Exhibit 10.6.4


                                    AMENDMENT
                                     TO THE
                                ALBERTSON'S, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN


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

                                  RECITALS

     Whereas,  the  Corporation   established  the  Albertson's  Inc.  Executive
Deferred Compensation Plan effective December 5, 1983 (the "Plan");

     Whereas,  the Corporation,  pursuant to Section 8.01 of the Plan,  retained
the  right to amend  the Plan and  Section  8.01  provides  that the Plan may be
amended  without  approval  by the  Board  of  Directors  of  Albertson's,  Inc.
("Board"), provided that the amendments do not materially alter benefits and are
non-monetary in their effect; and

     Whereas,  the  Committee has  determined  that it is advisable to amend the
Plan in the manner hereinafter set forth.

                                    AMENDMENT

     Now therefore be it resolved  that the Plan is amended,  as of May 1, 2001,
in the following respects:

1.   Section  6.04(d) shall be amended to read as follows:  The  Participant may
     modify  the form of the  distribution  of all or part of the  Participant's
     Deferred  Benefit  Account,  provided that such  modification  is made on a
     validly  executed and filed election form at least twelve (12) months prior
     to the date on which the  modification is to be effective.  Notwithstanding
     the foregoing,  distribution of the  Participant's  entire Deferred Benefit
     Account must be completed no later than the  fifteenth  year  following the
     year in which distributions commence.

2.   Section 7.02 shall be deleted in its entirety:

3.   Section 7.03 shall be amended to read as follows: If a Participant fails to
     designate  a  Beneficiary   as  provided   above,   or  if  all  designated
     Beneficiaries   predecease  the   Participant  or  die  prior  to  complete
     distribution  of  the  Participant's   benefits,   then  the  Participant's
     designated  Beneficiary  shall  be  deemed  to be  the  person  or  persons
     surviving  him in the first of the  following  classes in which  there is a
     survivor, share and share alike:
<PAGE>

          (a)  The surviving Spouse;

          (b)  The Participant's natural or legally adopted children except that
               if any of the children predecease the Participant but leave issue
               surviving,  then such issue shall take by right of representation
               the share their parent would have taken if living; or

          (c)  The   Participant's   personal   representative    (executor   or
               administrator).

     IN WITNESS  WHEREOF,  Albertson's,  Inc. has caused this  instrument  to be
executed by its officer, duly authorized by its Board of Directors,  this 25 day
of May, 2001.

                                        ALBERTSON'S, INC.

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

























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