Exhibit 10.18.3
                                    AMENDMENT
                                     to the
                                ALBERTSON'S, INC.
                         EXECUTIVE PENSION MAKEUP TRUST

     This Amendment is made by Albertson's,  Inc., a Delaware  corporation  (the
"Corporation" or the "Employer").

                                    RECITALS:

     A. The Corporation has established the Albertson's,  Inc. Executive Pension
Makeup Trust, effective February 1, 1989 (the "Trust");

     B. The  Corporation,  pursuant  to Section  6.01 of the Trust,  retains the
right to amend  the Trust at any time  prior to the time  when the  Trust  shall
become irrevocable pursuant to Section 6.02 thereof; and

     C. The  Corporation  certifies  that the Trust has not  become  irrevocable
pursuant to Section 6.02 thereof; and

     D. The  Corporation  has determined that it is advisable to amend the Trust
in the manner hereinafter set forth.

                                    AMENDMENT

          The Trust is hereby amended, as of December 1, 1999, as follows:

1.        To change the first sentence of Section 4.06. Creditors of Employer to
          read as  follows:  The Trust Fund shall at all times be subject to the
          claims of the  Employer's  general  creditors but shall be utilized to
          satisfy any such claims only in the case of the Employer's  bankruptcy
          or insolvency.

2.        To change the first two sentences of  subsection  (b) of Section 4.13.
          Resignation  and  Removal  to read as  follows:  Prior to a Change  in
          Control the Employer  shall fill a vacancy in the office of Trustee as
          soon as practicable by a written  instrument  filed with the person(s)
          appointed to fill the  vacancy,  which  person(s)  must be a financial
          institution  that is independent  of the Employer,  and with a copy to
          the predecessor  Trustee and the  Recordkeeper.  Following a Change in
          Control,  the  Employer  shall be  entitled  to fill a vacancy  in the
          office of  Trustee,  but only with the  consent  and  approval  of the
          Majority Participants, as evidenced in a written instrument filed with
          the person(s)  appointed to fill the vacancy which person(s) must be a
          financial institution that is independent of the Employer.



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3.        To change the first two sentences of  subsection  (g) of Section 4.13.
          Resignation  and  Removal  to read as  follows:  Prior to a Change  in
          Control,   the  Employer  shall  fill  a  vacancy  in  the  office  of
          Recordkeeper as soon as practicable by a written instrument filed with
          the person(s)  appointed to fill the vacancy,  which person(s) must be
          independent  from  the  Employer  and must be a  certified  consulting
          actuary of firm of  actuaries or  accountants,  and with a copy to the
          predecessor  Recordkeeper  and the  Trustee.  Following  a  Change  in
          Control,  the  Employer  shall be  entitled  to fill a vacancy  in the
          office of Recordkeeper,  but only with the consent and approval of the
          Majority  Participants as evidenced in a written instrument filed with
          the person(s)  appointed to fill the vacancy,  which person(s) must be
          independent  from  the  Employer  and must be a  certified  consulting
          actuary or firm of actuaries or accountants.

4.       To change the first sentence of subsection (b) of Section 4.16.  Rights
         of Trustee to read as follows: Before the Trustee acts or refrains from
         acting,  and in making any  determination  with  respect to a Change in
         Control, a Potential Change in Control,  the Value of the Trust Fund or
         any  other  determination  hereunder  (including  but  not  limited  to
         determination   of  the   validity   of   consents   of  the   Majority
         Participants),  the  Trustee  may  require  and  rely  on  an  Expert's
         Certificate  or an Opinion of Counsel or both  covering such matters as
         the Trustee may reasonably require.

         IN WITNESS  WHEREOF,  this  instrument  has been duly  executed  by the
undersigned  on this  1st  day of  December,  1999  and has  been  delivered  by
facsimile  to the Trustee (as that term is defined in the Trust) of the Trust on
this 1st day of December, 1999.

                                      ALBERTSON'S, INC.



                                      By:  /s/ Thomas R. Saldin
                                           ---------------------------
                                               Thomas R. Saldin
                                               Executive Vice President
                                               and General Counsel



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