Exhibit 10.21.3


                                    AMENDMENT
                                     TO THE
                                ALBERTSON'S, INC.
               NON-EMPLOYEE DIRECTORS' 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.  Non-Employee
Directors' Deferred Compensation Plan effective January 1, 1990 ("Plan");

     Whereas,  the Corporation,  pursuant to Section 10.1 of the Plan,  retained
the right to amend the Plan;  Section 10.1 provides that the Plan may be amended
by the Non-Employee  Directors' Deferred Compensation Committee appointed by the
Board of Directors of Albertson's,  Inc.; and the Committee has been granted the
authority to amend the Plan by the Non-Employee Directors' Deferred Compensation
Committee so long as such amendments do not materially alter benefits; and

     Whereas,  the  Committee has  determined  that it is advisable to amend the
Plan in the  manner  hereinafter  set  forth  and that  such  amendments  do not
materially alter benefits.

                                    AMENDMENT

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

1.   The last sentence of Section 6.4 (a) of the Plan shall be amended and a new
     sentence shall be added to the end thereof to read as follows:

     The Participant  may modify the form of the  distribution of all or part of
     the  Participant's  Account,  provided that such  modification is made on a
     validly  executed and timely filed Deferral  Agreement 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
     Account  must be  completed  no  later  than  the  fifteenth  year in which
     distributions commence.

2.   Section 7.1 shall be amended to read as follows:

     The Participant may, at any time,  designate a Beneficiary or Beneficiaries
     to receive  the  benefits  payable in the event of his or her death and may
     designate a successor  Beneficiary or Beneficiaries to receive any benefits
     payable  in  the  event  of  the  death  of  any  other  Beneficiary.  Each
     Beneficiary  designation  shall become effective only when filed in writing
     with the Committee during the  Participant's  lifetime on a form prescribed

<PAGE>

     by the Committee.  The filing of a new  Beneficiary  designation  form will
     cancel all  Beneficiary  designations  previously  filed. If no Beneficiary
     shall be designated by the Participant, or if the designated Beneficiary or
     Beneficiaries   shall  not   survive  the   Participant,   payment  of  the
     Participant's Account shall be made to the Participant's estate in a single
     lump  sum  payment.  Notwithstanding  any  provision  of  this  Plan to the
     contrary,  any  Beneficiary  designation may be changed by a Participant by
     the written filing of such change on a form prescribed by the Committee.

     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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