SAFEWAY INC, S-3/A, 1998-07-22

SAFEWAY INC
S-3/A, 1998-07-22
GROCERY STORES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1998

REGISTRATION NO. 333-58597
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

PRE-EFFECTIVE AMENDMENT NO. 2 TO

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

SAFEWAY INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
DELAWARE 94-3019135
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>

5918 STONERIDGE MALL ROAD
PLEASANTON, CALIFORNIA 94588
(925) 467-3000
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

MICHAEL C. ROSS
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
SAFEWAY INC.
5918 STONERIDGE MALL ROAD
PLEASANTON, CALIFORNIA 94588
(925) 467-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

COPIES TO:

<TABLE>
<S> <C>
TRACY K. EDMONSON PAUL C. PRINGLE
TAITT SATO BROWN & WOOD LLP
LATHAM & WATKINS 555 CALIFORNIA STREET
505 MONTGOMERY STREET, SUITE 1900 SAN FRANCISCO, CA 94104
SAN FRANCISCO, CALIFORNIA 94111-2562 (415) 772-1200
(415) 391-0600
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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- --------------------------------------------------------------------------------
<PAGE> 2

EXPLANATORY NOTE

This Registration Statement contains two separate prospectuses, one to be
used in connection with an offering of Common Stock in the United States and
Canada (the "U.S. Prospectus") and one to be used in a concurrent offering of
Common Stock outside the United States and Canada (the "International
Prospectus"). The U.S. Prospectus and the International Prospectus will be
identical in all respects except for the front cover page.

The form of the U.S. Prospectus is included herein and the form of the
front cover page of the International Prospectus follows the back cover page of
the U.S. Prospectus.
<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PROSPECTUS (Subject to Completion)

Issued July 22, 1998

25,000,000 Shares

Safeway Inc.

COMMON STOCK
LOGO

------------------------

Of the 25,000,000 Shares of Common Stock offered, 20,000,000 Shares are being
offered initially in the United States and Canada by the U.S. Underwriters and
5,000,000 Shares are being offered initially outside the United States and
Canada by the International Underwriters. See "Underwriters." All of the Shares
of Common Stock offered are being sold by the Selling Stockholders as described
herein under "Principal and Selling Stockholders" and include 21,701,424
presently outstanding Shares and 3,298,576 Shares to be issued concurrently with
the consummation of these offerings upon the exercise of outstanding warrants.
None of the proceeds from the sale of the Shares will be received by the Company
other than $1,649,288 (assuming no exercise of the U.S. Underwriters'
over-allotment option) representing the exercise price of the warrants. The
Company's Common Stock is listed on the New York Stock Exchange under the symbol
"SWY." On July 20, 1998, the reported last sale price of the Common Stock on the
New York Stock Exchange Composite Tape was $44 3/16.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------

PRICE $ A SHARE
------------------------

<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS(1) STOCKHOLDERS(2)
-------- -------------- -------------------
<S> <C> <C> <C>
Per Share........................ $ $ $
Total(3)......................... $ $ $
</TABLE>

- ------------
(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933. See "Underwriters."

(2) Includes $1,649,288 to be paid to the Company representing the exercise
price of warrants for 3,298,576 Shares at $0.50 per share. Expenses of
the offerings, estimated at $ , will be paid by the Company.

(3) The Selling Stockholders have granted the U.S. Underwriters an option,
exercisable within 30 days of the date hereof, to purchase up to an
aggregate of 3,750,000 additional Shares at the price to public, less
underwriting discounts and commissions, for the purpose of covering
over-allotments, if any. If the U.S. Underwriters exercise such option
in full, the total price to public, underwriting discounts and
commissions and proceeds to Selling Stockholders will be $ ,
$ and $ , respectively, and the total amount to be paid to
the Company representing the exercise price of warrants will be
$ . See "Underwriters."
------------------------

The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriters named herein, and subject to approval of certain legal matters
by Brown & Wood LLP, counsel for the Underwriters. It is expected that the
delivery of the Shares will be made on or about July , 1998, at the office of
Morgan Stanley & Co. Incorporated, New York, N.Y., against payment therefor in
immediately available funds.
------------------------

MORGAN STANLEY DEAN WITTER
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.

DONALDSON, LUFKIN & JENRETTE

ING BARING FURMAN SELZ LLC
LEHMAN BROTHERS
J.P. MORGAN & CO.
SALOMON SMITH BARNEY
WARBURG DILLON READ LLC

July , 1998
<PAGE> 4

MAP

CERTAIN PERSONS PARTICIPATING IN THE OFFERINGS MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THE OFFERINGS
AND MAY BID FOR, AND PURCHASE SHARES OF THE COMMON STOCK IN THE OPEN MARKET. FOR
A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITERS."
2
<PAGE> 5

NO PERSON IS AUTHORIZED IN CONNECTION WITH THE OFFERINGS MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED
BY REFERENCE IN THIS PROSPECTUS, AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, ANY OF THE SELLING STOCKHOLDERS OR BY ANY
UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY BY
ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS AT ANY TIME
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 3
Summary............................... 4
Price Range of Common Stock........... 7
Dividend Policy....................... 7
Capitalization........................ 8
Selected Financial Data............... 9
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 10
</TABLE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Business.............................. 15
Principal and Selling Stockholders.... 20
Description of Capital Stock.......... 23
Certain United States Tax Consequences
to Non-United States Holders........ 24
Underwriters.......................... 27
Legal Matters......................... 29
Experts............................... 30
Information Incorporated by
Reference........................... 30
</TABLE>

------------------------

AVAILABLE INFORMATION

Safeway Inc. ("Safeway" or the "Company") has filed with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the securities offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement, part of which
has been omitted in accordance with the rules and regulations of the Commission.
For further information about the Company and the securities offered hereby,
reference is made to the Registration Statement, including the exhibits filed as
a part thereof and otherwise incorporated therein. Statements made in this
Prospectus as to the contents of any agreement or other document referred to
herein are qualified by reference to the copy of such agreement or other
document filed as an exhibit to the Registration Statement or such other
document, each such statement being qualified in its entirety by such reference.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files periodic reports, proxy statements and other information with
the Commission. The Registration Statement, including the exhibits thereto, as
well as such reports and other information filed by the Company with the
Commission, can be inspected, without charge, and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington D.C., 20549; 7 World Trade Center, Suite 1300, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The
Commission also maintains a site on the World Wide Web at http://www.sec.gov.,
which contains reports, proxy statements and other information regarding
registrants that file electronically with the Commission and certain of the
Company's filings are available at such web site. Copies of such materials can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Reports and other
information concerning the Company can also be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.

3
<PAGE> 6

SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements of the Company, the notes thereto and the
other financial data contained elsewhere in this Prospectus or incorporated by
reference herein. Unless otherwise indicated, the information in this Prospectus
(i) assumes that the U.S. Underwriters' over-allotment option will not be
exercised and (ii) has been adjusted to give effect to a stock distribution
whereby each holder of the Company's Common Stock received on February 25, 1998
one additional share of Common Stock for each share owned as of February 10,
1998. This Prospectus, and the documents incorporated herein, contain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Such statements relate to, among other
things, capital expenditures, cost reduction, cash flow and operating
improvements and are indicated by words or phrases such as "anticipate,"
"estimate," "plans," "projects," "management believes," "the Company believes,"
"the Company intends" and similar words or phrases. The following factors are
among the principal factors that could cause actual results to differ materially
from the forward-looking statements: general business and economic conditions in
the Company's operating regions, including the rate of inflation, population,
employment and job growth in the Company's markets; pricing pressures and other
competitive factors, which could include pricing strategies, store openings and
remodels; results of the Company's efforts to reduce costs; the ability to
integrate The Vons Companies, Inc. ("Vons") and achieve operating improvements
at Vons; increases in labor costs and deterioration in relations with the union
bargaining units representing the Company's employees; issues arising from
addressing year 2000 information technology issues; opportunities or
acquisitions that the Company may pursue; and the availability and terms of
financing. Consequently, actual events and results may vary significantly from
those included in or contemplated or implied by such statements.

THE COMPANY

Safeway is the second largest food and drug chain in North America (based
on sales), with 1,370 stores (including 315 Vons stores) at March 28, 1998. The
Company's U.S. retail operations are located principally in northern California,
southern California, Oregon, Washington, Colorado, Arizona, the Mid-Atlantic
region and western Canada. The Company's Canadian retail operations are located
primarily in British Columbia, Alberta and Manitoba/Saskatchewan. For each of
its ten retail operating areas, the Company believes that it holds the number
one or number two market share position for the total area served. In support of
its retail operations, the Company has an extensive network of distribution,
manufacturing and food processing facilities.

On April 8, 1997, the Company completed the merger with Vons pursuant to
which the Company issued 83.2 million shares of the Company's Common Stock for
all of the shares of Vons common stock that it did not already own (the
"Merger"). The Company also holds a 49% interest in Casa Ley, S.A. de C.V.
("Casa Ley"), which, as of March 28, 1998, operated 74 food and general
merchandise stores in western Mexico.

Sales and net income for 1997 were $22.5 billion and $557.4 million,
respectively. Operating cash flow (FIFO earnings before interest, taxes,
depreciation, amortization, equity in earnings from unconsolidated affiliates
and extraordinary losses) increased from $777.0 million in 1993 to $1.7 billion
in 1997. In addition, diluted income per share (before extraordinary items)
increased from $0.25 in 1993 to $1.25 in 1997. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Results of
Operations."

OPERATING STRATEGY

During the past five years, Safeway's management team has demonstrated
proficiency at turning around underperforming assets. Central to its success is
a simple but powerful formula that focuses on three key priorities: (1) control
costs, (2) increase sales and (3) improve capital management. Management's focus
on these three priorities has produced significant progress in the following key
measures of financial performance:
- Identical-store sales growth
- Expense ratio reduction
- Working capital management
- Operating cash flow margin
- Earnings per share growth

4
<PAGE> 7

Safeway continues to be focused on these same three priorities, but there
can be no assurance as to the future results the Company will be able to
achieve.

Control Costs

Safeway has focused on controlling and reducing elements of its cost of
sales through better buying practices, lower advertising expenses, distribution
efficiencies, manufacturing plant closures and consolidations, improved category
management and increased private label mix. The Company's gross profit margin
has improved 143 basis points from 27.10% in 1993 to 28.53% in 1997. Safeway's
efforts to control or reduce operating and administrative expenses have included
overhead reduction in its administrative support functions, negotiation of
competitive labor agreements, store level work simplification, consolidation of
the Company's information technology operations, elimination of certain
corporate perquisites and the general encouragement of a "culture of thrift"
among employees. Safeway's operating and administrative expense as a percentage
of sales has declined 136 basis points from 24.20% in 1993 to 22.84% in 1997.
Vons historically had a higher operating and administrative expense to sales
ratio, and the Merger increased goodwill amortization, which caused this ratio
to increase from 22.48% in 1996. Safeway has begun to implement certain programs
that have been successful at Safeway which are generating operating improvements
and cost savings for Vons. On a pro forma basis, operating and administrative
expenses as a percentage of sales declined 35 basis points to 22.95% in 1997
from 23.30% in 1996. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Results of Operations."

Increase Sales

Safeway has increased sales by achieving and maintaining competitive
pricing, improving store standards, enhancing customer service and offering high
quality products. Safeway's efforts to upgrade store standards have focused on
improving store appearance, in-stock condition, employee friendliness and speed
of checkout. Despite labor disputes in certain of the Company's operating areas
and, during 1997, the absence of food price inflation in many of Safeway's
operating areas, comparable-store sales rose 2.2% for the year and
identical-store sales rose 1.3% for the year and 6.4% over a two-year period.
Safeway has over 850 premium corporate brand products under the "Safeway SELECT"
banner and recently added "Great Meal Combos," a line of prepared entrees and
side dishes, to its deli offerings. Since the Merger, Safeway has been applying
certain sales strategies that have been employed successfully by each of Safeway
and Vons. For example, Safeway has introduced the Safeway Club Card in many of
its operating areas (a customer loyalty program designed to reward frequent
shoppers), which was inspired by a similar program at Vons.

Improve Capital Management

Safeway's capital management has improved in two key areas: capital
expenditures and working capital. In the capital expenditure area, Safeway has
expanded its use of standardized layouts and centralized purchasing agreements
for building materials, fixtures and equipment for its new stores and remodels.
As a result, Safeway's new store prototype is less expensive to build and more
efficient to operate than the stores Safeway and Vons previously built and
operated. These lower project costs, coupled with Safeway's improved operations,
have allowed Safeway to improve its returns on capital investment. Safeway has
increased its capital expenditures to $829 million in 1997 from $620 million in
1996 and $503 million in 1995. Combined capital expenditures for Safeway and
Vons in fiscal 1998 are expected to increase to approximately $950 million and
will be used primarily to open 40 to 45 new stores, complete more than 200
remodels and finish construction of a distribution center in Maryland. Working
capital invested in the business has declined substantially since year-end 1993
primarily through lower warehouse inventory levels and improved payables
management.

STOCK REPURCHASE

In connection with the Merger, the Company repurchased 64.0 million shares
of the Company's Common Stock from a partnership affiliated with Kohlberg Kravis
Roberts & Co. ("KKR") at $21.50 per share, for an aggregate purchase price of
$1.376 billion (the "Repurchase"). See "Principal and Selling Stockholders."
This reduction of 64.0 million shares partially offset the increase of 83.2
million shares issued pursuant to the Merger. To finance the Repurchase, the
Company borrowed funds under a new $3.0 billion bank credit agreement (the "Bank
Credit
5
<PAGE> 8

Agreement") and has since refinanced these borrowings with proceeds from the
sale of commercial paper. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Merger with Vons."

RECENT DEVELOPMENTS

SECOND QUARTER 1998 EARNINGS

On July 9, 1998, Safeway reported net income of $193.2 million ($0.38 per
share) for the second quarter ended June 20, 1998, compared to $129.9 million
($0.26 per share) for the second quarter of 1997. Net income for the second
quarter of 1997 included an extraordinary loss of $4.2 million ($0.01 per share)
for the early retirement of debt. In addition, Safeway was engaged in a 75-day
labor dispute affecting 74 stores in the Alberta retail operating area which
reduced second quarter 1997 net income by approximately $0.04 per share.

Second quarter sales increased 6.4% to $5.6 billion in 1998 from $5.2
billion in 1997, primarily because of strong store operations and the effect of
the 1997 strike in Alberta. Identical-store sales increased 7.4%, while
comparable-store sales increased 8.0%. The combined impact of the Alberta strike
and the timing of the Easter holiday increased store sale comparisons by
approximately 3.4 percentage points.

Gross profit increased 37 basis points to 29.05% of sales in the second
quarter of 1998 from 28.68% in the second quarter of 1997 due primarily to
continuing improvements in buying practices and product mix. This improvement
was partially offset by promotional spending, including the introduction of the
Safeway Club Card in a number of its operating areas. LIFO expense was $2.3
million in the second quarter of 1998. Operating and administrative expense
declined 77 basis points to 22.23% of sales in the second quarter of 1998
compared to 23.00% in 1997, reflecting increased sales and ongoing efforts to
reduce or control expenses.

Interest expense declined to $51.5 million in the second quarter of 1998
from $62.7 million for the second quarter of 1997, due primarily to the debt
refinancing in the third quarter of 1997. The combination of lower interest
expense and strong operating results pushed the interest coverage ratio
(operating cash flow divided by interest expense) to an all-time high of 9.74
times. Operating cash flow as a percentage of sales also reached an all-time
high of 8.98% for the quarter and 8.14% for the last four quarters.

Equity in earnings of Casa Ley increased to $4.6 million for the quarter
from $4.3 million in 1997.

Safeway and Vons merged at the beginning of the second quarter of 1997.
Consequently, Safeway's income statement for the first 24 weeks of 1998 includes
Vons' operating results for the entire period, while the income statement for
the first 24 weeks of 1997 includes Vons' operating results for the second
quarter plus the effect of Safeway's 34.4% equity interest in Vons in the first
quarter. The following discussion compares results for the first 24 weeks of
1998 with pro forma results for the same period in 1997, as if Safeway and Vons
had merged at the beginning of 1997. For the first 24 weeks of 1998, sales were
$11.0 billion compared to pro forma sales of $10.6 billion in the first 24 weeks
of 1997. The gross profit margin improved 39 basis points to 29.04% in 1998 from
a pro forma gross margin of 28.65% in 1997. Operating and administrative expense
improved 52 basis points to 22.55% of sales in 1998 from pro forma expense of
23.07% in 1997.

During the first two quarters of 1998, Safeway invested $333.5 million in
capital expenditures while opening 13 new stores and closing three stores.

Unless the context otherwise requires or as otherwise expressly stated,
references herein to "Safeway" or the "Company" include Safeway Inc. and its
subsidiaries. The principal executive offices of the Company are located at 5918
Stoneridge Mall Road, Pleasanton, California 94588, and the telephone number is
(925) 467-3000.

6
<PAGE> 9

PRICE RANGE OF COMMON STOCK

The Company's Common Stock has been listed on the New York Stock Exchange
under the symbol "SWY" since its initial public offering in May 1990.

The following table sets forth the high and low sales prices for the
Company's Common Stock for the fiscal quarters indicated as reported by the New
York Stock Exchange Composite Tape. Prices have been adjusted to give effect to
two-for-one stock splits effected on January 30, 1996 and February 25, 1998.

<TABLE>
<CAPTION>
HIGH LOW
------ -----
<S> <C> <C>
1995
First quarter............................................. $ 9 $ 7 21/32
Second quarter............................................ 9 5/8 7 25/32
Third quarter............................................. 10 5/32 8 31/32
Fourth quarter............................................ 12 7/8 9 31/32
1996
First quarter............................................. $15 1/16 $11 7/32
Second quarter............................................ 17 13/16 13 3/16
Third quarter............................................. 19 1/8 15 7/8
Fourth quarter............................................ 22 11/16 18 5/8
1997
First quarter............................................. $26 $20 9/16
Second quarter............................................ 24 13/16 21 1/8
Third quarter............................................. 27 3/4 23 1/16
Fourth quarter............................................ 31 23/32 25 11/32
1998
First quarter............................................. $37 1/4 $30 1/2
Second quarter............................................ 40 7/16 34
Third quarter (through July 20, 1998)..................... 46 5/8 39 3/4
</TABLE>

The reported last sale price of the Common Stock on the New York Stock
Exchange Composite Tape on July 20, 1998 was 44 3/16.

DIVIDEND POLICY

Safeway has not declared or paid any cash dividends on its Common Stock
since it was acquired by a corporation formed by KKR in 1986, and does not
currently intend to declare or pay any cash dividends. Any determination to pay
dividends in the future will be at the discretion of the Company's Board of
Directors and will be dependent upon Safeway's results of operations, financial
condition, capital expenditures, working capital requirements, any contractual
restrictions and other factors deemed relevant by the Board of Directors. See
"Description of Capital Stock -- Dividends."

7
<PAGE> 10

CAPITALIZATION

The following table sets forth the short-term debt and the capitalization
of Safeway at March 28, 1998 (in millions). None of the proceeds from the sale
of the shares of Common Stock offered hereby will be received by the Company
other than an aggregate of $1,649,288 representing the exercise price of certain
outstanding warrants.

<TABLE>
<CAPTION>
MARCH 28,
1998
---------
<S> <C>
Short-term borrowings(1).................................... $ 317.5
========

Long-term debt and capital lease obligations................ $3,098.0
Stockholders' equity:
Common Stock, par value $0.01 per share; 1,500 shares
authorized; 540.2 shares outstanding(2)(3)............. 5.4
Additional paid-in capital................................ 2,492.2
Retained earnings......................................... 1,479.8
Cumulative translation adjustments........................ 1.0
Less: Treasury stock at cost; 61.1 shares................. (1,314.2)
Unexercised warrants purchased: 18.2 shares(3)............ (322.7)
--------
Total stockholders' equity........................ 2,341.5
--------
Total capitalization.............................. $5,439.5
========
</TABLE>

- ---------------
(1) Consists of the current portion of long-term debt and capital lease
obligations.

(2) Excludes 39.9 million shares of Common Stock underlying stock options and
28.3 million shares of Common Stock issuable upon exercise of warrants (the
"SSI Warrants") held by SSI Equity Associates, L.P. ("SSI Equity
Associates"). In connection with the offerings, it is anticipated that SSI
Warrants to purchase 3,298,576 shares of Common Stock will be exercised for
an aggregate exercise price of $1,649,288 and SSI Warrants to purchase
5,990,831 shares of Common Stock will be canceled. See "Principal and
Selling Stockholders."

(3) SSI Equity Associates is a partnership whose sole assets consist of the SSI
Warrants. At March 28, 1998, 64.5% of the shares issuable upon exercise of
the SSI Warrants were attributable to limited partnership interests in SSI
Equity Associates owned by Safeway.

8
<PAGE> 11

SELECTED FINANCIAL DATA

SAFEWAY INC. AND SUBSIDIARIES
(DOLLARS IN MILLIONS, EXCEPT PER-SHARE AMOUNTS)

The financial data below are derived from the audited Consolidated
Financial Statements of the Company, except for the financial data for the
12-week periods ended March 28, 1998 and March 22, 1997, which are derived from
unaudited financial statements. The selected financial data should be read in
conjunction with the Company's Consolidated Financial Statements and
accompanying notes, which are incorporated by reference herein. In the opinion
of management, the results of operations for the 12 weeks ended March 28, 1998
and March 22, 1997 contain all adjustments that are of a normal and recurring
nature necessary to present fairly the financial position and results of
operations for such periods. The results for the 12 weeks ended March 28, 1998
are not necessarily indicative of the results expected for the full year.

<TABLE>
<CAPTION>
12 WEEKS ENDED
--------------------- 53 52 52 52 52
MARCH 28, MARCH 22, WEEKS WEEKS WEEKS WEEKS WEEKS
1998 1997(1) 1997(1) 1996 1995 1994 1993
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Sales......................................... $5,389.3 $4,077.8 $22,483.8 $17,269.0 $16,397.5 $15,626.6 $15,214.5
--------- -------- --------- --------- --------- --------- ---------
Gross profit.................................. 1,564.1 1,145.5 6,414.7 4,774.2 4,492.4 4,287.3 4,123.3
Operating and administrative expense.......... (1,232.9) (920.7) (5,135.0) (3,882.5) (3,765.0) (3,675.2) (3,681.8)
--------- -------- --------- --------- --------- --------- ---------
Operating profit.............................. 331.2 224.8 1,279.7 891.7 727.4 612.1 441.5
Interest expense.............................. (52.9) (38.7) (241.2) (178.5) (199.8) (221.7) (265.5)
Equity in earnings of unconsolidated
affiliates.................................. 5.8 17.2 34.9 50.0 26.9 27.3 33.5
Other income, net............................. 1.3 0.8 2.9 4.4 2.0 6.4 6.8
--------- -------- --------- --------- --------- --------- ---------
Income before income taxes and extraordinary
loss........................................ 285.4 204.1 1,076.3 767.6 556.5 424.1 216.3
Income taxes.................................. (120.6) (81.6) (454.8) (307.0) (228.2) (173.9) (93.0)
--------- -------- --------- --------- --------- --------- ---------
Income before extraordinary loss.............. 164.8 122.5 621.5 460.6 328.3 250.2 123.3
Extraordinary loss, net of tax benefit of
$41.1, $1.3 and $6.7........................ -- -- (64.1) -- (2.0) (10.5) --
--------- -------- --------- --------- --------- --------- ---------
Net income.................................... $ 164.8 $ 122.5 $ 557.4 $ 460.6 $ 326.3 $ 239.7 $ 123.3
========= ======== ========= ========= ========= ========= =========
Diluted earnings per share:
Income before extraordinary loss............ $ 0.33 $ 0.26 $ 1.25 $ 0.97 $ 0.68 $ 0.51 $ 0.25
Extraordinary loss.......................... -- -- (0.13) -- -- (0.02) --
--------- -------- --------- --------- --------- --------- ---------
Net income.................................. $ 0.33 $ 0.26 $ 1.12 $ 0.97 $ 0.68 $ 0.49 $ 0.25
========= ======== ========= ========= ========= ========= =========
FINANCIAL STATISTICS:
Identical-store sales(2)...................... 1.2% 3.6% 1.3% 5.1% 4.6% 4.4% 2.1%
Comparable-store sales........................ 1.8 4.4 2.2 6.1 5.5 5.0 3.5
Gross profit margin........................... 29.02 28.09 28.53 27.65 27.40 27.44 27.10
Operating and administrative expense as a
percent of sales............................ 22.88 22.58 22.84 22.48 22.96 23.52 24.20
Operating profit margin....................... 6.1 5.5 5.7 5.2 4.4 3.9 2.9
Operating cash flow(3)........................ $ 449.4 $ 308.6 $ 1,732.3 $ 1,239.5 $ 1,068.6 $ 947.6 $ 777.0
Operating cash flow margin.................... 8.34% 7.57% 7.70% 7.18% 6.52% 6.06% 5.11%
Capital expenditures(4)....................... $ 105.5 $ 70.0 $ 829.4 $ 620.3 $ 503.2 $ 352.2 $ 290.2
Depreciation and amortization................. 116.9 80.7 455.8 338.5 329.7 326.4 330.2
Total assets.................................. 8,537.2 5,468.3 8,493.9 5,545.2 5,194.3 5,022.1 5,074.7
Total debt.................................... 3,415.5 1,931.3 3,340.3 1,984.2 2,190.2 2,196.1 2,689.2
Stockholders' equity.......................... 2,341.5 1,322.8 2,149.0 1,186.8 795.5 643.8 382.9
Weighted average shares outstanding -- diluted
(in millions)............................... 506.7 477.7 497.7 475.7 481.2 494.2 493.8
OTHER STATISTICS:
Vons stores acquired during the period........ -- -- 316 -- -- -- --
Total stores at period-end.................... 1,370 1,053 1,368 1,052 1,059 1,062 1,078
Remodels completed during the period(5)....... N/A N/A 181 141 108 71 45
Total retail square footage at period-end (in
millions)................................... 53.3 40.7 53.2 40.7 40.1 39.5 39.4
</TABLE>

- ---------------
(1) Safeway completed the acquisition of Vons on April 8, 1997. The results of
operations of Vons are included in the Company's results of operations as of
the beginning of the second quarter of 1997.

(2) Reflects sales increases for stores (excluding replacement stores but
including Vons stores for the final 41 weeks of 1997 and 1998) operating the
entire measurement period in both the current and prior periods. The 1997
and 1996 annual identical-store sales exclude British Columbia stores, which
were closed during a labor dispute in 1996.

(3) Defined on page 12.

(4) Defined under "Business -- Capital Expenditure Program."

(5) Defined as store projects (other than maintenance) generally requiring
expenditures in excess of $200,000.

9
<PAGE> 12

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MERGER WITH VONS

On April 8, 1997, Safeway completed the Merger. Pursuant to the Merger,
Safeway issued 83.2 million shares of Safeway Common Stock for all of the Vons
stock that Safeway did not already own. The Merger was accounted for using the
purchase method and resulted in additional goodwill which is being amortized
over 40 years. Vons is now a wholly-owned subsidiary of Safeway, and as of the
beginning of the second quarter of 1997, Safeway's consolidated financial
statements include Vons' financial results.

In connection with the Merger, Safeway repurchased 64.0 million shares of
Common Stock from a partnership affiliated with KKR at $21.50 per share, for an
aggregate purchase price of $1.376 billion. To finance the Repurchase, Safeway
entered into the Bank Credit Agreement, which provides for, among other things,
increased borrowing capacity, extended maturities and the opportunity to pay
lower interest rates based on improved interest coverage ratios or public debt
ratings. During the third quarter of 1997, Safeway entered the commercial paper
market and used the proceeds to repay borrowings under the Bank Credit
Agreement. The Bank Credit Agreement is used primarily as a backup facility to
the commercial paper program. As a result of the Repurchase, Safeway increased
its debt and interest expense, but also reduced the number of shares of Common
Stock outstanding that otherwise would have been used to calculate earnings per
share. This reduction of 64.0 million shares partially offset the increase of
83.2 million shares issued pursuant to the Merger.

RESULTS OF OPERATIONS

TWELVE WEEKS ENDED MARCH 28, 1998 COMPARED TO 12 WEEKS ENDED MARCH 22, 1997

Safeway's net income was $164.8 million ($0.33 per share) for the first
quarter ended March 28, 1998, compared to $122.5 million ($0.26 per share) for
the first quarter of 1997. First-quarter sales increased 32% to $5.4 billion in
1998 from $4.1 billion in 1997 due primarily to the Merger in the second quarter
of 1997. Identical-store sales (which exclude replacement stores) increased 1.2%
while comparable-store sales increased 1.8%. These same-store sales comparisons
were adversely affected by the timing of the Easter holiday.

Gross profit represents the portion of sales revenue remaining after
deducting the costs of inventory sold during the period, including purchase and
distribution costs. Gross profit increased 39 basis points to 29.02% of sales in
the first quarter of 1998 from combined pro forma gross profit of 28.63% in
1997, primarily due to improvements in buying practices and product mix. Safeway
did not record LIFO expense in the first quarter of 1998 reflecting management's
expectation of little or no inflation for the full year. Operating and
administrative expense was 22.88% of sales in 1998, down 26 basis points from
combined pro forma operating and administrative expense of 23.14% in 1997,
reflecting increased sales and ongoing efforts to reduce or control expenses.
Pro forma information is based on the 1997 combined historical financial
statements of Safeway and Vons as if the Merger had occurred at the beginning of
the first quarter of 1997.

Interest expense for the first quarter was $52.9 million in 1998 compared
to $38.7 million last year. Interest expense increased because of debt incurred
to repurchase stock in conjunction with the Merger. Despite the large increase
in interest expense, the quarterly interest coverage ratio (operating cash flow
divided by interest expense) improved to an all-time high of 8.50 times in 1998.
Operating cash flow, as defined on page 12, also reached an all-time high of
8.34% of sales in the first quarter of 1998. This compares to 7.97% in the first
quarter of 1997.

Equity in earnings of Casa Ley, Safeway's unconsolidated affiliate, was
$5.8 million in 1998, up from $5.0 million in 1997. First-quarter 1997 equity in
earnings of unconsolidated affiliates also included $12.2 million for Safeway's
35% share of Vons' earnings. Safeway's and Vons' operating results were
consolidated beginning with Safeway's second quarter of 1997.

10
<PAGE> 13

1997 COMPARED TO 1996 AND 1995

Safeway's net income was $557.4 million ($1.12 per share) in 1997, $460.6
million ($0.97 per share) in 1996, and $326.3 million ($0.68 per share) in 1995.
In 1997 and 1995, income before extraordinary items related to debt refinancings
was $621.5 million ($1.25 per share) and $328.3 million ($0.68 per share),
respectively.

Safeway's 1997 income statement includes Vons' operating results since the
second quarter plus the effect of Safeway's 34.4% equity interest in Vons in the
first quarter, while the 1996 income statement reflects Safeway's equity
interest in Vons for the full year. In order to facilitate an understanding of
the Company's operations, this financial review presents certain pro forma
information based on the 1997 and 1996 combined historical financial statements
of the two companies as if the Merger had been effective as of the beginning of
each of the years discussed. See Note B to the Company's 1997 Consolidated
Financial Statements.

During the second quarter of 1997, Safeway was engaged in a 75-day labor
dispute affecting 74 stores in the Alberta, Canada operating area. The Company
estimates that the Alberta strike reduced 1997 net income by approximately $0.04
per share, and labor disputes in the British Columbia and Denver operating areas
reduced 1996 net income by an estimated $0.07 per share.

A nine-day strike during the second quarter of 1995 affected 208 stores in
northern California. The Company estimates that this dispute reduced 1995
earnings by approximately $0.01 per share.

Sales. Sales for the 53 weeks of 1997 were $22.5 billion compared to $17.3
billion for the 52 weeks of 1996. The increase was due primarily to the Merger
and the additional week in 1997. Identical-store sales (stores operating the
entire year in both 1997 and 1996, excluding replacement stores but including
Vons stores for 41 weeks in both years) increased 1.3% while comparable-store
sales, which includes replacement stores, increased 2.2%. The effects of the
second-quarter strike in Alberta weakened 1997 identical and comparable-store
sales comparisons. Lack of inflation also softened 1997 sales comparisons.
Excluded from identical and comparable-store sales comparisons are 86 stores in
British Columbia that were closed during a strike-lockout for a portion of the
second and third quarters of 1996.

Gross Profit. Gross profit was 28.53% of sales in 1997 compared to 27.65%
in 1996 and 27.40% in 1995. On a pro forma basis, gross profit increased to
28.63% of sales in 1997 from 28.20% in 1996, primarily due to improvements in
buying practices and product mix. In addition, the Company recorded LIFO income
of $6.1 million in 1997 compared to LIFO expense of $4.9 million in 1996
reflecting slight deflation in 1997.

Operating and Administrative Expense. Operating and administrative expense
was 22.84% of sales in 1997 compared to 22.48% in 1996 and 22.96% in 1995.
Safeway's operating and administrative expense-to-sales ratio has increased
compared to 1996 because Vons' operating and administrative expense ratio has
historically been higher than Safeway's (partially due to the high cost of real
estate and labor in southern California). In addition, goodwill amortization has
increased by approximately $30 million as a result of the Merger. On a pro forma
basis, operating and administrative expense declined 35 basis points to 22.95%
of sales in 1997, from 23.30% in 1996.

Interest Expense. Interest expense increased to $241.2 million in 1997 from
$178.5 million in 1996 because of the debt incurred during the second quarter of
1997 to repurchase stock in conjunction with the Merger.

During 1997, Safeway recorded an extraordinary loss of $64.1 million ($0.13
per share) for the repurchase of $588.5 million of Safeway's public debt, $285.5
million of Vons' public debt, and $40.0 million of medium-term notes. The
extraordinary loss represents the payment of premiums on retired debt and the
write-off of deferred finance costs, net of the related tax benefit. Safeway
financed this repurchase with a public offering of $600 million of senior debt
securities and the balance with commercial paper. The refinancing extended
Safeway's overall long-term debt maturities and increased its financial
flexibility.

In May 1997, Safeway entered into interest rate cap agreements which expire
in 1999 and entitle the Company to receive from counterparties the amounts, if
any, by which interest at LIBOR on an $850 million notional amount exceeds 7%.
The unamortized cost to purchase the cap agreements was $2.5 million at year-end
1997.

As of year-end 1997, the Company had effectively converted $135.1 million
of its floating rate debt to fixed interest rate debt through the use of
interest rate swap agreements. Interest rate swap and cap agreements increased

11
<PAGE> 14

interest expense by $3.3 million in 1997, $3.0 million in 1996 and $0.3 million
in 1995. The significant terms of swap and cap agreements outstanding at
year-end 1997 are described in Note E to the Company's 1997 Consolidated
Financial Statements which are incorporated herein by reference.

Equity in Earnings of Unconsolidated Affiliates. Safeway records its equity
in earnings of unconsolidated affiliates on a one-quarter delay basis.

Income from Safeway's equity investment in Casa Ley increased to $22.7
million in 1997 from $18.8 million in 1996 and $8.6 million in 1995. For much of
1995, Mexico suffered from high interest rates and inflation which adversely
affected Casa Ley. Since 1996, interest rates and inflation in Mexico moderated
and Casa Ley's financial results have gradually improved.

Equity in earnings of unconsolidated affiliates included Safeway's share of
Vons' earnings of $12.2 million in the first quarter of 1997, $31.2 million in
1996, and $18.3 million in 1995.

LIQUIDITY AND FINANCIAL RESOURCES

Net cash flow from operations declined in the first quarter of 1998
compared to the same quarter in 1997 because of changes in working capital. The
largest change was due to a decrease in accounts payable related to capital
expenditures.

Cash flow used by investing activities for the first 12 weeks of the year
was $105.2 million in 1998, compared to $55.3 million in 1997, which was
primarily the result of increased capital expenditures to open three new stores
and to continue construction of a new distribution center in Maryland.

Financing activities provided cash flow of $73.4 million in the first
quarter of 1998 which was used primarily to fund increased capital expenditures.
Financing activities used cash of $63.3 million in the first quarter of 1997.

Net cash flow from operations as presented on the Condensed Consolidated
Statements of Cash Flows is an important measure of cash generated by the
Company's operating activities. Operating cash flow, as defined below, is
similar to net cash flow from operations because it excludes certain noncash
items. However, operating cash flow also excludes interest expense and income
taxes. Management believes that operating cash flow is relevant because it
assists investors in evaluating Safeway's ability to service its debt by
providing a commonly used measure of cash available to pay interest, and it
facilitates comparisons of Safeway's results of operations with those companies
having different capital structures. However, other companies may define
operating cash flow differently, and as a result, such measures may not be
comparable to Safeway's operating cash flow. Safeway's computation of operating
cash flow is as follows:

<TABLE>
<CAPTION>
12 WEEKS ENDED
----------------------
MARCH 28, MARCH 22, 52 WEEKS 52 WEEKS 52 WEEKS
1998 1997 1997 1996 1995
--------- --------- --------- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Income before income taxes and
extraordinary loss.................... $ 285.4 $ 204.1 $ 1,076.3 $ 767.6 $ 556.5
LIFO expense(income).................... -- 2.3 (6.1) 4.9 9.5
Interest expense........................ 52.9 38.7 241.2 178.5 199.8
Depreciation and amortization........... 116.9 80.7 455.8 338.5 329.7
Equity in earnings of unconsolidated
affiliates............................ (5.8) (17.2) (34.9) (50.0) (26.9)
------- ------- --------- --------- ---------
Operating cash flow..................... $ 449.4 $ 308.6 $ 1,732.3 $ 1,239.5 $ 1,068.6
======= ======= ========= ========= =========
As a percent of sales................. 8.34% 7.57% 7.70% 7.18% 6.52%
As a multiple of interest expense..... 8.50x 7.97x 7.18x 6.94x 5.35x
</TABLE>

Based upon the current level of operations, Safeway believes that operating
cash flow and other sources of liquidity, including borrowings under Safeway's
commercial paper program and the Bank Credit Agreement, will be adequate to meet
anticipated requirements for working capital, capital expenditures, interest
payments and scheduled principal payments for the foreseeable future. There can
be no assurance, however, that the Company's

12
<PAGE> 15

business will continue to generate cash flow at or above current levels. The
Bank Credit Agreement is used primarily as a backup facility to the commercial
paper program.

WARRANTS

SSI Equity Associates, a related party, is a limited partnership whose sole
assets consist of warrants to purchase 28.3 million shares of Common Stock at
$0.50 per share. The SSI Warrants are exercisable through November 15, 2001.
During 1996 and 1995, the Company acquired 64.5% of the partnership interests in
SSI Equity Associates for $322.7 million, which was accounted for as a reduction
to stockholders' equity.

STOCK OFFERINGS

In December 1997 and January 1998, the Company completed the public
offering of an aggregate of 56.5 million shares of Common Stock owned by
affiliates of KKR, including 6.5 million shares issued upon the exercise of SSI
Warrants. In connection with the offering, SSI Warrants to purchase 11.9 million
shares attributable to the limited partnership interest owned by Safeway were
canceled. The Company received proceeds totaling $3.3 million for the exercise
of the warrants. Affiliates of KKR received the balance of proceeds from the
stock offering.

In February 1996, the Company completed the public offering of 45.9 million
shares of Common Stock owned by affiliates of KKR, including 4.4 million shares
issued upon the exercise of SSI Warrants, and 0.4 million shares issued upon the
exercise of employee stock options. Also in 1996, SSI Warrants to purchase 4.6
million shares attributable to the limited partnership interests owned by
Safeway were canceled. The Company received proceeds of $2.4 million for the
exercise price of the options and warrants. Affiliates of KKR and the option
holder received the balance of proceeds from the stock offering.

CAPITAL EXPENDITURE PROGRAM

A component of the Company's long-term strategy is its capital expenditure
program. During 1997, Safeway and Vons together invested $829.4 million in
capital expenditures to, among other things, open 37 new stores and begin work
on a new distribution center in Maryland. Combined capital expenditures for
Safeway and Vons in fiscal 1998 are expected to increase to approximately $950
million to open 40 to 45 new stores, complete more than 200 remodels and finish
construction of the Maryland distribution center.

YEAR 2000 COMPLIANCE

The year 2000 issue is the result of computer programs that were written
using two digits rather than four to define the applicable year. For example,
computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. To the extent that the
Company's software applications contain source code that is unable to
appropriately interpret the upcoming calendar year 2000 and beyond, some level
of modification or replacement of such applications will be necessary to avoid
system failures and the temporary inability to process transactions or engage in
other normal business activities.

The Company utilizes a significant number of computer software programs and
operating systems across its entire organization, including applications used in
stores, manufacturing, product development, financial business systems and
various administrative functions. The Company has completed its identification
of applications that are not "year 2000" compliant and has commenced
modification or replacement of such applications, as necessary. In addition, the
Company is communicating with major vendors to determine the extent to which the
Company is vulnerable to third-party year 2000 compliance issues. Based upon the
information known at this time about the Company's systems that are
non-compliant, coupled with the Company's ongoing, normal course-of-business
efforts to upgrade or replace critical systems, as necessary, management does
not expect year 2000 compliance costs to have any material adverse impact on the
Company's liquidity or ongoing results of operations. No assurance can be given,
however, that all of the Company's and vendors' systems will be year 2000
compliant or that compliance costs or the impact of any failure to achieve
substantial year 2000 compliance will not have a material adverse effect on the
Company's future liquidity or results of operations.

13
<PAGE> 16

NEW ACCOUNTING STANDARDS

In June 1997, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 130 (Reporting Comprehensive Income), which
requires that a Company report, by major components and as a single total, the
change in its net assets during the period from nonowner sources, and No. 131
(Disclosures about Segments of an Enterprise and Related Information), which
establishes annual and interim reporting standards for an enterprise's operating
segments and related disclosures about its products, services, geographic areas
and major customers. Adoption of these statements will not impact the Company's
consolidated financial position, results of operations or cash flows, and any
effect will be limited to the form and content of its disclosures. Both
statements are effective for fiscal years beginning after December 15, 1997,
with earlier application permitted.

In March 1998, the American Institute of Certified Public Accountants
finalized SOP 98-1 (Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use), which defines the types of costs that are
capitalizable for computer software projects and requires all other costs to be
expensed in the period incurred. The new SOP requires that in order for costs to
be capitalizable they must be intended to create a new system or add
identifiable functionality to an existing system. This SOP is effective for
fiscal years beginning after December 15, 1998. Although the Company has not
fully assessed the implications of this new statement, the Company does not
believe adoption of this statement will have a material impact on the Company's
financial statements.

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 (Accounting for Derivative Instruments
and Hedging Activities), which defines derivatives, requires that all
derivatives be carried at fair value, and provides for hedge accounting when
certain conditions are met. This statement is effective for all fiscal quarters
of fiscal years beginning after June 15, 1999. Although the Company has not
fully assessed the implications of this new statement, the Company does not
believe adoption of this statement will have a material impact on the Company's
financial statements.

14
<PAGE> 17

BUSINESS

On April 8, 1997, the Company completed the Merger pursuant to which the
Company issued 83.2 million shares of the Company's Common Stock for all of the
shares of Vons common stock that it did not already own. The Company also holds
a 49% interest in Casa Ley, which, as of March 28, 1998, operated 74 food and
general merchandise stores in western Mexico.

OPERATING STRATEGY

- Identical-store sales growth

- Expense ratio reduction

- Working capital management

- Operating cash flow margin

- Earnings per share growth

Safeway continues to be focused on these same three priorities, but there
can be no assurance as to the future results the Company will be able to
achieve.

Control Costs

15
<PAGE> 18

Increase Sales

Improve Capital Management

Safeway's capital management has improved in two key areas: capital
expenditures and working capital. In the capital expenditure area, Safeway has
expanded its use of standardized layouts and centralized purchasing agreements
for building materials, fixtures and equipment for its new stores and remodels.
As a result, Safeway's new store prototype is less expensive to build and more
efficient to operate than the stores Safeway and Vons previously built and
operated. These lower project costs, coupled with Safeway's improved operations,
have allowed Safeway to improve its returns on capital investment. Safeway has
increased its capital expenditures to $829 million in 1997 from $620 million in
1996 and $503 million in 1995. Combined capital expenditures for Safeway and
Vons in fiscal 1998 are expected to increase to approximately $950 million and
will be used primarily to open 40 to 45 new stores, complete more than 200
remodels and finish construction of the Maryland distribution center. Working
capital invested in the business has declined substantially since year-end 1993
primarily through lower warehouse inventory levels and improved payables
management.

RETAIL OPERATIONS

Stores

Safeway operates stores ranging in size from approximately 5,900 square
feet to over 89,000 square feet. Safeway determines the size of a new store
based on a number of considerations, including the needs of the community the
store serves, the location and site plan, and the estimated return on capital
invested. Most stores offer a wide selection of both food and general
merchandise and feature a variety of specialty departments such as bakery,
delicatessen, floral and pharmacy. In most of Safeway's larger stores, specialty
departments are showcased in each corner and along the perimeter walls of the
store to create a pleasant shopping atmosphere. Safeway's primary new store
prototype is 55,000 square feet and is designed to accommodate changing consumer
needs and to achieve certain operating efficiencies.

Safeway continues to operate a number of smaller stores which offer an
extensive selection of food and general merchandise, and generally include one
or more specialty departments. These stores remain an important part of the
Company's store network in smaller communities and certain other locations where
larger stores may not be feasible because of space limitations and/or community
needs or restrictions.

The following table summarizes the stores operated by Safeway by size at
March 28, 1998:

<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
STORES TOTAL
--------- ----------
<S> <C> <C>
Less than 30,000 square feet................................ 368 26.9%
30,000 to 50,000............................................ 728 53.1
More than 50,000............................................ 274 20.0
----- -----
Total stores...................................... 1,370 100.0%
===== =====
</TABLE>

16
<PAGE> 19

Store Ownership

At March 28, 1998, Safeway owned more than one-third of its stores. Safeway
leased the remaining stores. In recent years, the Company has opted for
ownership of new developments where possible because it provides greater control
and flexibility with respect to financing terms, remodeling, expansions and
closures.

Merchandising

Safeway's operating strategy is to provide value to its customers by
maintaining high store standards and a wide selection of high quality products
at competitive prices. The Company emphasizes high quality perishables, such as
produce and meat, and specialty departments, including in-store bakery,
delicatessen, floral and pharmacy, designed to provide one-stop shopping for
today's busy shoppers.

Safeway has developed a line of over 850 premium corporate brand products
under the "Safeway SELECT" banner. These products include, among others, soft
drinks, pasta and pasta sauces, salsa, whole bean coffee, cookies, ice cream,
yogurt, pet food and laundry detergent. The line also includes Safeway SELECT
"Healthy Advantage" items such as low-fat ice cream and low-fat cereal bars,
Safeway SELECT "Gourmet Club" frozen entrees and hors d'oeuvres.

The Safeway SELECT line is designed to offer premium quality products that
are equal or superior in quality to comparable best-selling nationally
advertised brands, are offered at more competitive prices, or are not available
from national brand manufacturers. Safeway also offers a wide selection of
private label products under well-known and respected brand names such as
Safeway, Vons, Lucerne, Jerseymaid and Mrs. Wright's, which Safeway believes are
equivalent in quality to comparable nationally advertised brands.

The Company continually refines its merchandising strategies, which are
designed to identify and accommodate changing demographics, lifestyles and
product preferences of its customers. Safeway has intensified its efforts to
improve in-stock conditions and enhance merchandise presentation and selection.

MANUFACTURING AND WHOLESALE OPERATIONS

The principal function of manufacturing operations is to purchase,
manufacture and process private label merchandise sold in stores operated by the
Company. As measured by sales dollars, over one-half of Safeway's private label
merchandise is manufactured in company-owned plants, and the remainder is
purchased from third parties.

During 1993, Safeway began a review to identify manufacturing operations
that were not providing acceptable returns. This review resulted in the sale or
closure of 19 plants from 1993 through March 28, 1998 and a reorganization of
the manufacturing division administrative office during 1994. In 1998, Safeway
expects to have fully operational a new food processing plant in California
which will replace one that was closed in 1997 and another that is expected to
close in 1998. The ongoing review of all remaining manufacturing operations may
result in additional plant closures.

Safeway's Canadian subsidiary has a wholesale operation that distributes
both national brands and private label products to independent grocery stores
and institutional customers.

17
<PAGE> 20

Safeway operated the following manufacturing and processing facilities at
March 28, 1998:

<TABLE>
<CAPTION>
U.S. CANADA
---- ------
<S> <C> <C>
Milk plants................................................. 7 3
Bread baking plants......................................... 6 2
Ice cream plants............................................ 5 2
Cheese and meat packaging plants............................ 2 1
Soft drink bottling plants.................................. 4 --
Fruit and vegetable processing plants....................... 1 3
Other food processing plants................................ 3 2
Pet food plants............................................. 1 --
-- --
Total............................................. 29 13
== ==
</TABLE>

In addition, the Company operates laboratory facilities for quality
assurance and research and development in certain of its plants and at its U.S.
manufacturing headquarters in Walnut Creek, California.

DISTRIBUTION

Each of Safeway's ten retail operating areas is served by a regional
distribution center consisting of one or more facilities. Safeway has 13
distribution/warehousing centers (ten in the United States and three in Canada),
which collectively provide the majority of all products to stores operated by
the Company. Safeway's distribution centers in northern California and British
Columbia are operated by a third party. Management regularly reviews
distribution operations focusing on whether these operations support their
operating areas in a cost-effective manner. As a result of such reviews, Safeway
is constructing a replacement distribution center in Maryland and expects to
complete it by the end of 1998.

CAPITAL EXPENDITURE PROGRAM

A component of the Company's long-term strategy is its capital expenditure
program. The Company's capital expenditure program funds new stores, remodels,
advances in information technology, and other facilities, including plant and
distribution facilities and corporate headquarters. In the last several years,
Safeway management has significantly strengthened its program to select and
approve new capital investments, resulting in improved returns on investment.

The table below reconciles cash paid for property additions reflected in
the Company's Consolidated Statements of Cash Flows to Safeway's broader
definition of capital expenditures, excluding Vons, and also details changes in
the Company's store base during such period:

<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Cash paid for property additions...................... $758.2 $541.8 $450.9
Less: Purchases of previously leased properties....... (28.2) (13.2) (9.9)
Plus: Present value of all lease obligations
incurred........................................ 91.3 91.7 62.2
Mortgage notes assumed in property
acquisitions.................................... 0.9 -- --
Vons first quarter expenditures....................... 7.2 -- --
------ ------ ------
Total capital expenditures............................ $829.4 $620.3 $503.2
====== ====== ======
Capital expenditures as a percent of sales............ 3.7% 3.6% 3.1%
Vons stores acquired.................................. 316 -- --
New stores opened..................................... 37 30 32
Stores closed or sold................................. 37 37 35
Remodels.............................................. 181 141 108
Total retail square footage at year-end (in
millions)........................................... 53.2 40.7 40.1
</TABLE>

18
<PAGE> 21

Improved operations and lower project costs have raised the return on
capital projects, allowing Safeway to increase capital expenditures to $829
million in 1997 from $620 million in 1996 and $503 million in 1995. During the
first quarter of 1998, Safeway invested $105.5 million in capital expenditures
to, among other things, open three new stores and continue the construction of a
new distribution center in Maryland. Combined capital expenditures for Safeway
and Vons in fiscal 1998 are expected to increase to approximately $950 million
and will be used primarily to open 40 to 45 new stores, complete more than 200
remodels and finish construction of the Maryland distribution center.

ACQUISITIONS

Management believes that the supermarket industry is fragmented and that
there may be opportunities to make acquisitions that would enhance Safeway's
long-term growth. Safeway's criteria for considering acquisition targets
include, but are not limited to, strong market share and the potential for
improving EBITDA margin. These criteria are subject to review and modification
from time to time. There can be no assurance that Safeway will complete any such
acquisition or that, if completed, the business acquired will make any
contribution to Safeway's long-term growth.

EMPLOYEES

At March 28, 1998, Safeway had approximately 146,000 full and part-time
employees. Approximately 90% of Safeway's employees in the United States and
Canada are covered by collective bargaining agreements negotiated with local
unions affiliated with one of 12 different international unions. There are
approximately 400 such agreements, typically having three-to-five-year terms.
Accordingly, Safeway renegotiates a significant number of these agreements every
year.

Safeway has concluded early negotiations and signed new labor contracts
covering employees whose collective bargaining agreements had been due to expire
in 1998. Certain of these contracts were with employees represented by the
United Food and Commercial Workers Union in northern California and Seattle and
Spokane, Washington. In addition, union members in British Columbia ratified a
new labor contract. Management considers the terms of these new contracts to be
satisfactory. As a result of these early negotiations, the only significant
remaining labor contracts to be negotiated in 1998 are in the Winnipeg operating
area covering approximately 40 stores and the Vons distribution centers in
southern California.

In the last three years there have been four significant work stoppages.
During the second quarter of 1997, Safeway was engaged in a 75-day labor dispute
affecting 74 stores in the Alberta, Canada operating area. The Company continued
to operate the affected stores with a combination of replacement workers,
management and employees who returned to work. During the second and third
quarters of 1996, Safeway was engaged in a labor dispute in British Columbia
which lasted 40 days and affected 86 stores. Under Provincial law in British
Columbia, replacement workers could not be hired, and therefore all the affected
stores were closed throughout the strike-lockout. Separately, the Company was
engaged in a strike-lockout in the Denver operating area which lasted 44 days
also during the second and third quarters of 1996. All of the Denver stores
operated during the strike-lockout, largely with replacement workers. A nine-day
strike during the second quarter of 1995 affected 208 stores in northern
California. These work stoppages were resolved in a manner that management
considered generally satisfactory. Safeway estimates that the Alberta strike
reduced 1997 net income by approximately $0.04 per share, that the combined
impact of the disputes in Denver and British Columbia reduced 1996 earnings by
approximately $0.07 per share, and that the dispute in northern California
reduced 1995 earnings by an estimated $0.01 per share.

The Company has performance-based compensation plans that cover
approximately 7,750 management employees. Performance-based compensation plans
set overall bonus levels based upon both operating results and working capital
management. Individual bonuses are based on job performance. Certain employees
are covered by capital investment bonus plans which measure the performance of
capital projects based on operating performance over several years.

19
<PAGE> 22

PRINCIPAL AND SELLING STOCKHOLDERS

All of the shares of Common Stock being offered hereby are being sold by
certain stockholders of the Company included in the following table (the
"Selling Stockholders").

The following table also sets forth information regarding the beneficial
ownership of Safeway's outstanding Common Stock as of March 28, 1998, and as
adjusted to give effect to the offerings, for (i) each of Safeway's directors,
(ii) each of the Selling Stockholders, (iii) the Company's Chief Executive
Officer, (iv) each of the Company's four other most highly compensated executive
officers and (v) each person believed by Safeway to own beneficially more than
5% of its outstanding shares of Common Stock. Except as indicated by the notes
to the following table, the holders listed below have sole voting power and
investment power over the shares beneficially held by them. The address of KKR
Associates, L.P., SSI Equity Associates and SSI Partners, L.P. is 9 West 57th
Street, New York, New York 10019.

<TABLE>
<CAPTION>
BEFORE OFFERINGS AFTER OFFERINGS
--------------------------- --------------------------
NUMBER OF NUMBER OF NUMBER OF
SHARES(1) PERCENTAGE(1) SHARES OFFERED SHARES(1) PERCENTAGE(1)
----------- ------------- -------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
KKR Associates, L.P.(2)............... 104,529,450 21.8 21,701,424 82,828,026 17.2
James H. Greene, Jr.(3)............. 144,402 * 144,402 *
Henry R. Kravis(4).................. -- --
Robert I. MacDonnell(5)............. 85,504 * 85,504 *
George R. Roberts(6)................ -- --
SSI Equity Associates, L.P.(7)........ 28,297,940 5.6 3,298,576 19,008,533 3.8
Paul Hazen(8)......................... 204,168 * 204,168 *
Peter A. Magowan(8)................... 3,397,600 * 3,397,600 *
William Y. Tauscher................... 4,467 * 4,467 *
Steven A. Burd(9)..................... 3,536,822 * 3,536,822 *
Kenneth W. Oder(9)(10)................ 1,912,144 * 1,912,144 *
David G. Weed(9)...................... 178,443 * 178,443 *
Michael C. Ross(9).................... 774,275 * 774,275 *
Gary D. Smith(9)...................... 188,370 * 188,370 *
FMR Corp.(11)......................... 42,115,364 8.8 42,115,364 8.7
American Express Company and American
Express Financial Corporation(12)... 29,279,798 6.1 29,279,798 6.1
</TABLE>

- ---------------
* Less than 1%

(1) For purposes of this table, a person or a group of persons is deemed to
have "beneficial ownership" as of a given date of any shares which such
person has the right to acquire within 60 days after such date. For
purposes of computing the percentage of outstanding shares held by each
person or group of persons named above on a given date, any shares which
such person or persons has the right to acquire within 60 days after such
date are deemed to be outstanding, but are not deemed to be outstanding for
the purpose of computing the percentage ownership of any other person.

(2) The shares are owned of record by KKR Associates, L.P. ("KKR Associates")
and two limited partnerships (the "Common Stock Partnerships"), the sole
general partner of each of which is KKR Associates. KKR Associates, in its
capacity as general partner, may be deemed to beneficially own such shares.
Messrs. Greene, Kravis, MacDonnell, Roberts, Michael T. Tokarz, Edward A.
Gilhuly, Perry Golkin, Michael W. Michelson, Paul E. Raether, Clifton S.
Robbins and Scott Stuart, as general partners of KKR Associates, may be
deemed to share beneficial ownership of any shares beneficially owned by
KKR Associates, but disclaim any such beneficial ownership. Messrs. Greene,
Kravis, MacDonnell, and Roberts are members of Safeway's Board of
Directors. See "Capitalization."

(3) Represents shares owned jointly by Mr. Greene and his wife. Does not
include 20,000 shares owned by Mrs. Greene, as to which Mr. Greene
disclaims any beneficial ownership. Does not include 12,000 shares held

20
<PAGE> 23

in trust by Mrs. Greene for the benefit of their children, as to which Mr.
Greene disclaims any beneficial ownership.

(4) Does not include 800,000 shares held by Mr. Kravis as a trustee of an
irrevocable trust created by Mr. Roberts for the benefit of his children
(the "Roberts Trust"). As co-trustee, Mr. Kravis shares the authority to
vote and dispose of the shares, but has no economic interest in such
shares.

(5) Does not include 120,000 shares held in an irrevocable trust created by Mr.
MacDonnell for the benefit of his children (the "MacDonnell Trust") with
respect to which Mr. MacDonnell disclaims any beneficial ownership.

(6) Does not include 120,000 shares held by Mr. Roberts as a trustee of the
MacDonnell Trust. As co-trustee, Mr. Roberts shares the authority to vote
and to dispose of the shares, but has no economic interest in such shares.
Does not include 800,000 shares held in the Roberts Trust with respect to
which Mr. Roberts disclaims any beneficial ownership.

(7) SSI Equity Associates is a Delaware limited partnership, the sole general
partner of which is SSI Partners, L.P., a Delaware limited partnership. SSI
Partners, L.P., in its capacity as general partner, may be deemed to own
any shares beneficially owned by SSI Equity Associates, L.P. Messrs.
Kravis, MacDonnell, Raether and Roberts, as general partners of SSI
Partners, L.P., may be deemed to share beneficial ownership of any shares
beneficially owned by SSI Partners, L.P., but disclaim any such beneficial
ownership. Messrs. Kravis, MacDonnell and Roberts are members of Safeway's
Board of Directors. All 28,297,940 shares shown as beneficially owned
before the offerings represent shares of Common Stock issuable upon
exercise of SSI Warrants. In connection with the offerings, SSI Equity
Associates will sell to the Underwriters SSI Warrants to purchase 3,298,576
shares of Common Stock which will be exercised and sold in the offerings.
SSI Equity Associates also will transfer to Safeway for cancellation SSI
Warrants to purchase 5,990,831 shares of Common Stock, such SSI Warrants
representing the pro rata portion of the SSI Warrants that are attributable
to the limited partnership interests held by Safeway. See "Capitalization."
Following the offerings, SSI Equity Associates will hold SSI Warrants to
purchase 19,008,533 shares of Common Stock (of which 12,258,791 shares will
be attributable to limited partnership interests held by Safeway).

(8) Includes shares issuable upon exercise of stock options as follows: Mr.
Hazen, 162,500 and Mr. Magowan, 700,000.

(9) Includes shares issuable upon exercise of stock options as follows: Mr.
Burd, 3,082,262; Mr. Oder, 1,800,000; Mr. Weed, 160,000; Mr. Ross, 720,000
and Mr. Smith, 152,400. Does not include shares issuable upon exercise of
stock options which are not vested.

(10) Does not include 7,152 shares held by Mr. Oder as trustee of irrevocable
trusts created by Mr. Burd for the benefit of his children. As trustee, Mr.
Oder has the authority to vote and dispose of the shares, but has no
economic interest in such shares.

(11) All information regarding FMR Corp. and its affiliates is based on
information disclosed in the Schedule 13G filed by FMR Corp., Edward C.
Johnson 3d and Abigail Johnson on February 14, 1998 (the "FMR Schedule
13G"). According to the FMR Schedule 13G, (i) Fidelity Management &
Research Company, a wholly owned subsidiary of FMR Corp., is the beneficial
owner of 37,842,974 of such shares as a result of acting as investment
adviser to various investment companies, (ii) Fidelity Management Trust
Company, a wholly owned subsidiary of FMR Corp., is the beneficial owner of
3,182,390 of such shares as a result of its serving as investment manager
of institutional account(s), (iii) Fidelity International Limited is the
beneficial owner of 1,090,000 of such shares as a result of its providing
investment advisory and management services to a number of non-U.S.
investment companies and certain institutional investors, (iv) FMR Corp.,
Edward C. Johnson 3d and Abigail Johnson each has sole dispositive power
over all of such shares and (v) FMR has sole voting power over 2,765,990 of
such shares. The address of FMR Corp. is 82 Devonshire Street, Boston,
Massachusetts 02109.

(12) All information regarding American Express Company and American Express
Financial Corporation is based on information disclosed in a Schedule 13G
filed by American Express Company and American Express Financial
Corporation on January 30, 1998 (the "AMEX Schedule 13G"). According to the
AMEX Schedule 13G, American Express Company disclaims beneficial ownership
of the securities referred to in the

21
<PAGE> 24

AMEX Schedule 13G. The address of American Express Company is American Express
Tower, 200 Vesey Street, New York, New York 10285, and the address of American
Express Financial Corporation is IDS Tower 10, Minneapolis, Minnesota 55440.

Following the offerings, the Common Stock Partnerships and KKR Associates
will hold 82,828,026 shares of Common Stock, which will represent approximately
17.2% of the outstanding Common Stock and 15.7% on a fully diluted basis. The
Common Stock Partnerships, KKR Associates, and their general partners will
continue to be able to exercise effective control over the Company through their
representation on the Board of Directors.

SSI Associates, L.P. ("SSI Associates"), one of the Common Stock
Partnerships, made its investment in Safeway in 1986. The limited partnership
agreement pursuant to which SSI Associates was organized will, by its terms,
expire on December 31, 1998 unless amended by all of the limited partners to
extend the term beyond such date. There can be no assurance that KKR Associates,
the general partner of SSI Associates, will seek such amendments, or, if sought,
that such amendments will be approved by the limited partners. If such
partnership agreement expires, the limited partnership will dissolve. In the
event of the dissolution and winding up of SSI Associates, KKR Associates will
have sole discretion regarding the timing (which may be one or more years after
the expiration of the partnership agreement) and manner of the disposition of
any Common Stock held by such partnership, including public or private sales of
such Common Stock, the distribution of such Common Stock to the limited partners
of SSI Associates, or a combination of the foregoing. KKR Associates will own
directly approximately 43 million of the 82.8 million shares referenced above,
following the offerings. Such partnership is not subject to the termination
provisions applicable to SSI Associates.

In connection with the offerings, SSI Equity Associates will sell to the
Underwriters SSI Warrants to purchase 3,298,576 shares of Common Stock which
will be exercised and sold in the offerings. SSI Equity Associates also will
transfer to Safeway for cancellation SSI Warrants to purchase 5,990,831 shares
of Common Stock, such SSI Warrants representing the pro rata portion of the SSI
Warrants that are attributable to the limited partnership interests held by
Safeway. See "Capitalization." Following the offerings, SSI Equity Associates
will hold SSI Warrants to purchase 19,008,533 shares of Common Stock (of which
12,258,791 shares will be attributable to limited partnership interests held by
Safeway).

The Company and the Selling Stockholders have agreed not to (i) offer,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock or (ii) with respect to the Company only, enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise, except for (i)
the shares to be sold in the offerings and the SSI Warrants to be canceled, (ii)
any shares of Common Stock issued by the Company pursuant to stock option plans
in effect on the date of this Prospectus, (iii) option grants under stock option
plans in effect on the date of this Prospectus, (iv) any agreement of the
Company in connection with an acquisition of assets or properties or any capital
stock issuable pursuant to the terms of such an agreement, (v) capital stock
issuable upon the exercise of warrants outstanding on the date of this
Prospectus or (vi) the cancellation of warrants for a period of at least 90 days
from the date of this Prospectus without the prior written consent of Morgan
Stanley & Co. Incorporated on behalf of the Underwriters. If any such consent is
given it would not necessarily be preceded or followed by a public announcement
thereof.

The Company, the Common Stock Partnerships, SSI Equity Associates and
certain other parties entered into an agreement dated as of November 25, 1986
(the "Registration Agreement"), a copy of which is incorporated by reference as
an exhibit to the Registration Statement of which this Prospectus is a part,
pursuant to which the Company agreed to register the offer and sale of shares of
Common Stock held by such parties, including the shares of Common Stock offered
hereby, under the Securities Act, and such parties and the Company agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act in connection with the sale of the shares pursuant to the
Registration Agreement. Pursuant to the Registration Agreement, the Common Stock
Partnerships and SSI Equity Associates are required to pay the underwriting
discounts and commissions and transfer taxes, if any, associated with the
offerings, and the Company is required to pay substantially all expenses

22
<PAGE> 25

directly associated with the offerings, including, without limitation, the cost
of registering the shares offered hereby, including the applicable registration
and filing fees, printing expenses, certain underwriting expenses and applicable
expenses for legal counsel and accountants incurred by the Company or the Common
Stock Partnerships and SSI Equity Associates.

No predictions can be made as to the effect, if any, that future sales of
shares, or the availability of shares for future sales, will have on the market
price of the Common Stock prevailing from time to time. Sales of substantial
amounts of Common Stock (including shares issued upon the exercise of stock
options or warrants), or the perception that such sales could occur, could
adversely affect prevailing market prices for the Common Stock.

DESCRIPTION OF CAPITAL STOCK

GENERAL

Pursuant to Safeway's Restated Certificate of Incorporation, as amended
(the "Restated Certificate"), the authorized capital stock of Safeway consists
of 1,500,000,000 shares of Common Stock, par value $0.01 per share, and
25,000,000 shares of preferred stock, par value $0.01 per share. At March 28,
1998, Safeway had outstanding 479,038,274 shares of Common Stock and no
outstanding shares of preferred stock. All shares of Common Stock are fully paid
and nonassessable. As of March 28, 1998, there were approximately 9,237 holders
of record of Common Stock.

COMMON STOCK

Each holder of Common Stock is entitled to one vote for each share owned of
record on all matters voted upon by stockholders, and a majority vote is
required for all action to be taken by stockholders. In the event of a
liquidation, dissolution or winding-up of Safeway, the holders of Common Stock
are entitled to share equally and ratably in the assets of Safeway, if any,
remaining after the payment of all debts and liabilities of Safeway and the
liquidation preference of any outstanding preferred stock. The Common Stock has
no preemptive rights, no cumulative voting rights and no redemption, sinking
fund or conversion provisions.

The Restated Certificate provides for a classified Board of Directors
consisting of three classes as nearly equal in size as practicable. Each class
will hold office until the third annual meeting for election of directors
following the election of such class.

Safeway's By-laws provide for additional notice requirements for
stockholder nominations and proposals at annual or special meetings of Safeway.
At annual meetings, stockholders may submit nominations for directors or other
proposals only upon written notice to Safeway at least 50 days prior to the
annual meeting.

The Common Stock is listed on the New York Stock Exchange. The transfer
agent and registrar for the Common Stock is First Chicago Trust Company of New
York.

PREFERRED STOCK

The Board of Directors of Safeway is authorized without further stockholder
action, to divide any or all shares of the authorized preferred stock into
series and to fix and determine the designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereon, of any series so established, including voting powers,
dividend rights, liquidation preferences, redemption rights and conversion
privileges. As of the date of this Prospectus, the Board of Directors has not
authorized any series of preferred stock and there are no plans, agreements or
understandings for the issuance of any shares of preferred stock.

DIVIDENDS

Holders of Common Stock are entitled to receive dividends if, as and when
declared by the Board of Directors out of funds legally available therefor,
subject to the dividend and liquidation rights of any preferred stock that may
be issued and subject to certain limitations in the Bank Credit Agreement. See
"Dividend Policy."

23
<PAGE> 26

CERTAIN UNITED STATES TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS

GENERAL

The following is a general discussion of certain United States federal
income and estate tax consequences of the ownership and disposition of Common
Stock by a holder who is not a United States person or entity (a "Non-U.S.
Holder"). As used in this discussion, the term "Non-U.S. Holder" means any
person or entity that is, for United States federal income tax purposes, a
foreign corporation, a non-resident alien individual, a non-resident fiduciary
of a foreign estate or trust, or a foreign partnership. An individual may,
subject to certain exceptions, be deemed to be a resident alien (as opposed to a
non-resident alien) by virtue of being present in the United States on at least
31 days in the calendar year and for an aggregate of at least 183 days during a
three-year period ending in the current calendar year (counting for such
purposes all of the days present in the current year, one-third of the days
present in the immediately preceding year, and one-sixth of the days present in
the second preceding year). Resident aliens are subject to United States federal
tax as if they were United States citizens and residents.

This discussion does not address all aspects of United States federal
income and estate taxes or consider any specific facts or circumstances that may
apply to a particular Non-U.S. Holder. Nor does it deal with foreign, state and
local consequences that may be relevant to Non-U.S. Holders. Furthermore, this
discussion is based on current provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), existing and proposed regulations promulgated
thereunder and public administrative and judicial interpretations thereof, all
of which are subject to changes which could be applied retroactively. EACH
PROSPECTIVE PURCHASER OF COMMON STOCK IS ADVISED TO CONSULT A TAX ADVISOR WITH
RESPECT TO CURRENT AND POSSIBLE FUTURE TAX CONSEQUENCES OF ACQUIRING, HOLDING
AND DISPOSING OF COMMON STOCK.

DIVIDENDS

The Company does not currently intend to pay cash dividends on shares of
Common Stock. See "Dividend Policy". In the event that such dividends are paid
on shares of Common Stock, except as described below, dividends paid to a
Non-U.S. Holder of Common Stock will be subject to withholding of United States
federal income tax at a 30% rate or such lower rate as may be specified by an
applicable income tax treaty, unless the dividends are effectively connected
with the conduct of a trade or business by the Non-U.S. Holder within the United
States. If the dividends are effectively connected with the conduct of a trade
or business by the Non-U.S. Holder within the United States and, if a tax treaty
applies, are attributable to a United States permanent establishment of the Non-
U.S. Holder, the dividends will be subject to United States federal income tax
on a net income basis at applicable graduated individual or corporate rates and
will be exempt from the 30% withholding tax described above (assuming the
necessary certification and disclosure requirements are met). Any such
effectively connected dividends received by a foreign corporation may, under
certain circumstances, be subject to an additional "branch profits tax" at a 30%
rate or such lower rate as may be specified by an applicable income tax treaty.

Dividends paid to an address outside the United States are presumed to be
paid to a resident of such country for purposes of the withholding discussed
above (unless the payor has knowledge to the contrary), and, under currently
applicable United States Treasury regulations, for purposes of determining the
applicability of a tax treaty rate. Under recently promulgated United States
Treasury regulations generally effective with respect to payments made after
December 31, 1999, however, a Non-U.S. Holder of Common Stock who wishes to
claim the benefit of an applicable treaty rate (and avoid backup withholding as
discussed below) will be required to satisfy specified certification and other
requirements, which will include filing a Form W-8 containing the Non-U.S.
Holder's name, address and a certification that such Holder is eligible for the
benefits of the treaty under its Limitations in Benefits Article. In addition,
certain certification and disclosure requirements must be met to be exempt from
withholding under the effectively connected income exemption discussed above.

A Non-U.S. Holder of Common Stock who is eligible for a reduced rate of
United States withholding tax pursuant to a tax treaty may obtain a refund of
any excess amounts currently withheld by filing an appropriate, timely claim for
refund with the United States Internal Revenue Service (the "Service").

24
<PAGE> 27

GAIN ON DISPOSITION OF COMMON STOCK

A Non-U.S. Holder generally will not be subject to United States federal
income tax on any gain recognized on a disposition of a share of Common Stock
unless (i) subject to the exception discussed below, the Company is or has been
a "United States real property holding corporation" (a "USRPHC") within the
meaning of section 897(c)(2) of the Code at any time within the shorter of the
five-year period preceding such disposition or such Non-U.S. Holder's holding
period (the "Required Holding Period"), (ii) the gain is effectively connected
with the conduct of a trade or business within the United States of the Non-U.S.
Holder and, if a tax treaty applies, is attributable to a permanent
establishment maintained by the Non-U.S. Holder, (iii) the Non-U.S. Holder is an
individual who holds the share of Common Stock as a capital asset and is present
in the United States for 183 days or more in the taxable year of the disposition
and either (a) such individual has a "tax home" (as defined for United States
federal income tax purposes) in the United States or (b) the gain is
attributable to an office or other fixed place of business maintained in the
United States by such individual, or (iv) the Non-U.S. Holder is subject to tax
pursuant to the Code provisions applicable to certain United States expatriates.
If an individual Non-U.S. Holder falls under clause (ii) or (iv) above, he or
she will be taxed on his or her net gain derived from the sale under regular
United States federal income tax rates. If the individual Non-U.S. Holder falls
under clause (iii) above, he or she will be subject to a flat 30% tax on the
gain derived from the sale which may be offset by United States source capital
losses (notwithstanding the fact that he or she is not considered a resident of
the United States). If a Non-U.S. Holder that is a foreign corporation falls
under clause (ii) above, it will be taxed on its gain under regular graduated
United States federal income tax rates and, in addition, will under certain
circumstances be subject to the branch profits tax equal to 30% of its
"effectively connected earnings and profits" within the meaning of the Code for
the taxable year, as adjusted for certain items, unless it qualifies for a lower
rate under an applicable income tax treaty.

A corporation is generally a USRPHC if the fair market value of its United
States real property interests equals or exceeds 50% of the sum of the fair
market value of its worldwide real property interests plus its other assets used
or held for use in a trade or business. The Company believes that it is not
currently a USRPHC. However, a Non-U.S. Holder would generally not be subject to
tax, or withholding in respect of such tax, on gain from a sale or other
disposition of Common Stock by reason of the Company's USRPHC status if the
Common Stock is regularly traded on an established securities market ("regularly
traded") during the calendar year in which such sale or disposition occurs,
provided that such holder does not own, actually or constructively, Common Stock
with a fair market value in excess of 5% of the fair market value of all Common
Stock outstanding at any time during the Required Holding Period. The Company
believes that the Common Stock will be treated as regularly traded.

If the Company is or has been a USRPHC within the Required Holding Period,
and if a Non-U.S. Holder owns in excess of 5% of the fair market value of Common
Stock (as described in the preceding paragraph), such Non-U.S. Holder of Common
Stock will be subject to United States federal income tax at regular graduated
rates under certain rules ("FIRPTA tax") on gain recognized on a sale or other
disposition of such Common Stock. In addition, if the Company is or has been a
USRPHC within the Required Holding Period and if the Common Stock were not
treated as regularly traded, a Non-U.S. Holder (without regard to its ownership
percentage) would be subject to withholding in respect of FIRPTA tax at a rate
of 10% of the amount realized on a sale or other disposition of Common Stock and
could be further subject to FIRPTA tax in excess of the amounts withheld. Any
amount withheld pursuant to such withholding tax would be creditable against
such Non-U.S. Holder's United States federal income tax liability. Non-U.S.
Holders are urged to consult their tax advisors concerning the potential
applicability of these provisions.

FEDERAL ESTATE TAXES

An individual Non-U.S. Holder who (i) is not a citizen or resident of the
United States (as specifically defined for United States estate tax purposes) at
the time of his or her death and (ii) owns, or is treated as owning Common Stock
at the time of his or her death, or has made certain lifetime transfers of an
interest in Common Stock, will be required to include the value of such Common
Stock in his or her gross estate for federal estate tax purposes, unless an
applicable estate tax treaty provides otherwise.

25
<PAGE> 28

UNITED STATES INFORMATION REPORTING AND BACKUP WITHHOLDING TAX

The Company must report annually to the Service and to each Non-U.S. Holder
the amount of dividends paid to such holder and the tax withheld with respect to
such dividends. These information reporting requirements apply regardless of
whether withholding is required. Copies of the information returns reporting
such dividends and withholding may also be made available to the tax authorities
in the country in which the Non-U.S. Holder resides under the provisions of an
applicable income tax treaty or other agreement with the tax authorities in that
country.

United States backup withholding tax (which, in general, is a withholding
tax imposed at the rate of 31% on certain payments to persons that fail to
furnish certain information under the United States information reporting
requirements) generally will not apply to (a) the payment of dividends paid on
Common Stock to a Non-U.S. Holder at an address outside the United States
(unless the payor has knowledge that the payee is a United States person) or (b)
the payment of the proceeds of the sale of Common Stock to or through the
foreign office of a broker. In the case of the payment of proceeds from such a
sale of Common Stock through a foreign office of a broker that is a United
States person or a "U.S. related person", however, information reporting (but
not backup withholding) is required with respect to the payment unless the
broker has documentary evidence in its files that the owner is a Non-U.S. Holder
(and has no actual knowledge to the contrary) and certain other requirements are
met or the holder otherwise establishes an exemption. For this purpose, a "U.S.
related person" is (i) a "controlled foreign corporation" for United States
federal income tax purposes under current regulations, or (ii) a foreign person
50% or more of whose gross income from all sources for the three-year period
ending with the close of its taxable year preceding the payment (or for such
part of the period that the broker has been in existence) is derived from
activities that are effectively connected with the conduct of a United States
trade or business. The payment of the proceeds of a sale of shares of Common
Stock to or through a United States office of a broker is subject to information
reporting and possible backup withholding unless the owner certifies its
non-United States status under penalties of perjury or otherwise establishes an
exemption. Any amounts withheld under the backup withholding rules from a
payment to a Non-U.S. Holder will be allowed as a refund or a credit against
such Non-U.S. Holder's United States federal income tax liability, provided that
the required information is furnished to the Service.

The Treasury Department recently promulgated final regulations regarding
the withholding and information reporting rules discussed above. In general, the
final regulations do not significantly alter the substantive withholding and
information reporting requirements but rather unify current certification
procedures and forms and clarify reliance standards. In addition, the final
regulations permit the shifting of primary responsibility for withholding to
certain financial intermediaries acting on behalf of beneficial owners. The
final regulations are generally effective for payments made after December 31,
1999, subject to certain transition rules. Non-U.S. Holders should consult their
own tax advisors with respect to the impact, if any, of the final regulations.

26
<PAGE> 29

UNDERWRITERS

Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof (the "Underwriting Agreement"), the U.S.
Underwriters named below have severally agreed to purchase, directly or through
the exercise of SSI Warrants, and the Selling Stockholders have severally agreed
to sell to them, and the International Underwriters named below have severally
agreed to purchase, directly or through the exercise of SSI Warrants, and the
Selling Stockholders have severally agreed to sell to them, the respective
number of shares of the Company's Common Stock set forth opposite the names of
such Underwriters below:

<TABLE>
<CAPTION>
NUMBER
NAME OF SHARES
---- ---------
<S> <C>
U.S. Underwriters
Morgan Stanley & Co. Incorporated.........................
Goldman, Sachs & Co. .....................................
Merrill Lynch, Pierce, Fenner & Smith Incorporated........
Donaldson, Lufkin & Jenrette Securities Corporation.......
ING Baring Furman Selz LLC................................
Lehman Brothers Inc. .....................................
J.P. Morgan Securities Inc................................
Smith Barney Inc. ........................................
Warburg Dillon Read LLC...................................
---------
Subtotal..........................................
---------
International Underwriters
Morgan Stanley & Co. International Limited................
Goldman Sachs International...............................
Merrill Lynch International...............................
Donaldson, Lufkin & Jenrette International................
ING Baring Furman Selz LLC................................
Lehman Brothers International (Europe)....................
J.P. Morgan Securities Ltd. ..............................
Smith Barney Inc. ........................................
UBS AG, acting through its division Warburg Dillon Read...
---------
Subtotal..........................................
---------
Total.............................................
=========
</TABLE>

The U.S. Underwriters and the International Underwriters are collectively
referred to as the "Underwriters." The Underwriting Agreement provides that the
obligations of the several Underwriters to pay for and accept delivery of the
shares of Common Stock offered hereby are subject to the approval of certain
legal matters by their counsel and to certain other conditions. The Underwriters
are obligated to take and pay for all of the shares of Common Stock (directly or
through the purchase and exercise of SSI Warrants) offered hereby (other than
those covered by the over-allotment option described below) if any such shares
are taken. With respect to shares of Common Stock obtained upon the purchase and
exercise of SSI Warrants, the Underwriters will remit the exercise price of the
SSI Warrants to the Company.

Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. Underwriter has represented and agreed that, with certain exceptions, (i)
it is not purchasing any Shares for the account of anyone other than a United
States or Canadian Person (as defined below) and (ii) it has not offered or
sold, and will not offer or sell, directly or indirectly, any Shares or
distribute any prospectus relating to the Shares outside the United States or
Canada or to anyone other than a United States or Canadian Person. Pursuant to
the Agreement between U.S. and International Underwriters, each International
Underwriter has represented and agreed that, with certain exceptions, (i) it is
not purchasing any Shares for the account of any United States or Canadian
Person and (ii) it has not offered or sold, and will not offer or sell, directly
or indirectly, any Shares or distribute any prospectus

27
<PAGE> 30

relating to the Shares within the United States or Canada or to any United
States or Canadian Person. With respect to ING Baring Furman Selz LLC and Smith
Barney Inc., the foregoing representations and agreements (i) made by it in its
capacity as a U.S. Underwriter shall apply only to shares of Common Stock
purchased by it in its capacity as a U.S. Underwriter, (ii) made by it in its
capacity as an International Underwriter shall apply only to shares of Common
Stock purchased by it in its capacity as an International Underwriter and (iii)
shall not restrict its ability to distribute any prospectus relating to the
shares of Common Stock to any person. The foregoing limitations do not apply to
stabilization transactions or to certain other transactions specified in the
Agreement between U.S. and International Underwriters. As used herein, "United
States or Canadian Person" means any national or resident of the United States
or Canada, or any corporation, pension, profit-sharing or other trust or other
entity organized under the laws of the United States or Canada or any political
subdivision thereof (other than a branch located outside the United States and
Canada of any United States or Canadian Person), and includes any United States
or Canadian branch of a person who is otherwise not a United States or Canadian
Person. All shares of Common Stock to be purchased by the Underwriters are
referred to herein as the "Shares."

Pursuant to the Agreement between U.S. and International Underwriters,
sales may be made between the U.S. Underwriters and the International
Underwriters of any number of Shares as may be mutually agreed. The per share
price and currency of any Shares so sold shall be the public offering price set
forth on the cover page hereof, in United States dollars, less an amount not
greater than the per share amount of the concession to dealers set forth below.

Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. Underwriter has represented that it has not offered or sold, and has agreed
not to offer or sell, any Shares, directly or indirectly, in any province or
territory of Canada or to, or for the benefit of, any resident of any province
or territory of Canada in contravention of the securities law thereof and has
represented that any offer or sale of Shares in Canada will be made only
pursuant to an exemption from the requirements to file a prospectus in the
province or territory of Canada in which such offer or sale is made. Each U.S.
Underwriter has further agreed to send to any dealer who purchases from it any
Shares a notice stating in substance that, by purchasing such Shares, such
dealer represents and agrees that it has not offered or sold, and will not offer
or sell, directly or indirectly, any of such Shares in any province or territory
of Canada or to, or for the benefit of, any resident of any province or
territory of Canada in contravention of the securities laws thereof and that any
offer or sale of Shares in Canada will be made only pursuant to an exemption
from the requirement to file a prospectus in the province or territory of Canada
in which such offer or sale is made, and that such dealer will deliver to any
other dealer to whom it sells any of such Shares a notice containing
substantially the same statement as is contained in this sentence.

Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has represented and agreed that: (i) it has not
offered or sold and, prior to the date six months after the closing date for the
sale of the Shares to the International Underwriters, will not offer or sell any
Shares to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995 (the "U.K. Regulations"); (ii) it has
complied and will comply with all applicable provisions of the Financial
Services Act 1986 and the U.K. Regulations with respect to anything done by it
in relation to the Shares in, from or otherwise involving the United Kingdom;
and (iii) it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the offering of
the Shares to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996
or is a person to whom the document may otherwise lawfully be issued or passed
on.

The Underwriters initially propose to offer part of the shares of Common
Stock directly to the public at the public offering price set forth on the cover
page hereof and part to certain dealers at a price which represents a concession
not in excess of $ per share under the public offering price. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $ a share to other Underwriters or to certain dealers. After the
initial offerings of the shares of Common Stock, the offering price and other
selling terms may from time to time be varied by the Underwriters.

28
<PAGE> 31

The Selling Stockholders have granted to the U.S. Underwriters an option,
exercisable for 30 days from the date of this Prospectus, to purchase up to an
aggregate of 3,750,000 additional shares of Common Stock at the public offering
price set forth on the cover page hereof, less underwriting discounts and
commissions. The U.S. Underwriters may exercise such option to purchase solely
for the purpose of covering over-allotments, if any, made in connection with the
offering of the shares of Common Stock offered hereby. To the extent such option
is exercised, each U.S. Underwriter will become obligated, subject to certain
conditions, to purchase approximately the same percentage of such additional
shares of Common Stock as the number set forth next to such U.S. Underwriter's
name in the preceding table bears to the total number of shares of Common Stock
set forth next to the names of all U.S. Underwriters in the preceding table.

In order to facilitate the offerings of the Common Stock, the Underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Common Stock. Specifically, the Underwriters may over-allot in
connection with the offerings, creating a short position in the Common Stock for
their own account. In addition, to cover over-allotments or to stabilize the
price of the Common Stock, the Underwriters may bid for, and purchase, shares of
Common Stock in the open market. Finally, the underwriting syndicate may reclaim
selling concessions allowed to an Underwriter or a dealer for distributing the
Common Stock in the offerings, if the syndicate repurchases previously
distributed Common Stock in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the Common Stock above independent market
levels. The Underwriters are not required to engage in these activities, and may
end any of these activities at any time.

The SSI Warrants being purchased by the several Underwriters from SSI
Equity Associates will be purchased at a price per underlying share equal to the
Price to Public less the exercise price of each such SSI Warrant and the
underwriting discount per underlying share. The Underwriters will immediately
exercise such SSI Warrants by paying the Company the aggregate exercise price of
the SSI Warrants, and will include in the offering the 3,298,576 shares of
Common Stock issuable as a result of such exercise.

The Company, the Selling Stockholders and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act.

The Company and the Selling Stockholders have agreed not to (i) offer,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock or (ii) with respect to the Company only, enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise, except for (i)
the shares to be sold in the offerings and the SSI Warrants to be cancelled,
(ii) any shares of Common Stock issued by the Company pursuant to stock option
plans in effect on the date of this Prospectus, (iii) option grants under stock
option plans in effect on the date of this Prospectus, (iv) any agreement of the
Company in connection with an acquisition of assets or properties or any capital
stock issuable pursuant to the terms of such an agreement, (v) capital stock
issuable upon the exercise of warrants outstanding on the date of this
Prospectus or (vi) the cancellation of warrants for a period of at least 90 days
from the date of this Prospectus without the prior written consent of Morgan
Stanley & Co. Incorporated, on behalf of the Underwriters. If any such consent
is given it would not necessarily be preceded or followed by a public
announcement thereof.

LEGAL MATTERS

Certain legal matters in connection with the sale of the shares of Common
Stock offered hereby will be passed upon for Safeway and the Selling
Stockholders by Latham & Watkins, San Francisco, California and Michael C. Ross,
General Counsel of Safeway, and for the Underwriters by Brown & Wood LLP, San
Francisco, California. Certain partners of Latham & Watkins, members of their
families, related persons and others, have an indirect interest, through limited
partnerships, in less than 1% of the Company's Common Stock. Such persons do not
have the power to vote or dispose of such shares of Common Stock. Michael C.
Ross holds Common Stock and options to purchase Common Stock which in the
aggregate constitute less than 1% of the Company's Common Stock.
29
<PAGE> 32

EXPERTS

The consolidated financial statements of the Company as of January 3, 1998
and December 28, 1996 and for each of the three fiscal years in the period ended
January 3, 1998, included herein have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated by
reference herein, and have been so included in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

INFORMATION INCORPORATED BY REFERENCE

The following documents filed with the Commission pursuant to the Exchange
Act are incorporated by reference in this Prospectus:

(1) the Company's Annual Report on Form 10-K for the year ended
January 3, 1998, as amended by a Form 10-K/A filed April 10, 1998 (the
"Form 10-K");

(2) the portions of the Company's 1997 Annual Report to Stockholders
that have been incorporated by reference into the Form 10-K;

(3) the portions of the Company's Proxy Statement on Schedule 14A
dated March 27, 1998 that have been incorporated by reference into the Form
10-K;

(4) the Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 28, 1998;

(5) the Company's Current Reports on Form 8-K filed with the
Commission on February 25, 1998 and July 15, 1998;

(6) description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
February 20, 1990, including the amendment on Form 8 dated March 26, 1990;
and

(7) all other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and before the termination of the offering of all
securities to which this Prospectus relates shall be deemed to be a part
hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon request, a copy of
any documents incorporated into this Prospectus by reference (other than
exhibits incorporated by reference into such document). Requests for documents
should be submitted to Investor Relations, Safeway Inc., 5918 Stoneridge Mall
Road, Pleasanton, California 94588 (telephone 925/467-3790). The information
relating to the Company contained in this Prospectus does not purport to be
comprehensive and should be read together with the information contained in the
documents incorporated or deemed to be incorporated by reference herein.

30
<PAGE> 33

LOGO
<PAGE> 34

PROSPECTUS (Subject to Completion)

Issued July 22, 1998

25,000,000 Shares

Safeway Inc.

COMMON STOCK
LOGO

------------------------

Of the 25,000,000 Shares of Common Stock offered, 5,000,000 Shares are being
offered initially outside the United States and Canada by the International
Underwriters and 20,000,000 Shares are being offered initially in the United
States and Canada by the U.S. Underwriters. See "Underwriters." All of the
Shares of Common Stock offered are being sold by the Selling Stockholders as
described herein under "Principal and Selling Stockholders" and include
21,701,424 presently outstanding Shares and 3,298,576 Shares to be issued
concurrently with the consummation of these offerings upon the exercise of
outstanding warrants. None of the proceeds from the sale of the Shares will be
received by the Company other than $1,649,288 (assuming no exercise of the U.S.
Underwriters' over-allotment option) representing the exercise price of the
warrants. The Company's Common Stock is listed on the New York Stock Exchange
under the symbol "SWY." On July 20, 1998, the reported last sale price of the
Common Stock on the New York Stock Exchange Composite Tape was $44 3/16.

------------------------

PRICE $ A SHARE
------------------------

MORGAN STANLEY DEAN WITTER
GOLDMAN SACHS INTERNATIONAL
MERRILL LYNCH INTERNATIONAL

DONALDSON, LUFKIN & JENRETTE
International
ING BARINGS
LEHMAN BROTHERS
J.P. MORGAN SECURITIES LTD.
SALOMON SMITH BARNEY
INTERNATIONAL
WARBURG DILLON READ

July , 1998
<PAGE> 35

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses to be paid by the Company in connection with the distribution
of the securities being registered are as set forth in the following table:

<TABLE>
<S> <C>
Securities and Exchange Commission Fee...................... $349,597
*Legal Fees and Expenses (other than Blue Sky).............. 250,000
*Accounting Fees and Expenses............................... 50,000
*Printing Expenses.......................................... 50,000
*Blue Sky Fees.............................................. 15,000
*Transfer Agent and Registrar Fees and Expenses............. 10,000
*Miscellaneous.............................................. 75,403
--------
*Total............................................ $800,000
========
</TABLE>

- ---------------
* Estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

As permitted by the Delaware General Corporation Law, the Company's
Restated Certificate of Incorporation provides that a director of the Company
will not be personally liable to the Company or its stockholders for monetary
damages for any breach of fiduciary duty as a director, except for liability (i)
for breach of the duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law (governing distributions to stockholders), or (iv) for any
transaction for which a director derives an improper personal benefit. In
addition, Section 145 of the Delaware General Corporation law and Article III,
Section 13 of the Company's By-Laws, under certain circumstances, provide for
the indemnification of the Company's officers, directors, employees and agents
against liabilities which they may incur in such capacities. A summary of the
circumstances in which such indemnification is provided for is contained herein,
but that description is qualified in its entirety by reference to Article III,
Section 13 of the Company's By-Laws.

In general, any officer, director, employee or agent will be indemnified
against expenses, including attorney's fees, fines, settlements or judgments,
which were actually and reasonably incurred, in connection with a legal
proceeding, other than one brought by or on behalf of the Company, to which he
was a party as a result of such relationship, if he acted in good faith, and in
the manner he believed to be in or not opposed to the Company's best interest
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. If the action is brought by or on behalf of
the Company, the person to be indemnified must have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the Company's best
interest, but no indemnification will be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Company unless and only to the extent that the Court of Chancery of Delaware, or
the court in which such action was brought, determines upon application that,
despite adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expense which such Court of Chancery or such other court shall deem proper.

Any indemnification under the previous paragraphs (unless ordered by a
court) will be made by the Company only as authorized in the specific case upon
a determination that indemnification of the director, officer, employee or agent
is proper under the circumstances because he has met the applicable standard of
conduct set forth above. Such determination will be made (i) by the Company's
board of directors by a majority vote of a quorum of disinterested directors who
were not parties to such actions, (ii) if such quorum is not obtainable or, even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders. To the extent
that a director, officer, employee or agent of the Company is successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
the previous paragraph, he will be

II-1
<PAGE> 36

indemnified against expenses (including attorney's fees) actually and reasonably
incurred by him in connection therewith.

Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the Company in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it is ultimately determined that he is not entitled to be indemnified by the
Company as authorized by the Company's By-Laws. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Company's board of directors deems appropriate.

The indemnification and advancement of expenses provided by, or granted
pursuant to, Section 13 of the Company's By-Laws is not deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office. If a claim for
indemnification or payment of expenses under Section 13 of the Company's By-Laws
is not paid in full within ninety (90) days after a written claim therefor has
been received by the Company, the claimant may file suit to recover the unpaid
amount of such claim and, if successful in whole or in part, shall be entitled
to be paid the expense of prosecuting such claim. In any such action, the
Company has the burden of proving that the claimant was not entitled to the
requested indemnification or payment of expenses under applicable law.

The Company's board of directors may authorize, by a vote of a majority of
a quorum of the Company's board of directors, the Company to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Company would have the power to indemnify
him against such liability under the provisions of Section 13 of the Company's
By-Laws. The Company's board of directors may authorize the Company to enter
into a contract with any person who is or was a director, officer, employee or
agent of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise providing for indemnification rights
equivalent to or, if the Company's board of directors so determines, greater
than those provided for in Section 13 of the Company's By-Laws.

The Company has also purchased insurance for its directors and officers for
certain losses arising from claims or charges made against them in their
capacities as directors and officers of the Company.

ITEM 16. EXHIBITS

<TABLE>
<C> <S>
*1 Form of Underwriting Agreement.
4.1 Restated Certificate of Incorporation of the Company and
Certificate of Amendment of Restated Certificate of
Incorporation of the Company (incorporated by reference to
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 15, 1996).
4.2 Form of By-laws of the Company as amended (incorporated by
reference to Exhibit 3.2 to Registration Statement No.
33-33388), and Amendment to the Company's By-laws effective
March 8, 1993 (incorporated by reference to Exhibit 3.2 to
the Company's Form 10-K for the Fiscal year ended January 2,
1993).
4.3 Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4(i).1 to Registration Statement No. 33-33388).
4.4 Registration Rights Agreement dated as of November 25, 1986
by and between Safeway Stores Holdings Corporation
(predecessor to the Company) and certain limited
partnerships (incorporated by reference to Exhibit 4(i).4 to
Registration Statement No. 33-33388).
*5 Opinion of Latham & Watkins.
</TABLE>

II-2
<PAGE> 37
<TABLE>
<C> <S>
23.1 Consent of Deloitte & Touche LLP.
*23.2 Consent of Latham & Watkins (included in Exhibit 5).
*24 Power of Attorney.
</TABLE>

- ---------------
* Previously filed.

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 and (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-3
<PAGE> 38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pleasanton, California on July 20,
1998.

SAFEWAY INC.

By /s/ MICHAEL C. ROSS
---------------------------------------
Michael C. Ross
Senior Vice President, Secretary
and General Counsel

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by each of the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

*STEVEN A. BURD President, Chief Executive Officer July 20, 1998
- ----------------------------------------------------- and Director (Principal Executive
Steven A. Burd Officer)

*DAVID WEED Executive Vice President, Chief July 20, 1998
- ----------------------------------------------------- Financial Officer (Principal
David Weed Financial Officer and Principal
Accounting Officer)

*PETER A. MAGOWAN Director July 20, 1998
- -----------------------------------------------------
Peter A. Magowan

*WILLIAM Y. TAUSCHER Director July 20, 1998
- -----------------------------------------------------
William Y. Tauscher

*JAMES H. GREENE. JR Director July 20, 1998
- -----------------------------------------------------
James H. Greene, Jr.

*PAUL HAZEN Director July 20, 1998
- -----------------------------------------------------
Paul Hazen

*HENRY R. KRAVIS Director July 20, 1998
- -----------------------------------------------------
Henry R. Kravis

*ROBERT I. MACDONNELL Director July 20, 1998
- -----------------------------------------------------
Robert I. MacDonnell

*GEORGE R. ROBERTS Director July 20, 1998
- -----------------------------------------------------
George R. Roberts

*By: /s/ MICHAEL C. ROSS July 20, 1998
------------------------------------------------
Michael C. Ross
as attorney-in-fact
</TABLE>

II-4
<PAGE> 39

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ------- ----------- ------------
<C> <S> <C>
*1 Form of Underwriting Agreement..............................
4.1 Restated Certificate of Incorporation of the Company and
Certificate of Amendment of Restated Certificate of
Incorporation of the Company (incorporated by reference to
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 15, 1996)...............
4.2 Form of By-laws of the Company as amended (incorporated by
reference to Exhibit 3.2 to Registration Statement No.
33-33388), and Amendment to the Company's By-laws effective
March 8, 1993 (incorporated by reference to Exhibit 3.2 to
the Company's Form 10-K for the Fiscal year ended January 2,
1993).......................................................
4.3 Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4(i).1 to Registration Statement No. 33-33388)...
4.4 Registration Rights Agreement dated as of November 25, 1986
by and between Safeway Stores Holdings Corporation
(predecessor to the Company) and certain limited
partnerships (incorporated by reference to Exhibit 4(i).4 to
Registration Statement No. 33-33388)........................
*5 Opinion of Latham & Watkins.................................
23.1 Consent of Deloitte & Touche LLP............................
*23.2 Consent of Latham & Watkins (included in Exhibit 5).........
*24 Power of Attorney...........................................
</TABLE>

- ---------------
* Previously filed.

<PAGE> 1

Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Pre-Effective Amendment
No. 2 to Registration Statement No. 333-58597 of Safeway Inc. of our report
dated February 27, 1998 incorporated by reference in the Annual Report on
Form 10-K of Safeway Inc. for the year ended January 3, 1998, and to the
reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

San Francisco, California
July 21, 1998