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Albertson's, Inc.
250 Parkcenter Boulevard
Boise, Idaho 83706

November 15, 2005

Donna Di Silvio
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

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. Di Silvio:

        Thank you for your letter dated November 1, 2005, providing comments by
the staff of the Securities and Exchange Commission with respect to the
above-mentioned Form 10-K (the "Form 10-K") and Form 10-Qs (the "Form 10-Qs") of
Albertson's, Inc. ("Albertsons" or the "Company"). We appreciate your review and
comments, which are helpful to us in improving our future disclosures. This
letter is submitted in response to each of the comments in your letter. For ease
of reference, each comment and the corresponding response has been set forth
below.

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.

        Response: The Company supplementally advises the Staff that there are no
        funding obligations in its defined benefit plans other than obligations
        based in law and/or the Company's own funding policies. To clarify this
        point, in future filings
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Securities and Exchange Commission
November 15, 2005
Page 2

        we will add the following disclosures (or substantially similar
        disclosures) under a "Pension Plan Contingencies" subheading in Item 7.
        - Management's Discussion and Analysis of Financial Condition and
        Results of Operations - Liquidity and Capital Resources:

               "The Company's funding policy for its defined benefit plans is to
               contribute the minimum contribution required under the Employee
               Retirement Income Security Act, with consideration given to
               contributing larger amounts in order to be exempt from Pension
               Benefit Guaranty Corporation variable rate premiums and/or
               participant notices of underfunding. The Company determines
               expected funding levels annually. Funding of the Company's
               defined benefit pension plans is expected to be $[ ] for the
               fiscal year ending February 2, 2006."

        The Company anticipates making this disclosure annually in the Form
        10-K, with disclosure in the Form 10-Q only to the extent of a material
        change in our expectations.

FINANCIAL STATEMENTS

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, PAGE 35

CASH AND CASH EQUIVALENTS, PAGE 35
RECLASSIFICATIONS, PAGE 38

  2.    We note 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.

        Response: The Company is aware that AICPA Technical Practice Aid (TIS
        Section 1300.15), "Presentation of Cash Overdraft on Statement of Cash
        Flows", provides that a net change in overdrafts should be classified as
        a financing activity in the statement of cash flows. This guidance
        appears to address only bank overdrafts (i.e., a negative bank account
        balance resulting from the bank covering cleared checks as presented or
        covering rejected deposits). Therefore, in all cases, a company that is
        in a bank overdraft position must show the net change in liability
        related to the bank overdraft as a financing activity.

        However, if a company is in a cash book overdraft position (i.e., a
        credit balance exists in the general ledger as a result of issuing
        checks in excess of the bank account balance), but has a positive bank
        account balance, we understand from discussions that our independent
        registered public accounting firm has had with
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Securities and Exchange Commission
November 15, 2005
Page 3

         the FASB staff that it is acceptable to show the net change during the
         period as either an operating activity or a financing activity in the
         cash flow statement. This position is supported by the fact that at the
         time of the book overdraft, a company has no financing activity with
         the bank (i.e., the bank has not extended credit as would be the case
         if the bank account were overdrawn). Therefore, the Company believes
         the presentation of cash book overdrafts as either operating or
         financing activities is an accounting policy decision that should be
         applied consistently.

         The net change in cash book overdrafts is reported in the change in
         Accounts payable line item within the "Cash Flows from Operating
         Activities" section of the Company's consolidated cash flow statements.

         In the Company's upcoming Form 10-Q for the third quarter ended
         November 3, 2005, we will add the following disclosures (or
         substantially similar disclosures) under a "Cash and Cash Equivalents"
         subheading in Note 2. - Summary of Significant Accounting Policies:

               "The Company considers all highly liquid investments with a
               maturity of three months or less at the time of purchase to be
               cash equivalents. The Company's banking arrangements allow the
               Company to fund outstanding checks when presented to the
               financial institution for payment. This cash management practice
               frequently results in a net cash book overdraft position, which
               occurs when total issued checks exceed available cash balances at
               a single financial institution. The Company records its cash
               disbursement accounts with a net cash book overdraft position in
               Accounts payable in the Company's Consolidated Balance Sheets,
               and the net change in cash book overdrafts in the Accounts
               payable line item within the "Cash Flows from Operating
               Activities" section of the Company's Consolidated Cash Flow
               Statements. At November 3, 2005 and February 3, 2005, the Company
               had net cash book overdrafts of $[ ] and $294, respectively,
               classified in Accounts payable."

         We also will include this revised disclosure in the Company's Form 10-K
         for the fiscal year ending February 2, 2006.

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.

        Response: The Company considers all of the products that it sells to be
        part of the same group of similar products for purposes of compliance
        with paragraph 37 of
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Securities and Exchange Commission
November 15, 2005
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         FASB Statement No. 131, "Disclosures about Segments of an Enterprise
         and Related Information" ("FASB 131"). Important to this determination
         is the consideration that product decisions are made at the region,
         division, and ultimately the retail store levels of the Company (i.e.,
         those closest to our customers) using product category information. A
         product category is an aggregation of individual products (e.g., soft
         drinks, coffee, dairy, and so forth). The Company has over 500 product
         categories. Product category decisions, such as individual product
         selection, are determined based on division and individual retail store
         level criteria, and the physical characteristics (i.e., size and
         layout) of the Company's retail stores. The components of a particular
         product category also can be slightly different across the retail
         stores, and the volume and placement of a product category in any
         particular retail store is driven by local customer preferences and
         competitive factors. Because of the significant number of product
         categories, the Company does not consider the disclosure of revenue
         information by product category helpful to the users of the Company's
         financial statements.

         The Company also considered the aggregation criteria in paragraph 17 of
         FASB 131, which is as follows:

         (a)   The nature of the products - The nature of the products sold in
               the Company's retail stores are substantially the same. However,
               some adjustments are made for customer demographic and economic
               considerations. For example, product selection is demographically
               adjusted in markets where organic products are desired, or
               economically adjusted in markets where lower cost, generic
               branded products are desired. Therefore, the Company views the
               nature of its products to be similar across its retail stores.

         (b)   The nature of the production processes - The Company performs
               ancillary manufacturing type activities only on a limited number
               of products prior to resale. For example, bananas are ripened at
               the Company's distribution centers prior to shipping to the
               retail stores. The Company does not view these activities to be
               significant to its business. Therefore, the Company views this
               criterion as not applicable to its assessment.

         (c)   The type or class of customer for our products - Because the
               products sold in the Company's retail stores are substantially
               the same, the Company does not market or promote its products to
               a particular type or class of customer. Rather, the Company's
               products are marketed and promoted across all product categories
               or by individual product to the local customer base. For example,
               a mailing circular will include a mix of dairy, fresh or frozen
               foods, general merchandise, and other products depending on the
               local customer demographics. Therefore, the Company views its
               customers as similar.
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Securities and Exchange Commission
November 15, 2005
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         (d)   The methods used to distribute our products - The Company uses
               the same distribution methods for its products across its retail
               stores. All of the products sold in the Company's retail stores
               are distributed from one of the Company's distribution centers or
               delivered directly to the retail stores by the Company's vendors.

         (e)   If applicable, the nature of the regulatory environment - Most
               products sold by the Company generally are regulated to ensure
               safety, cleanliness, and healthiness. The Company does not view
               the impact of regulation on any of its products to be significant
               to its business. Therefore, the Company views this criterion as
               not applicable to its assessment.

         Based on the considerations of paragraph 17 described above, the
         Company considers all of the products that it sells to be part of the
         same group of similar products for purposes of compliance with
         paragraph 37 of FASB 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.

         Response: In May 2004, the Company issued Corporate Units, which
         consist of two separate components: (a) a variable forward stock
         purchase contract (the "purchase contracts") and (b) a 2.5 percent
         ownership interest in one of the Company's senior notes with a
         principal amount of $1,000, which corresponds to a $25 dollar principal
         amount of the senior notes.

         Account for as Separate Financial Instruments

         In accordance with APB Opinion No. 14, "Accounting for Convertible Debt
         and Debt Issued with Stock Purchase Warrants" ("APB 14"), the Company
         considered whether the Corporate Units are a single financial
         instrument, or whether the purchase contracts are freestanding
         contracts separate and distinct from the senior notes. Although the two
         financial instruments are linked together for sale, the Company
         concluded that the financial instruments are two distinct securities
         and should be separated for accounting purposes. Two important
         characteristics exist to ensure that the financial instruments can be
         separated and traded independently after the original issuance.
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Securities and Exchange Commission
November 15, 2005
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        First, the senior notes can be separated from the purchase contracts if
        the holder provides substitute collateral to the collateral agent to
        secure the purchase contracts, or upon a remarketing of the senior notes
        in 2007. The cash received through this remarketing will be available
        for use by the holders to purchase the Company's common stock under the
        purchase contracts. Upon remarketing, the senior notes will remain
        outstanding and the purchase contracts will be settled. Second, the
        Company's obligations to issue its common stock under the purchase
        contracts and to repay the principal under the senior notes arise
        approximately two years apart. The term of the purchase contracts is
        three years, and the term of the senior notes is approximately five
        years.

        Also in accordance with APB 14, the proceeds from the issuance of the
        Corporate Units were allocated between the senior notes and the purchase
        contracts based on the relative fair values of each. The Company
        determined that the fair value of the purchase contracts was zero at the
        date of issuance based upon the aggregation of the separate fair values
        of (a) the embedded purchased put option allowing the Company to sell to
        the holder 1.0841 shares at a strike price of $23.06 per share, (b) the
        embedded written call option allowing the holders the right to purchase
        0.8675 shares at a strike price of $28.82 per share, and (c) the
        Company's obligations to make contract adjustment payments to the
        holders. The Company determined that the excess of the fair value of the
        purchased put option over the fair value of the written call option
        (i.e., a net option asset) was equal to the fair value of the contract
        adjustment payment obligations and, therefore, the aggregate fair value
        was zero as these amounts offset. The Company also determined that the
        fair value