SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* JOHNSTON LAWRENCE R (Last) (First) (Middle) 250 PARKCENTER BLVD. P.O. BOX 20 (Street) BOISE ID 83726 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol New Albertsons INC [ ABS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CHAIRMAN, CEO AND PRESIDENT
	3. Date of Earliest Transaction (Month/Day/Year) 06/02/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	06/02/2006		D		299,037	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Restricted Stock Units	$0(3)	06/02/2006		D			282,300	(3)	(3)	Common Stock	282,300	$0	0	D
Deferred Restricted Stock Units	$0(4)	06/02/2006		D			1,722,966	(4)	(4)	Common Stock	1,722,966	$0	0	D
Non-qualified stock option	$33.54	06/02/2006		D			252,302	(5)	12/02/2011	Common Stock	252,302	$0	0	D
Non-qualified stock option	$25.34	06/02/2006		D			459,000	(6)	05/03/2016	Common Stock	459,000	$0	0	D
Non-qualified stock option	$28.8	06/02/2006		D			651,078	(7)	04/22/2011	Common Stock	651,078	$0	0	D
Non-qualified stock option	$20.31	06/02/2006		D			750,000	(8)	12/04/2013	Common Stock	750,000	$0	0	D
Non-qualified stock option	$23.45	06/02/2006		D			750,000	(9)	12/16/2014	Common Stock	750,000	$0	0	D

Explanation of Responses:

1. New Albertson's, Inc. is the successor issuer to Albertson's, Inc. pursuant to Rule 12g-3 under the Securities Exchange Act of 1934.

2. Includes shares granted under the Albertson's, Inc. 2004 Equity and Performance Incentive Plan or 1995 Amended and Restated Stock-Based Incentive Plan. Disposed of pursuant to merger agreement among issuer, issuer's predecessor, SUPERVALU INC., and related parties in exchange for 54,425 shares of common stock of SUPERVALU INC., having a market value of $29.40 per share on the effective date of the merger, and $6,085,402.95.

3. Deferrable restricted stock units with dividend equivalents paid in cash granted in January 2006 under the Albertson's, Inc. 2004 Equity and Performance Incentive Plan. Disposed of pursuant to merger agreement among issuer, issuer's predecessor, SUPERVALU INC., and related parties in exchange for 245,525 shares of common stock of SUPERVALU INC., having a market value of $29.40 per share on the effective date of the merger.

4. Deferrable restricted stock units with dividend equivalents paid in cash granted under the Albertson's, Inc. 2004 Equity and Performance Incentive Plan or 1995 Amended and Restated Stock-Based Incentive Plan. Disposed of pursuant to merger agreement among issuer, issuer's predecessor, SUPERVALU INC., and related parties in exchange for 313,579 shares of common stock of SUPERVALU INC., having a market value of $29.40 per share on the effective date of the merger, and $35,062,358.10.

5. This option, which vested 20% per year for five years after 12/03/01 and became fully vested in the merger, was converted in the merger into an option to acquire 219,435 shares of SUPERVALU INC. common stock.

6. This option, which vested 20% per year for five years after 05/03/06 and became fully vested in the merger, was converted in the merger into an option to acquire 399,207 shares of SUPERVALU INC. common stock.

7. This option, which became fully vested in the merger, was converted in the merger into an option to acquire 566,264 shares of SUPERVALU INC. common stock.

8. This option, which vested 20% per year for five years after 12/05/03 and became fully vested in the merger, was converted in the merger into an option to acquire 652,299 shares of SUPERVALU INC. common stock.

9. This option, which vested 20% per year for five years after 12/16/04 and became fully vested in the merger, was converted in the merger into an option to acquire 652,299 shares of SUPERVALU INC. common stock.

	/S/ WARREN SIMPSON (Attorney-in-fact)	06/06/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.