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                                                                   Exhibit 3.1.1

                     CERTIFICATE OF DESIGNATION, PREFERENCES
                          AND RIGHTS OF SERIES A JUNIOR
                          PARTICIPATING PREFERRED STOCK
                                       OF
                                ALBERTSON'S INC.


             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware


                  We, Gary G. Michael, Chairman of the Board, and Kaye L.
O'Riordan, Secretary, of Albertson's, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware, in accordance with
the provisions of Section 103 thereof, DO HEREBY CERTIFY:

                  That pursuant to the authority conferred upon the Board of
Directors by the Amended and Restated Certificate of Incorporation of the said
Corporation, the said Board of Directors on December 2, 1996 adopted the
following resolution creating a series of 3,000,000 shares of Preferred Stock
designated as Series A Junior Participating Preferred Stock:

                  RESOLVED, that pursuant to the authority vested in the Board
of Directors of this Corporation in accordance with the provisions of its
Certificate of Incorporation, a series of Preferred Stock of the Corporation be
and it hereby is created, and that the designation and amount thereof and the
voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof are as follows:

                  Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Junior Participating Preferred Stock" and the
number of shares constituting such series shall be 3,000,000.

                  Section 2. Dividends and Distributions.

                  (A) Subject to the prior and superior rights of the holders of
any shares of any series of Preferred Stock ranking prior and superior to the
shares of Series A Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series A Junior


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Participating Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the fifteenth day of March,
June, September and December in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A Junior Participating Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $100.00 or (b)
subject to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, par value $1.00 per share, of the
Corporation (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Junior Participating Preferred Stock. In the event the Corporation shall at any
time after December 2, 1996 (the "Rights Declaration Date") (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount to which holders of
shares of Series A Junior Participating Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (B) The Corporation shall declare a dividend or distribution
on the Series A Junior Participating Preferred Stock as provided in Paragraph
(A) above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided that,
in the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $100.00 per share on
the Series A Junior Participating Preferred Stock shall nevertheless be payable
on such subsequent Quarterly Dividend Payment Date.

                  (C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares
of Series A Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date


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or is a date after the record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.

                  Section 3. Voting Rights. The holders of shares of Series A
Junior Participating Preferred Stock shall have the following voting rights:

                  (A) Each share of Series A Junior Participating Preferred
Stock shall entitle the holder thereof to one vote on all matters submitted to a
vote of the stockholders of the Corporation.

                  (B) Except as otherwise provided herein or by law, the holders
of shares of Series A Junior Participating Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters submitted
to a vote of stockholders of the Corporation.

                  (C) (i) If at any time dividends on any Series A Junior
         Participating Preferred Stock shall be in arrears in an amount equal to
         six (6) quarterly dividends thereon, the occurrence of such contingency
         shall mark the beginning of a period (herein called a "default period")
         which shall extend until such time when all accrued and unpaid
         dividends for all previous quarterly dividend periods and for the
         current quarterly dividend period on all shares of Series A Junior
         Participating Preferred Stock then outstanding shall have been declared
         and paid or set apart for payment. During each default period, all
         holders of Preferred Stock (including holders of the Series A Junior
         Participating Preferred Stock) with dividends in arrears in an amount
         equal to or greater than six (6) quarterly dividends thereon, voting as
         a class, irrespective of series, shall have the right to elect two (2)
         Directors.

                           (ii) During any default period, such voting right of
         the holders of Series A Junior Participating Preferred Stock may be
         exercised initially at a special meeting called pursuant to
         subparagraph (iii) of this Section


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         3(C) or at any annual meeting of stockholders, and thereafter at annual
         meetings of stockholders, provided that such voting right shall not be
         exercised unless the holders of ten percent (10%) in number of shares
         of Preferred Stock outstanding shall be present in person or by proxy.
         The absence of a quorum of the holders of Common Stock shall not affect
         the exercise by the holders of Preferred Stock of such voting right. At
         any meeting at which the holders of Preferred Stock shall exercise such
         voting right initially during an existing default period, they shall
         have the right, voting as a class, to elect Directors to fill such
         vacancies, if any, in the Board of Directors as may then exist up to
         two (2) Directors or, if such right is exercised at an annual meeting,
         to elect two (2) Directors. If the number which may be so elected at
         any special meeting does not amount to the required number, the holders
         of the Preferred Stock shall have the right to make such increase in
         the number of Directors as shall be necessary to permit the election by
         them of the required number. After the holders of the Preferred Stock
         shall have exercised their right to elect Directors in any default
         period and during the continuance of such period, the number of
         Directors shall not be increased or decreased except by vote of the
         holders of Preferred Stock as herein provided or pursuant to the rights
         of any equity securities ranking senior to or pari passu with the
         Series A Junior Participating Preferred Stock.

                           (iii) Unless the holders of Preferred Stock shall,
         during an existing default period, have previously exercised their
         right to elect Directors, the Board of Directors may order, or any
         stockholder or stockholders owning in the aggregate not less than ten
         percent (10%) of the total number of shares of Preferred Stock
         outstanding, irrespective of series, may request, the calling of
         special meeting of the holders of Preferred Stock, which meeting shall
         thereupon be called by the President, a Vice-President or the Secretary
         of the Corporation. Notice of such meeting and of any annual meeting at
         which holders of Preferred Stock are entitled to vote pursuant to this
         Paragraph (C)(iii) shall be given to each holder of record of Preferred
         Stock by mailing a copy of such notice to him at his last address as
         the same appears on the books of the Corporation. Such meeting shall be
         called for a time not earlier than 20 days and not later than 60 days
         after such order or request or in default of the calling of such
         meeting within 60 days after such order or request, such meeting may be
         called on similar notice by any stockholder or stockholders owning in
         the aggregate not less than ten percent (10%) of the total number of
         shares of Preferred Stock outstanding. Notwithstanding the provisions
         of this Paragraph (C)(iii), no such special meeting shall be called
         during the period


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         within 60 days immediately preceding the date fixed for the next annual
         meeting of the stockholders.

                           (iv) In any default period, the holders of Common
         Stock, and other classes of stock of the Corporation if applicable,
         shall continue to be entitled to elect the whole number of Directors
         until the holders of Preferred Stock shall have exercised their right
         to elect two (2) Directors voting as a class, after the exercise of
         which right (x) the Directors so elected by the holders of Preferred
         Stock shall continue in office until their successors shall have been
         elected by such holders or until the expiration of the default period,
         and (y) any vacancy in the Board of Directors may (except as provided
         in Paragraph (C)(ii) of this Section 3) be filled by vote of a majority
         of the remaining Directors theretofore elected by the holders of the
         class of stock which elected the Director whose office shall have
         become vacant. References in this Paragraph (C) to Directors elected by
         the holders of a particular class of stock shall include Directors
         elected by such Directors to fill vacancies as provided in clause (y)
         of the foregoing sentence.

                           (v) Immediately upon the expiration of a default
         period, (x) the right of the holders of Preferred Stock as a class to
         elect Directors shall cease, (y) the term of any Directors elected by
         the holders of Preferred Stock as a class shall terminate, and (z) the
         number of Directors shall be such number as may be provided for in the
         certificate of incorporation or by-laws irrespective of any increase
         made pursuant to the provisions of Paragraph (C)(ii) of this Section 3
         (such number being subject, however, to change thereafter in any manner
         provided by law or in the certificate of incorporation or by-laws). Any
         vacancies in the Board of Directors effected by the provisions of
         clauses (y) and (z) in the preceding sentence may be filled by a
         majority of the remaining Directors.

                  (D) Except as set forth herein, holders of Series A Junior
Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

                  Section 4.  Certain Restrictions.

                  (A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Junior Participating Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not


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declared, on shares of Series A Junior Participating Preferred Stock outstanding
shall have been paid in full, the Corporation shall not

                                      (i) declare or pay dividends on, make any
         other distributions on, or redeem or purchase or otherwise acquire for
         consideration any shares of stock ranking junior (either as to
         dividends or upon liquidation, dissolution or winding up) to the Series
         A Junior Participating Preferred Stock;

                                      (ii) declare or pay dividends on or make
         any other distributions on any shares of stock ranking on a parity
         (either as to dividends or upon liquidation, dissolution or winding up)
         with the Series A Junior Participating Preferred Stock, except
         dividends paid ratably on the Series A Junior Participating Preferred
         Stock and all such parity stock on which dividends are payable or in
         arrears in proportion to the total amounts to which the holders of all
         such shares are then entitled;

                                      (iii) redeem or purchase or otherwise
         acquire for consideration shares of any stock ranking on a parity
         (either as to dividends or upon liquidation, dissolution or winding up)
         with the Series A Junior Participating Preferred Stock, provided that
         the Corporation may at any time redeem, purchase or otherwise acquire
         shares of any such parity stock in exchange for shares of any stock of
         the Corporation ranking junior (either as to dividends or upon
         dissolution, liquidation or winding up) to the Series A Junior
         Participating Preferred Stock; or

                                      (iv) purchase or otherwise acquire for
         consideration any shares of Series A Junior Participating Preferred
         Stock, or any shares of stock ranking on a parity with the Series A
         Junior Participating Preferred Stock, except in accordance with a
         purchase offer made in writing or by publication (as determined by the
         Board of Directors) to all holders of such shares upon such terms as
         the Board of Directors, after consideration of the respective annual
         dividend rates and other relative rights and preferences of the
         respective series and classes, shall determine in good faith will
         result in fair and equitable treatment among the respective series or
         classes.

                  (B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under Paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.


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                  Section 5. Reacquired Shares. Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the Corporation
in any manner whatsoever shall be retired and canceled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and restrictions on issuance
set forth herein.

                  Section 6. Liquidation, Dissolution or Winding Up. (A) Upon
any liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Series A Junior Participating Preferred Stock
shall have received $16,000.00 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment (the "Series A Liquidation Preferred"). Following the payment of
the full amount of the Series A Liquidation Preferred, no additional
distributions shall be made to the holders of shares of Series A Junior
Participating Preferred Stock unless, prior thereto, the holders of shares of
Common Stock shall have received an amount per share (the "Common Adjustment")
equal to the quotient obtained by dividing (i) the Series A Liquidation
Preferred by (ii) 100 (as appropriately adjusted as set forth in subparagraph
(C) below to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in clause (ii),
the "Adjustment Number"). Following the payment of the full amount of the Series
A Liquidation Preferred and the Common Adjustment in respect of all outstanding
shares of Series A Junior Participating Preferred Stock and Common Stock,
respectively, holders of Series A Junior Participating Preferred Stock and
holders of shares of Common Stock shall receive their ratable and proportionate
share of the remaining assets to be distributed in the ratio of the Adjustment
Number to 1 with respect to such Preferred Stock and Common Stock, on a per
share basis, respectively.

                  (B) In the event, however, that there are not sufficient
assets available to permit payment in full of the Series A Liquidation Preferred
and the liquidation preferences of all other series of preferred stock, if any,
which rank on a parity with the Series A Junior Participating Preferred Stock,
then such remaining assets shall be distributed ratably to the holders of such
parity shares in proportion to their respective liquidation preferences. In the
event, however, that there are not sufficient assets available to permit payment
in full of the Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.


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                  (C) In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

                  Section 7. Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case the shares
of Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Junior Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  Section 8. No Redemption. No shares of Series A Junior
Participating Preferred Stock shall be redeemable without the express consent of
the record holder thereof.

                  Section 9. Ranking. The Series A Junior Participating
Preferred Stock shall rank junior to all other series of the Corporation's
Preferred Stock as to the payment of dividends and the distribution of assets,
unless the terms of such series shall provide otherwise.

                  Section 10. Amendment. At any time when any shares of Series A
Junior Participating Preferred Stock are outstanding, neither the Amended and
Restated Certificate of Incorporation of the Corporation nor this Certificate of
Designation shall be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Junior
Participating Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of a majority or more of the outstanding shares
of Series A Junior Participating Preferred Stock, voting separately as a class.


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                  Section 11. Fractional Shares. Series A Junior Participating
Preferred Stock may be issued in fractions of a share which shall entitle the
holder, in proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to have the benefit
of all other rights of holders of Series A Junior Participating Preferred Stock.

                  IN WITNESS WHEREOF, we have executed and subscribed this
Certificate and do affirm the foregoing as true under the penalties of perjury
this 9th day of December, 1996.



                                 GARY G. MICHAEL
                                 ---------------
                                 Gary G. Michael
                                 Chairman of the Board and
                                 Chief Executive Officer

Attest:


KAYE L. O'RIORDAN
-----------------
Kaye L. O'Riordan
Secretary


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