Exhibit 10.7.2

                           The Vons Companies, Inc.

              Amendment to 1990 Stock Option and Restricted Stock Plan
                           
     The Vons Companies, Inc. 1990 Stock Option and Restricted Stock 
Plan (the "Plan") is hereby amended, effective as of December 13, 1996, 
as set forth below.

     1.    There is hereby inserted in Article I of the Plan, after 
Section 1.8 and before Section 1.9 thereof, a Section 1.8A, reading 
in its entirety as follows:

                Section 1.8A Involuntary Termination:

           "Involuntary Termination" of an Optionee's employment shall
           mean (a) in the case of an Optionee who is, at the time of 
           such termination of employment, a "Designated Employee" 
           covered by the Company's Amended and Restated Severance
           Plan for Senior Management and Key Employees, any termination 
           of employment that gives rise to an entitlement to severance
           compensation pursuant to Section 4 of such plan; and (b) in 
           the case of all other Optionees, a termination of the 
           Optionee's employment by the Company or one of its 
           Subsidiaries (as applicable) other than (x) for Cause where 
           "Cause" is defined as the Optionee (i) commission of acts 
           constituting a crime of moral turpitude (other then driving 
           under the influence of alcohol), (ii) conduct which is 
           malicious or known or intended to be contrary to the best
           interest of the Company or any of its subsidiaries and 
           which causes material harm to the Company or such Subsidiary 
           (as applicable), (iii) habitual neglect of duty if the 
           Optionee shall have been given five (5) business days' 
           written notice by the Company or such Subsidiary (as 
           applicable) of such habitual neglect and such habitual 
           neglect shall not have been cured prior to the expiration 
           of such five (5) business day period; provided however, 
           that a termination of employment shall not be considered 
           to be for Cause unless the Optionee shall have been 
           advised in writing at the time of his or her termination 
           that the termination is for Cause, with a reasonable 
           specification in such writing of the facts constituting 
           Cause, or (iv) nonperformance which results in a 
           termination of employment in accordance with the 
           Company's written policies and practices and in effect in 
           the period preceding a Change of Control, or (y) as a result 
           of a Scheduled Store Closing where "Scheduled Store Closing"
           is defined as the closing by the Company of a store during 
           the two-year period following a Change of Control when 
           such store was scheduled to be closed in the Company's 
           Key Budget as in existence at least three months prior to 
           the Change of Control and is reflected in the Company's 
           schedules to a definitive merger agreement relating to 
           the Change of Control.

     2.    Section 4.3(d) is amended by replacing the phase 
"Notwithstanding any other provision of this Plan" at the beginning 
thereof with the phrase "Except as otherwise provided in Section 4.3(e) 
and Section 4.7 hereof".   

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     3.    Section 4.3 is hereby amended by inserting at the end thereof 
a new subsection (e), reading in its entirety as follows:

                (e)  Notwithstanding any other provision of this Plan, 
           upon the Involuntary Termination of an Optionee's employment 
           during the two-year period after the occurrence of a Change 
           of Control by reason of the acquisition of the Company by 
           Safeway, Inc., all Options held by such Optionee shall 
           become immediately vested and exercisable to the extent not
           therefore exercised, whether or not they are then exercisable
           in the ordinary course of business (notwithstanding 
           any contrary restrictions the may be contained elsewhere in 
           this Plan, in the written Stock Option Agreement or otherwise), 
           and shall remain exercisable until the close of business on 
           the 30th day following such Involuntary Termination, but in 
           any case no later than the original expiration date of such 
           Option.

     4.    The foregoing amendments shall apply to, and shall be 
deemed to amend, as of the date hereof, all Options that are 
outstanding as of the date hereof.   

     5.    Except as otherwise specified herein, the Plan is 
hereby ratified without amendment.

     6.    Nothing in this Amendment is intended to or shall 
compromise the right of the Company and its subsidiaries to 
terminate the Optionee's employment at any time with or without 
notice or with or without cause.




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