10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 3, 2004

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 1-41

SAFEWAY INC.

(Exact name of Registrant as specified in its charter)

Delaware	94-3019135
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5918 Stoneridge Mall Road Pleasanton, California	94588
(Address of principal executive offices)	(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

		Title of each class	Name of each exchange on which registered
		Common Stock, $0.01 par value per share	New York Stock Exchange
9.30	%	Senior Secured Debentures due 2007	New York Stock Exchange
9.875	%	Senior Subordinated Debentures due 2007	New York Stock Exchange
6.85	%	Senior Notes due 2004	New York Stock Exchange
7.00	%	Senior Notes due 2007	New York Stock Exchange
7.45	%	Senior Debentures due 2027	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

NONE

(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K  ¨.

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x    No  ¨.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked for price of such common equity, as of the last business day of the Registrant’s most recently completed second fiscal quarter. Aggregate market value of the voting stock held by non-affiliates of Registrant as of June 14, 2003 was approximately $8.4 billion.

As of March 12, 2004, there were issued and outstanding 444.8 million shares of the Registrant’s common stock.

SAFEWAY INC. AND SUBSIDIARIES

EXPLANATORY NOTE

On March 18, 2004, Safeway Inc. (the “Company”) filed the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004. Exhibit 23.1 to the Annual Report on Form 10-K misstated the date of the independent auditors’ report. This amendment is being filed with the corrected Exhibit 23.1.

Except as expressly stated herein, this Form 10-K/A continues to speak as of the date of the original filing of the Annual Report, and we have not updated the disclosures contained therein to reflect any events that occurred at a later date. The filing of this Form 10-K/A shall not be deemed an admission that the original filing, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) The following documents are filed as a part of this report:

Exhibit 23.1	Independent Auditors’ Consent.
Exhibit 31	Rule 13(a)-14(a)/15d-14(a) Certifications.
Exhibit 32	Section 1350 Certifications.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SAFEWAY INC.
By:	/s/    David F. Bond	Date: March 25, 2004
	David F. Bond
	Senior Vice President, Finance and Control
	(Principal Financial and Accounting Officer)

SAFEWAY INC. AND SUBSIDIARIES

LIST OF EXHIBITS FILED WITH FORM 10-K/A

FOR THE PERIOD ENDED January 3, 2004

Exhibit 23.1	Independent Auditors’ Consent.
Exhibit 31	Rule 13(a)-14(a)/15d-14(a) Certifications.
Exhibit 32	Section 1350 Certifications.

EX-23.1

EXHIBIT 23.1

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference of our report dated March 17, 2004 (which report expresses an unqualified opinion and includes an emphasis paragraph relating to the adoption of a new accounting principle), incorporated by reference in this Annual Report on Form 10-K/A of Safeway Inc. and subsidiaries for the fiscal year ended January 3, 2004, in the following Registration Statements of Safeway Inc. and subsidiaries:

• No. 33-36753 on Form S-8 regarding the Safeway Inc. Outside Director Equity Purchase Plan,

• No. 33-37207 on Form S-8 regarding the Profit Sharing Plan of Safeway Inc. and its United States Subsidiaries,

• No. 33-42232 on Forms S-3 and S-8 regarding the Amended and Restated Stock Option and Incentive Plan for Key Employees of Safeway Inc.,

• No. 33-48884 on Form S-8 regarding the Amended and Restated Stock Option and Incentive Plan for Key Employees of Safeway Inc.,

• No. 33-51119 on Form S-8 regarding the Stock Option Plan for Consultants of Safeway Inc.,

• No. 33-54581 on Form S-8 regarding the Employee Stock Purchase Plan of Safeway Inc.,

• No. 33-63803 on Form S-8 regarding the 1994 Amended and Restated Stock Option and Incentive Plan for Key Employees of Safeway Inc.,

• No. 333-13677 on Form S-8 regarding the 1987 Plan for Consultants of Safeway Stores, Inc.,

• No. 333-22837 on Form S-8 regarding The Vons Companies, Inc. Management Stock Option Plan, The Vons Companies, Inc. 1990 Stock Option and Restricted Stock Plan and Safeway Inc. Stock Option Plan for former Directors of the Vons Companies, Inc.,

• No. 333-67575 on Form S-8 regarding the 1996 Equity Participation Plan of Dominick’s Supermarkets, Inc. and the 1995 Amended and Restricted Stock Option Plan of Dominick’s Supermarkets, Inc.,

• No. 333-84749 on Form S-8 regarding Randall’s Food Markets, Inc. Stock Option and Restricted Stock Plan and Amended and Restated 1997 Stock Purchase and Option Plan for Key Employees for Randall’s Food Markets, Inc. and Subsidiaries,

• No. 333-87289 on Form S-8 regarding the 1999 Amended and Restated Equity Participation Plan,

• No. 333-112976 on Form S-8 regarding the 1999 Amended and Restated Equity Participation Plan,

• No. 333-91975 on Form S-8 regarding Dominick’s Finer Foods, Inc. 401(k) Retirement Plan for Union Employees, as Amended,

• No. 333-30820 on Form S-8 regarding the Safeway Executive Deferred Compensation Plan and Canada Safeway Limited Executive Deferred Compensation Plan,

• No. 333-45920 on Form S-8 regarding the Safeway 401(k) Plan and Trust,

• No. 333-64354 on Form S-8 regarding the 2001 Restatement of the Vons Companies, Inc. Pharmacists’ 401(k) Plan and Trust,

• No. 333-85132 on Form S-8 regarding the 2002 Restatement of the Safeway 401(k) Savings Plan and Trust,

• No. 333-96685 on Form S-3 regarding Debt and Equity Securities, and

• No. 333-98103 on Form S-8 regarding the 2002 Equity Incentive Plan of Safeway Inc.

/s/    Deloitte & Touche LLP

San Francisco, California

March 17, 2004

EX-31

EXHIBIT 31

Certifications

I, Steven A. Burd, Chairman, President and Chief Executive Officer of Safeway Inc., certify that:

1. I have reviewed this annual report as amended on Form 10-K/A of Safeway Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 25, 2004	/s/    Steven A. Burd
	Steven A. Burd Chairman, President and Chief Executive Officer

EXHIBIT 31

Certifications

I, David F. Bond, Senior Vice President of Finance and Control (Principal Financial Officer) of Safeway Inc., certify that:

1. I have reviewed this annual report as amended on Form 10-K/A of Safeway Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 25, 2004	/s/    David F. Bond
	David F. Bond Senior Vice President – Finance & Control (Principal Financial Officer)

EX-32

EXHIBIT 32

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Safeway Inc. (the “Company”) hereby certifies that:

(i) the Annual Report as amended on Form 10-K/A of the Company for the fiscal year ended January 3, 2004 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 25, 2004	/s/    Steven A. Burd
	Steven A. Burd Chief Executive Officer

Certification of Principal Financial Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Safeway Inc. (the “Company”) hereby certifies that:

(i) the Annual Report as amended on Form 10-K/A of the Company for the fiscal year ended January 3, 2004 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 25, 2004	/s/    David F. Bond
	David F. Bond Senior Vice President, Finance & Control (Principal Financial Officer)

The foregoing certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

A signed original of this written statement required by Section 906 has been provided to Safeway Inc. and will be retained by Safeway Inc. and furnished to the Securities and Exchange Commission or its staff upon request.