding obligations
including
the amounts, timing and effect on future cash flows of the
company.
Please show us what your disclosure will look like in future
filings
revised.

Financial Statements

Note 2.  Summary of Significant Accounting Policies, page 35

Cash and Cash Equivalents, page 35
Reclassifications, page 38

2. We note net cash book overdrafts previously reported in cash
and
cash equivalents are now reported in accounts payable beginning
with
the third quarter of 2004.  Please tell us and disclose in future
filings the line item that includes the net change in overdrafts
in
the statements of cash flows.

Segment Information, page 35

3. Please tell us what consideration you gave to providing revenue
disclosures by product group such as pharmacy, grocery, floral,
health and beauty or other categories as deemed appropriate.  See
paragraph 37 of SFAS 131.

Note 11.  Indebtedness, page 44

Mandatory Convertible Security Offering, page 44

4. Please advise us of the specific factors you considered and the
accounting literature relied upon in determining how to account
for
the Corporate Units and the method used in calculating diluted
earnings per share.  We may have further comment.

5. We note your disclosure in the last paragraph that there can be
no
assurance that the method in which the Corporate Units are
reflected
in the company`s diluted earnings per share will not change in the
future if interpretations evolve.  As such, please tell us what
consideration you gave to providing diluted earnings per share
based
on the if-converted method.

6. Reference is made to the second paragraph.  Please expand your
disclosure to clarify what the purchase contract adjustment
represents and why a charge was made to stockholders` equity.  In
addition, please revise to clarify that the stated amount of $25
to
be received on the purchase contracts will be non-cash to the
extent
the senior notes are put to the company.  Show us what your
disclosure will look like revised.

      Please send us your response to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter keying your responses to our
comments
and provide any requested supplemental information.  Please file
your
response letter on EDGAR as a correspondence file.  Please
understand
that we may have additional comments after reviewing your
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
Exchange Act of 1934 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

      You may contact Donna Di Silvio at (202) 551-3202 or, in her
absence, the undersigned at (202) 551-3841 with any other
questions.

      							Sincerely,

      							Michael Moran
      							Branch Chief

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Ms. Felicia D. Thornton
Albertson's, Inc.
November 1, 2005
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