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                                                                     EXHIBIT 4.2

                                  SAFEWAY INC.
                        OFFICERS' CERTIFICATE PURSUANT TO
                     SECTIONS 2.2 AND 10.4 OF THE INDENTURE

     Vasant M. Prabhu and Melissa C. Plaisance do hereby certify that they are
the Executive Vice President and Chief Financial Officer, and the Senior Vice
President - Finance and Investor Relations, respectively, of Safeway Inc., a
Delaware corporation (the "Company"), and do further certify, pursuant to
resolutions of the Board of Directors of the Company adopted on July 20, 1999
and January 25, 2001 (the "Resolutions"), and in accordance with Sections 2.2
and 10.4 of the Indenture (the "Indenture") dated as of September 10, 1997
between the Company and The Bank of New York, as trustee (the "Trustee"), as
follows:

     1. Attached hereto as Annex A is a true and correct copy of a specimen
   debenture (the "Form of Debenture") representing the Company's 7.25%
   Debentures Due 2031 (the "Debentures").

     2. The Form of Debenture sets forth certain of the terms required to be set
   forth in this certificate pursuant to Section 2.2 of the Indenture, and said
   terms are incorporated herein by reference. The Debentures were issued at the
   initial public offering price of 99.745% of principal amount.

     3. In addition to the covenants set forth in Article IV of the Indenture,
   the Debentures shall include the following additional covenants, and such
   additional covenants shall be subject to covenant defeasance pursuant to
   Section 8.4 of the Indenture:


             "Section 4.7 Limitation on Liens.

             The Company shall not, nor shall it permit any of its Subsidiaries
   to, create, incur, or permit to exist, any Lien on any of their respective
   properties or assets, whether now owned or hereafter acquired, or upon any
   income or profits therefrom, in order to secure any Indebtedness of the
   Company, without effectively providing that the Debentures shall be equally
   and ratably secured until such time as such Indebtedness is no longer secured
   by such Lien, except: (i) Liens existing as of January 31, 2001 (the "Closing
   Date"); (ii) Liens granted after the Closing Date on any assets or properties
   of the Company or any of its Subsidiaries securing Indebtedness of the
   Company created in favor of the Holders of the Debentures; (iii) Liens
   securing Indebtedness of the Company which is incurred to extend, renew or
   refinance Indebtedness which is secured by Liens permitted to be incurred
   under the Indenture; provided that such Liens do not extend to or cover any
   property or assets of the Company or any of its Subsidiaries other than the
   property or assets securing the Indebtedness being refinanced and that the
   principal amount of such Indebtedness does not exceed the principal amount of
   the Indebtedness being refinanced; (iv) Permitted Liens; and (v) Liens
   created in substitution of or as replacements for any Liens permitted by the
   preceding clauses (i) through (iv), provided that, based on a good faith
   determination of an officer of the Company, the property or asset encumbered
   under any such substitute or replacement Lien is substantially similar in
   nature to the property or asset encumbered by the otherwise permitted Lien
   which is being replaced.

             Notwithstanding the foregoing, the Company and any Subsidiary of
   the Company may, without securing the Debentures, create, incur or permit to
   exist Liens which would otherwise be subject to the restrictions set forth in
   the preceding paragraph, if after giving effect thereto and at

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   the time of determination, Exempted Debt does not exceed the greater of (i)
   10% of Consolidated Net Tangible Assets or (ii) $350,000,000.

            Section 4.8 Limitation on Sale and Lease-Back Transactions.

            The Company shall not, nor shall it permit any of its Subsidiaries
   to, enter into any sale and lease-back transaction for the sale and leasing
   back of any property or asset, whether now owned or hereafter acquired, of
   the Company or any of its Subsidiaries (except such transactions (i) entered
   into prior to the Closing Date or (ii) for the sale and leasing back of any
   property or asset by a Subsidiary of the Company to the Company or (iii)
   involving leases for less than three years or (iv) in which the lease for the
   property or asset is entered into within 120 days after the later of the date
   of acquisition, completion of construction or commencement of full operations
   of such property or asset) unless (a) the Company or such Subsidiary would be
   entitled under Section 4.7 to create, incur or permit to exist a Lien on the
   assets to be leased in an amount at least equal to the Attributable Liens in
   respect of such transaction without equally and ratably securing the
   Debentures or (b) the proceeds of the sale of the assets to be leased are at
   least equal to their fair market value and the proceeds are applied to the
   purchase or acquisition (or in the case of real property, the construction)
   of assets or to the repayment of Indebtedness of the Company or a Subsidiary
   of the Company which by its terms matures not earlier than one year after the
   date of such repayment."

           4. In addition to the Events of Default set forth in Section 6.1 of
   the Indenture, the Debentures shall include the following additional Event of
   Default, which shall be deemed an Event of Default under Section 6.1(g) of
   the Indenture:

           "acceleration of $150,000,000 or more, individually or in the
   aggregate, in principal amount of Indebtedness of the Company under the terms
   of the instrument under which such Indebtedness is issued or secured, except
   as a result of compliance with applicable laws, orders or decrees, if such
   Indebtedness shall not have been discharged or such acceleration is not
   annulled within 10 days after written notice."

           5. In addition to the definitions set forth in Article I of the
   Indenture, the Debentures shall include the following additional definitions,
   which, in the event of a conflict with the definition of terms in the
   Indenture, shall control:

           "Attributable Liens" means in connection with a sale and lease-back
   transaction the lesser of (a) the fair market value of the assets subject to
   such transaction and (b) the present value (discounted at a rate per annum
   equal to the average interest borne by all outstanding Securities issued
   under the Indenture determined on a weighted average basis and compounded
   semi-annually) of the obligations of the lessee for rental payments during
   the term of the related lease.

           "Bank Credit Agreement" means the Credit Agreement dated as of
   April 8, 1997 among the Company, The Vons Companies, Inc. and Canada Safeway
   Limited, as borrowers, Bankers Trust Company, as administrative agent, The
   Chase Manhattan Bank, as syndication agent, The Bank of Nova Scotia and Bank
   of America National Trust and Savings Association, as documentation agents,
   and the other lenders which are parties thereto, as amended and as such
   agreement may be amended (including any amendment, restatement and successors
   thereof),


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   supplemented or otherwise modified from time to time, including any
   increase in the principal amount of the obligations thereunder.

           "Capital Lease" means any Indebtedness represented by a lease
   obligation of a person incurred with respect to real property or equipment
   acquired or leased by such person and used in its business that is required
   to be recorded as a capital lease in accordance with GAAP.

           "Consolidated Net Tangible Assets" means the total amount of assets
   of the Company and its Subsidiaries (less applicable depreciation,
   amortization and other valuation reserves) after deducting therefrom (i) all
   current liabilities of the Company and its Subsidiaries and (ii) all
   goodwill, trade names, trademarks, patents, unamortized debt discount and
   expenses and other like intangibles, determined on a consolidated basis in
   accordance with GAAP.

           "Currency Agreement" means any foreign exchange contract, currency
   swap agreement or other similar agreement or arrangement designed to protect
   the Company or any of its Subsidiaries against fluctuations in currency
   values.

           "Exempted Debt" means the sum of the following as of the date of
   determination: (i) Indebtedness of the Company incurred after the Closing
   Date and secured by Liens not otherwise permitted by the first sentence under
   Section 4.7, and (ii) Attributable Liens of the Company and its Subsidiaries
   in respect of sale and lease-back transactions entered into after the Closing
   Date, other than sale and lease-back transactions permitted by the limitation
   on sale and lease-back transactions set forth under Section 4.8. For purposes
   of determining whether or not a sale and lease-back transaction is
   "permitted" by Section 4.8, the last paragraph under Section 4.7 (creating an
   exception for Exempted Debt) will be disregarded.

           "Indebtedness" of any person means, without duplication, any
   indebtedness, whether or not contingent, in respect of borrowed money or
   evidenced by bonds, notes, debentures or similar instruments or letters of
   credit (or reimbursement agreements with respect thereto) or representing the
   balance deferred and unpaid of the purchase price of any property (including
   pursuant to Capital Leases), except any such balance that constitutes an
   accrued expense or trade payable, if and to the extent any of the foregoing
   indebtedness would appear as a liability upon a balance sheet of such person
   prepared on a consolidated basis in accordance with GAAP (but does not
   include contingent liabilities which appear only in a footnote to a balance
   sheet), and shall also include, to the extent not otherwise included, the
   guaranty of items which would be included within this definition.

           "Interest Swap Obligations" means the obligations of any person
   pursuant to any interest rate swap agreement, interest rate collar agreement
   or other similar agreement or arrangement designed to protect such person or
   any of its Subsidiaries against fluctuations in interest rates.

           "Joint Venture" means a joint venture, partnership or other similar
   arrangement, whether in corporate, partnership or other legal form; provided
   that, as to any such arrangement in corporate form, such corporation shall
   not, as to any person of which such corporation is a Subsidiary, be
   considered to be a Joint Venture to which such person is a party.

           "Lien" means any lien, security interest, charge or encumbrance of
   any kind (including any conditional sale or other title retention agreement,
   any lease in the nature thereof, and any agreement to give any security
   interest).


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           "Permitted Liens" means (i) Liens securing Indebtedness of the
   Company under the Bank Credit Agreement and any initial or subsequent
   renewal, extension, refinancing, replacement or refunding thereof; (ii) Liens
   on accounts receivable, merchandise inventory, equipment, and patents,
   trademarks, trade names and other intangibles, securing Indebtedness of the
   Company; (iii) Liens on any asset of the Company, any Subsidiary of the
   Company, or any Joint Venture to which the Company or any of its Subsidiaries
   is a party, created solely to secure obligations incurred to finance the
   refurbishment, improvement or construction of such asset, which obligations
   are incurred no later than 24 months after completion of such refurbishment,
   improvement or construction, and all renewals, extensions, refinancings,
   replacements or refundings of such obligations; (iv)(a) Liens given to secure
   the payment of the purchase price incurred in connection with the acquisition
   (including acquisition through merger or consolidation) of property
   (including shares of stock), including Capital Lease transactions in
   connection with any such acquisition, and (b) Liens existing on property at
   the time of acquisition thereof or at the time of acquisition by the Company
   or a Subsidiary of the Company of any person then owning such property
   whether or not such existing Liens were given to secure the payment of the
   purchase price of the property to which they attach; provided that, with
   respect to clause (a), the Liens shall be given within 24 months after such
   acquisition and shall attach solely to the property acquired or purchased and
   any improvements then or thereafter placed thereon; (v) Liens in favor of
   customs and revenue authorities arising as a matter of law to secure payment
   of customs duties in connection with the importation of goods; (vi) Liens
   upon specific items of inventory or other goods and proceeds of any person
   securing such person's obligations in respect of bankers' acceptances issued
   or created for the account of such person to facilitate the purchase,
   shipment or storage of such inventory or other goods; (vii) Liens securing
   reimbursement obligations with respect to letters of credit that encumber
   documents and other property relating to such letters of credit and the
   products and proceeds thereof; (viii) Liens on key-man life insurance
   policies granted to secure Indebtedness of the Company against the cash
   surrender value thereof; (ix) Liens encumbering customary initial deposits
   and margin deposits and other Liens in the ordinary course of business, in
   each case securing Indebtedness of the Company under Interest Swap
   Obligations and Currency Agreements and forward contract, option, futures
   contracts, futures options or similar agreements or arrangements designed to
   protect the Company or any of its Subsidiaries from fluctuations in interest
   rates, currencies or the price of commodities; (x) Liens arising out of
   conditional sale, title retention, consignment or similar arrangements for
   the sale of goods entered into by the Company or any of its Subsidiaries in
   the ordinary course of business; and (xi) Liens in favor of the Company or
   any Subsidiary of the Company.

           6. Each of the undersigned is authorized to approve the form, terms
   and conditions of the Debentures pursuant to the Resolutions.

           7. Attached hereto as Annex B is a true and correct copy of the
   Resolutions.

           8. The Debentures shall be issued as Global Securities (subject to
   exchange for definitive certificated Debentures under the circumstances
   provided in the Indenture) and The Depository Trust Company shall be
   Depository for the Debentures.

           9. Attached hereto as Annex C are true and correct copies of the
   letter addressed to the Trustee entitling the Trustee to rely on the Opinion
   of Counsel attached thereto, which Opinion relates to the Debentures and
   complies with Section 10.4(b) of the Indenture.


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           10. Each of the undersigned has reviewed the provisions of the
   Indenture, including the covenants and conditions precedent pertaining to the
   issuance of the Debentures.

           11. In connection with this certificate each of the undersigned has
   examined documents, corporate records and certificates and has spoken with
   other officers of the Company.

           12. Each of the undersigned has made such examination and
   investigation as is necessary to enable the undersigned to express an
   informed opinion as to whether or not the covenants and conditions precedent
   of the Indenture pertaining to the issuance of the Debentures have been
   satisfied.

           13. In our opinion all of the covenants and conditions precedent
   provided for in the Indenture for the issuance of the Debentures have been
   satisfied.

           Capitalized terms used herein that are not otherwise defined shall
have the meanings ascribed thereto in the Indenture or the Debentures, as the
case may be.


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     IN WITNESS WHEREOF, each of the undersigned officers has executed this
certificate this 31st day of January, 2001.


                                         /s/ Vasant M. Prabhu
                                   --------------------------------------------
                                   Name:     Vasant M. Prabhu
                                   Title:   Executive Vice President and Chief
                                   Financial Officer


                                         /s/ Melissa C. Plaisance
                                   --------------------------------------------
                                   Name:     Melissa C. Plaisance
                                   Title:   Senior Vice President - Finance and
                                   Investor Relations