Exhibit 10.13.6


                                SECOND AMENDMENT

                                       TO

              ALBERTSON'S, INC. EXECUTIVE PENSION MAKEUP PLAN



     WHEREAS,  the Albertson's,  Inc. Executive Pension Makeup Plan (the "Plan")
was amended and restated, effective January 1, 1995;

     WHEREAS,  Albertson's  Inc. (the  "Employer")  has adopted the  Albertson's
Savings &  Retirement  Estates  II, a profit  sharing  plan  ("ASRE II") and the
Albertson's,  Inc.  2000 Deferred  Compensation  Plan, a  nonqualified  deferred
compensation plan ("2000 Plan").

     WHEREAS,  the  Employer  has amended the  Albertson's  Salaried  Employees'
Pension Plan and the Albertson's Employees' Corporate Pension Plan (the "Pension
Plans") to establish a floor-offset arrangement with ASRE II in order to provide
a minimum level of benefits to certain  participants who are also covered by the
Pension Plans;

     WHEREAS,  the  Employer  desires to further  amend the Plan to reflect  the
amendments to the Pension Plans and the adoption of ASRE II and the 2000 Plan by
the Employer;

     NOW,  THEREFORE,  the following  amendments to the Plan are hereby adopted,
effective October 1, 1999:

     1.  Definitions for the terms "ASRE II", "ASRE Makeup Plan" and "2000 Plan"
are added to Article I of the Plan to read in their entirety as follows:

            "ASRE II" shall mean the  Albertson's  Savings & Retirement  Estates
            II, as from time to time amended,  established and maintained by the
            Employer.

            "ASRE Makeup Plan" shall mean the Albertson's,  Inc.  Executive ASRE
            Makeup  Plan,  as  from  time  to  time  amended,   established  and
            maintained by the Employer.

                  . . .

            "2000 Plan" shall mean the Albertson's, Inc. 2000
            Deferred Compensation Plan, as from time to time
            amended, established and maintained by the Employer.


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<PAGE>

     2. Section 2.01 is amended and restated to read in its entirety as follows:

     2.01  Eligibility  to  Participate.   An  Employee  shall  be  eligible  to
participate  in the  Plan  only if  specified,  either  by name or by  class  of
employees,  by resolution  of the Board of Directors of the  Employer.  Notwith-
standing the  foregoing,  effective  November 20, 1999,  only Employees who were
participants  in the  Corporate  Pension  Plan or Salaried  Pension Plan on such
date,  shall be eligible to participate in the Plan. Once an Employee  becomes a
Participant,  the Employee  shall remain a Participant  until the earlier of the
Participant's  death or the complete  distribution of the Participant's  Accrued
Benefit.

     3. Section 3.01 is amended and restated to read in its entirety as follows:

     3.01  Amount of  Accrued  Benefit.  (a) An  Officer  Participant's  Accrued
Benefit  shall be a monthly  retirement  benefit  equal to an amount  calculated
pursuant  to  Section  4.01 (as  amended  from time to time),  or any  successor
provision   thereto,   of  the  Salaried   Pension   Plan  with  the   following
modifications:

               (i) Any  restrictions on the amount of such benefit  contained in
               the  Salaried  Pension  Plan or required  by law with  respect to
               "qualified" defined benefit plans (including, but not limited to,
               the  limitations  of Section 415 of the Internal  Revenue Code of
               1986, as amended,  and any successor  thereto) shall not be taken
               into account;

               (ii) Any limitation on the amount of annual  compensation  of the
               Officer Participant shall not be taken into account;

               (iii) Annual compensation shall include (A)compensation otherwise
               payable by the  Employer  to the  Officer  Participant  which the
               Officer  Participant elects to defer under either of the Deferred
               Compensation  Plans,  or the 1990  Plan or the 2000  Plan for the
               year in which  the  compensation  is  deferred,  but  only  those
               components of deferred compensation which, if not deferred, would
               be taken into account in determining  benefits under the Salaried
               Pension Plan; (B)  compensation  deferred under certain  deferred
               compensation   arrangements  relating  to  phantom  stock,  which
               arrangements  have been superseded by Employer  contributions  to
               Albertson's,  Inc. Senior Executive  Deferred  Compensation Plan;
               and  (C)  Employer  contributions  to  Albertson's,  Inc.  Senior
               Executive Deferred Compensation Plan;

               (iv) All years of  credited  service of the  Officer  Participant
               under  the  Corporate  Pension  Plan and all  years  of  credited
               service of the Officer  Participant  under the  Salaried  Pension
               Plan, shall be taken into account; and


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<PAGE>

               (v) Such Officer  Participant's  Accrued Benefit shall be reduced
               by the sum of (A) the Officer Participant's accrued benefit under
               the Salaried Pension Plan, (B) the Officer  Participant's accrued
               benefit,  if any,  under the Corporate  Pension Plan, and (C) the
               actuarial equivalent of the Officer  Participant's vested account
               balances in the "company contribution on pay accounts" under ASRE
               II and ASRE Makeup Plan.

          If  an  Officer  Participant  becomes  a  Non-Officer  Participant  or
          otherwise  ceases  to be in the  eligible  class  of  employees  under
          Section  2.01  without  retiring or  terminating  employment  with the
          Employer,  the  Participant's  benefit shall continue to accrue and be
          calculated pursuant to this Section 3.01(a).

               (b)  A  Non-Officer  Participant's  Accrued  Benefit  shall  be a
          monthly retirement  benefit equal to an amount calculated  pursuant to
          Section  4.01  (as  amended  from  time  to  time),  or any  successor
          provision  thereto,  of the Salaried  Pension Plan with the  following
          modifications:

                    (i) Annual compensation shall include compensation otherwise
               payable by the Employer to the Non-Officer  Participant which the
               Non-Officer  Participant  elects to defer  under the 1990 Plan or
               2000 Plan for the year in which the compensation is deferred, but
               only those  components  of deferred  compensation  which,  if not
               deferred,  would be taken into  account in  determining  benefits
               under the Salaried Pension Plan; and

                    (ii) Such Non-officer Participant's Accrued Benefit shall be
               reduced by the sum of (A) the Non-Officer  Participant's  accrued
               benefit under the Salaried  Pension Plan and (B) by the actuarial
               equivalent  of  the  Non-officer   Participant's  vested  account
               balances in the "company contribution on pay accounts" under ASRE
               II and ASRE Makeup Plan. If a Non-Officer  Participant  ceases to
               be in the eligible class of employees  under Section 2.01 without
               retiring  or  terminating   employment  with  the  Employer,  the
               Participant's  benefit shall continue to accrue and be calculated
               pursuant to this Section 3.01(b).

     IN WITNESS WHEREOF,  the Employer has caused this instrument to be executed
by its  officer,  duly  authorized  by its Board of  Directors,  this 1st day of
December, 1999. ALBERTSON'S, INC.



ATTEST:                                  By  /s/  Thomas R. Saldin
                                             --------------------------------
/s/  Kaye L. O'Riordan                   Its Executive Vice President
----------------------                       and General Counsel
                                             --------------------------------


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