EXHIBIT 10.11.1

                         AMENDMENT 1994-1

                            THE VONS COMPANIES,INC.
                            401(k) WRAPAROUND PLAN


          WHEREAS, The Vons Companies, Inc. ("Company") maintains
The Vons Companies, Inc, 401(k) Wraparound Plan ("Plan"); and 

          WHEREAS, the Compensation Committee has the right to 
amend the Plan; and

          WHEREAS, the Compensation Committee now desires to
amend the Plan to provide that the Investment Equivalents for
deferrals, Company Match and Discretionary Company Match made on
or after January 1, 1995 shall be determined on an annual basis,
and that future changes to the Investment Equivalents shall apply
to such amounts, except that such changes shall not apply to
amounts credited prior to January 1, 1995; and

          WHEREAS, the Compensation Committee also desires to 
amend the Plan to allow certain Participants the right to elect
installment payments and to allow Participants the ability to
withdraw funds by forfeiting certain amounts;

          NOW, THEREFORE, this Amendment 1994-1 is hereby adopted
effective December 31, 1994:


          1.   The following is hereby added after the first
paragraph of Section 5.4:

     "Effective for the deferrals, Company Match and
     Discretionary Company Match made on or after January 1,
     1995, the new rate of return established by the Compensation
     Committee as an Investment Equivalent shall apply both to
     the deferrals, Company Match and Discretionary Company Match
     made for the Plan Year for which the new rate of return is
     established, as well as the deferrals, Company Match and
     Discretionary Match previously credited for previous
     Plan Years.  The preceding sentence shall not apply,
     however, to the deferrals, Company Match and Discretionary
     Company Match made for Plan Years ending on or before 
     December 31, 1994."

          2.   The following is hereby added to the end of
Section 7.2:

     "Notwithstanding the foregoing, if a Participant who
     satisfies the criteria specified below so elects, the
     Participant shall receive his benefits in the form of five 
     annual installments, calculated as described below.  In 
     order to make such election, the Participant must satisfy 
     all of the following requirements:

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               (a)  The election must be made at least two years
          prior to the date benefit payments commence according
          to Section 7.1;

               (b)  As of the date benefit payments commence, the
          Participant must have completed at least ten "years of 
          vesting service," as such term is defined in the Vons 
          Personal Choice Profit Sharing Plan; and

               (c)  The amount of benefit which would, absent the
          election, be paid to the Participant as a lump sum,
          must exceed $25,000.

          The annual installments shall be paid in level annual
     installments, amortized at the rate set forth as a
     Investment Equivalent for the year in which the first
     installment payment is made (notwithstanding subsequent
     changes in the Installment Equivalent).

          3.   The following new section 7.5 is hereby added to
the Plan.  

          "7.5 Forfeiture Distribution.  The Plan Committee shall,
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     upon written request of a Participant, make a lump sum 
     payment to the Participant of up to 85% of the amount the
     Participant is entitled to receive under the Plan, but only
     if the Participant agrees to the following conditions:

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               (a)  The Participant shall immediately and 
          irrevocably forfeit 15% of the amount withdrawn.  The 
          forfeiture shall reduce the Participant's remaining
          balance in the Plan;

               (b)  The Participant shall not be entitled to make
          a deferral election under Article IV for the following
          Plan Year, and his deferrals shall be suspended for the 
          remainder of the Plan Year; and

               (c)  The amount withdrawn shall not be credited
          with an Investment Equivalent for any Valuation Date
          following the Date the amount is withdrawn.

     The remaining portion of such Participant's Account, if any,
     shall be distributed in accordance with Sections 7.1 and 
     7.2.  This Section shall not be construed to allow
     distribution under the Plan of amounts greater than those
     the Participant would otherwise have received if no 
     distribution under this Section had been made."

          IN WITNESS WHEREOF, this Amendment 1994-1 is hereby
adopted this 23d day of December 1994.
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                      THE VONS COMPANIES, INC.


                      By /s/ Dick W. Gonzales
                         --------------------------------------
                             Dick W. Gonzales

                      Its Group Vice President, Human Resources
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