8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                  JUNE 12, 2002




                                  SAFEWAY INC.
             (Exact name of registrant as specified in its charter)

Delaware                              1-00041        94-3019135
(State or other jurisdiction of   (Commission File   (IRS Employer
Incorporation)                        Number)       Identification No.)


5918 STONERIDGE MALL ROAD
PLEASANTON, CALIFORNIA                                94588-3229
(Address of principal executive                       (Zip Code)
offices)


       Registrant's telephone number, including area code: (925) 467-3000



                               N/A
               ------------------------------------------------
         (Former name or former address, if changed since last report.)

Item 5.           Other Events

         On June 12, 2002, Safeway Inc. ("Safeway" or the "Company") issued a
press release and held a webcast Second Quarter Guidance Conference Call. The
press release is attached to this Form 8-K as Exhibit 99 and incorporated
herein by reference.

         During the Conference Call, Steve Burd, Safeway's Chairman, President
and CEO, stated that the Company's same store sales estimate for the second
quarter of 2002 is in the range of negative 1.1%. In addition, he provided
earnings guidance for the third quarter of 2002 of $0.60 to $0.62 per share and
for the fourth quarter of 2002 of $0.86 to $0.88 per share.

         This Report on Form 8-K contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Such statements relate to, among other
things, same store sales, earnings estimates, capital expenditures, operating
improvements, cost reductions, gross margin improvements, cash flow, shrink
reduction efforts, centralization of operations, one-time charges, debt
reductions, share repurchases and are indicated by words or phrases such as
"comfortable," "continuing," "on-going," "expects," "plans," and similar words
or phases. These statements are based on Safeway's current plans and
expectations and involve risks and uncertainties which are, in many instances,
beyond our control, including general business and economic conditions,
competitive factors, results of our programs to reduce costs, increase sales
and improve capital management, achieve operating improvements in companies
that we acquire, labor costs, unanticipated events or changes in future
operating results, financial condition or business over time, or unfavorable
legislative, regulatory or judicial developments, that could cause actual
events and results to vary significantly from those included in or
contemplated by such statements. The Company undertakes no obligation to
update forward-looking statements to reflect developments or information
obtained after the date hereof and disclaims any obligation to do so. Please
refer to Safeway's other reports and filings with the Securities and Exchange
Commission for a further discussion of these risks and uncertainties.

Item 7.           Financial Statements and Exhibits


Exhibit
Number            Description
- ------            -----------


99                Press Release dated June 12, 2002



                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       SAFEWAY INC.


Date:    June 12, 2002                 By:  /s/ Robert A. Gordon
                                            Name: Robert A. Gordon
                                            Title:Senior Vice President and
                                                  General Counsel

EX-99

                                                                      EXHIBIT 99

[Safeway Inc. Logo] Safeway, Inc.

FOR IMMEDIATE RELEASE

                                             Contacts: Julie Hong (925) 467-3832
                                                Melissa Plaisance (925) 467-3136

            SAFEWAY INC. PROVIDES GUIDANCE FOR SECOND QUARTER 2002

Pleasanton, CA -- June 12, 2002 -- Safeway Inc. expects to report diluted
earnings per share of approximately $0.71-$0.73 for the second quarter ending
June 15, 2002, before one-time charges. This is 5 - 8% below the existing First
Call consensus estimate of $0.77 per share for the second quarter of 2002. In
addition, the Company is revising its full year 2002 guidance to $2.86 - $2.90
per share before one-time charges, which is 8 - 9% below the current First Call
consensus estimate of $3.15 for 2002.

The sales and income shortfall is a result of the continued softness in the
economy, an increase in competitive activity, an overly aggressive shrink effort
and disruptions associated with the centralization of buying and merchandising.

"While we are disappointed with our results, we firmly believe we can reverse
current trends," said Steve Burd, Chairman, President and CEO. "We have just
completed a mid-year business review and are very encouraged by the plans that
will be implemented in the remainder of this year. The Company plans to invest
75 - 100% of its gross margin improvements to drive sales, slow down its shrink
reduction efforts to allow more time for training store employees, and make
adjustments in its marketing centralization initiative to ensure a smooth
transition."

Safeway also plans to reduce its capital spending plans for 2002 by
approximately 10% to $1.9 billion from $2.1 billion. Based on the Company's new
profit and capital forecast, it expects to generate more than $500 million in
free cash flow this year, which it plans to use to buy back stock or pay down
debt, depending on market conditions and strategic alternatives.

The Company also expects to record one-time charges in the range of $60 million
to $70 million in the second quarter of 2002, for severance costs related to the
restructuring of a 29-store labor contract, for severance and transition costs
related to the centralization of marketing functions, and for costs associated
with 11 - 14 store closures.

A conference call will be broadcast live over the Internet today at 8:00AM
(11AM EST) and can be accessed at http://www.safeway.com/investor_relations.
Click on WEBCAST EVENTS to access the live call. An on-demand webcast of the
call will also be available for approximately one week following the call.

Safeway Inc. is a Fortune 50 Company and one of the largest food and drug
retailers in North America based on sales. The Company operates 1,782 stores in
the United States and western Canada, and had annual sales of $34.3 billion in
2001. The Company's stock is traded on the New York Stock Exchange under the
symbol SWY.


                                     ---



This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such statements relate to, among other things,
sales, earnings estimates, capital expenditures, operating improvements, cost
reductions, gross margin improvements, cash flow, shrink reduction efforts,
centralization of operations, one-time charges, debt reductions, share
repurchases and are indicated by words or phrases such as "comfortable,"
"continuing," "on-going," "expects," "plans," and similar words or phases.
These statements are based on Safeway's current plans and expectations and
involve risks and uncertainties which are, in many instances, beyond our
control, including general business and economic conditions, competitive
factors, results of our programs to reduce costs, increase sales and improve
capital management, achieve operating improvements in companies that we
acquire, labor costs, unanticipated events or changes in future operating
results, financial condition or business over time, or unfavorable legislative,
regulatory or judicial developments, that could cause actual events and results
to vary significantly from those included in or contemplated by such
statements. The Company undertakes no obligation to update forward-looking
statements to reflect developments or information obtained after the date
hereof and disclaims any obligation to do so. Please refer to Safeway's
reports and filings with the Securities and Exchange Commission for a
further discussion of these risks and uncertainties.