Exhibit 99.2


  STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
   OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS


I, Felicia D. Thornton, state and attest that:

1) To the  best  of my  knowledge,  based  upon a  review of the covered reports
of  Albertson's,  Inc., and, except as corrected or supplemented in a subsequent
covered report:

     o    no covered report contained an untrue  statement of a material fact as
          of the end of the  period covered by such  report (or in the case of a
          report on Form 8-K or  definitive proxy materials,  as of the  date on
          which it was filed); and

     o    no covered  report omitted to state a material fact necessary to  make
          the statements  in the  covered report,  in light of the circumstances
          under which they were made, not misleading as of the end of the period
          covered by such report (or in the case  of a  report  on  Form  8-K or
          definitive  proxy materials, as of the date on which it was filed).

2) I have  reviewed  the  contents of this  statement  with  the Company's audit
committee.

3) In this statement under oath,  each of the  following,  if filed on or before
the date of this statement, is a "covered report":

     o    Annual  Report of Albertson's, Inc.  on Form 10-K for the fiscal  year
          ended January 31, 2002, filed  with  the Commission on April 18, 2002;

     o    all  reports on Form 10-Q, all  reports on Form 8-K and all definitive
          proxy  materials  of  Albertson's,  Inc.  filed  with  the  Commission
          subsequent  to the  filing of the Form 10-K identified above; and

     o    any amendments to any of the foregoing.



/s/ Felicia D. Thornton                        Subscribed and sworn to before me
_______________________                        this 4th day of September 2002.
Felicia D. Thornton
September 4, 2002


                                               /s/ Lesa Bricker-Reich
                                               ______________________
                                               Lesa Bricker-Reich
                                               Notary Public

                                               My Commission Expires: 7/17/2005
                                                                      _________