SEC FORM 4

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

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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^*

Gannon Paul Timothy

(Last)

(First)

(Middle)

250 PARKCENTER BLVD

PO BOX 20

(Street)

BOISE

83726

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALBERTSONS INC /DE/ [ ABS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/04/2005		M		1,960	A	$0.00	1,960	D
Common Stock	05/04/2005		F		635	D	$20.16	1,325	D
Common Stock	05/04/2005		M		15,000	A	$0.00	16,325	D
Common Stock	05/04/2005		F		4,860	D	$20.16	11,465	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferrable Vested Stock Units⁽¹⁾	$0.00	05/04/2005		M			1,960	⁽²⁾	⁽²⁾	Common Stock	1,960	$0.00	7,844	D
Deferrable Vested Stock Units	$0.00	05/04/2005		M			15,000	⁽³⁾	⁽³⁾	Common Stock	15,000	$0.00	40,338	D

Explanation of Responses:

1. The reporting person elected to defer receipt of 12,669 shares of common stock issuable upon vesting of his deferrable stock units to January 4, 2007, resulting in the accrual to his account of 12,669 deferred vested stock units.

2. Deferrable restricted stock units with dividend equivalents paid in cash quarterly granted under the Albertson's, Inc. 1995 Amended and Restated Stock-Based Incentive Plan. The units vest annually in 20% increments after being held for 1 year provided that the participant has been continuously employed by the Company from 5/04/04 through the applicable vesting date. Stock is distributed at each vesting date unless otherwise deferred.

3. Deferrable restricted stock units with dividend equivalents paid in cash quarterly granted under the Albertson's, Inc. 1995 Amended and Restated Stock-Based Incentive Plan. The units will vest annually in 50% increments after being held for 1 year provided that the participant has been continuously employed by the Company from 5/04/04 through the applicable vesting date. Stock is distributed on each vesting date unless otherwise deferred.

Remarks:

	John R. Sims (Attorney In Fact)	05/05/2005
	** 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).
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