EXHIBIT 10.29.1
                                                               Execution Version


                    FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

     This FIRST  AMENDMENT  TO  Amended  and  Restated  Credit  Agreement  (this
"Amendment") is entered into as of February 19, 2004, among Albertson's, Inc., a
Delaware corporation (the "Company"),  the several financial  institutions party
to this Amendment (individually,  a "Bank" and, collectively, the "Banks"), Bank
One, NA, as syndication agent (in such capacity, the "Syndication Agent"), Union
Bank of California, N.A. and Wells Fargo Bank, N.A., as documentation agents (in
such  capacity,  the  "Documentation  Agents")  and Bank of  America,  N.A.,  as
administrative agent for itself and the Banks (in such capacity, the "Agent").

     WHEREAS,  the Company, the Banks party thereto and the Agent entered into a
Credit Agreement dated as of March 22, 2000, as amended and restated as of March
15, 2001, as amended and restated as of March 13, 2002,  as further  modified by
certain consents  effective as of June 14, 2002 and July 5, 2002,  respectively,
and as amended and  restated as of March 7, 2003 (as in effect as of the date of
this Amendment, the "Credit Agreement") providing for a 364-day revolving credit
facility; and

     WHEREAS, the parties hereto desire to amend the Credit Agreement subject to
the terms and conditions of this Amendment;

     NOW, THEREFORE, the parties hereto agree as follows:

1. Definitions; References; Interpretation.

     (a) Unless  otherwise  specifically  defined herein,  each term used herein
(including  in the  Recitals  hereof)  which is defined in the Credit  Agreement
shall have the meaning assigned to such term in the Credit Agreement.

     (b) Each reference to "this Amendment", "hereof", "hereunder", "herein" and
"hereby" and each other similar reference contained in the Credit Agreement, and
each reference to "the Credit Agreement" and each other similar reference in the
other Loan  Documents,  shall from and after the  Effective  Date (as defined in
subsection 2) refer to the Credit Agreement as amended and restated hereby.

     (c) The rules of  interpretation  set forth in  Section  1.02 of the Credit
Agreement shall be applicable to this Amendment.

2. Amendments to Credit Agreement.  Subject to the terms and conditions  hereof,
the  Credit  Agreement  is  amended  as  follows,  effective  as of the  date of
satisfaction of the conditions set forth in Section 4 (the "Effective Date"):

     (a) Amendments to Article I of the Credit Agreement.

          (1) The definition of "Revolving  Termination  Date" is amended in its
     entirety  to provide as  follows:  "Revolving  Termination  Date" means the
     earlier to occur of:


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               (a) July 31, 2004,  as the same may be extended from time to time
          pursuant to Section 2.16; and

               (b) the date on which the  Commitments  terminate  in  accordance
          with the provisions of this Agreement.

          (2) The defined term, "Company's 2001 Form 10-K" shall be deleted, and
     a new defined term,  "Company's  2002 Form 10-K" shall be added as follows:

               "Company's  2002 Form 10-K" means the Company's  Annual Report on
          Form 10-K for the fiscal year ended  January 30,  2003,  as filed with
          the SEC pursuant to the Exchange Act.

     Accordingly,  each  reference to  "Company's  2001 Form 10-K" in the Credit
Agreement  shall be deemed to refer to  "Company's  2002  Form  10-K,"  and each
reference  to January  31, 2002 in  Sections  1.01,  4.02 and 5.10 of the Credit
Agreement shall be deemed to refer to January 30, 2003.

     (b) Amendments to Article V of the Credit Agreement.  The two references to
"October 31, 2002" in Section  5.10(b) of the Credit  Agreement shall be deleted
and replaced by "October 30, 2003" for each such reference.

     (c)  Amendments  to  Article  VI of the  Credit  Agreement.  The  following
paragraph shall be added to the end of Section 6.01 of the Credit Agreement:

               Documents required to be delivered pursuant to Section 6.01(a) or
          (b) or Section  6.01(f) or (g) (to the extent any such  documents  are
          included in materials  otherwise  filed with the SEC) may be delivered
          electronically  and if so  delivered,  shall be  deemed  to have  been
          delivered on the date (i) on which the Company  posts such  documents,
          or provides a link thereto on the Company's website on the internet at
          http://www.albertsons.com;  or (ii) on which such documents are posted
          on the Company's behalf on an internet or intranet website, if any, to
          which  each Bank and the Agent  have  access  (whether  a  commercial,
          third-party website or whether sponsored by the Agent); provided that:
          (x) the Company shall  deliver  paper copies of such  documents to the
          Agent or any Bank that  requests  the  Company to  deliver  such paper
          copies  until a written  request to cease  delivering  paper copies is
          given by the  Agent  or such  Bank and (y) the  Company  shall  notify
          (which may be by facsimile or electronic mail) the Agent and each Bank
          of the  posting  of any such  documents  and  provide  to the Agent by
          electronic  mail  electronic  versions  (i.e.,  soft  copies)  of such
          documents.   Notwithstanding   anything  contained  herein,  in  every
          instance the Company  shall be required to provide paper copies of the
          Compliance  Certificates  required  by  Section  6.01(c) to the Agent.
          Except  for such  Compliance  Certificates,  the Agent  shall  have no
          obligation  to  request  the  delivery  or to  maintain  copies of the
          documents   referred  to  above,  and  in  any  event  shall  have  no
          responsibility  to monitor  compliance  by the  Company  with any such
          request for delivery,  and each Bank shall be solely  responsible  for
          requesting delivery to it or maintaining its copies of such documents.
          Notwithstanding   anything  to  the  contrary  in  Section  10.05,  no
          Indemnified  Person  shall be liable for any damages  arising from the
          use by others of any information or other materials  obtained  through
          IntraLinks  or  other  similar  information  transmission  systems  in
          connection with this Agreement.

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3. Representations and Warranties. The Company hereby represents and warrants to
the Agent and the Banks as follows:

     (a) No Default or Event of Default has occurred and is continuing (or would
result from the amendment of the Credit Agreement contemplated hereby).

     (b)  The  execution,  delivery  and  performance  by the  Company  of  this
Amendment and the Credit Agreement (as amended by this Amendment) have been duly
authorized by all  necessary  corporate and other action and do not and will not
require any  registration  with,  consent or approval of, or notice to or action
by, any Person  (including any Governmental  Authority) in order to be effective
and enforceable.

     (c) This Amendment and the Credit  Agreement (as amended by this Amendment)
constitute the legal, valid and binding obligations of the Company,  enforceable
against it in accordance with their respective terms.

     (d) All  representations  and  warranties  of the Company  contained in the
Credit Agreement are true and correct (except to the extent such representations
and warranties  expressly  refer to an earlier date, in which case they shall be
true and correct as of such  earlier  date and except that this  subsection  (d)
shall be deemed  instead to refer to (x) the last day of the most recent quarter
and year for which financial  statements  have then been  delivered;  (y) to the
most recent Form 10-K and Forms 10-Q filed  subsequently  thereto by the Company
with the SEC, in respect of the  representations  and warranties made in Section
5.05 of the Credit Agreement;  and (z) to the most recent Form 10-K filed by the
Company with the SEC, in respect of the  representations  and warranties made in
Section 5.10(a) of the Credit Agreement).

     (e) There has occurred  since  January 30, 2003 (except as disclosed in any
public filings since such date), no event or  circumstance  that has resulted or
could reasonably be expected to result in a Material Adverse Effect.

     (f) The Company is  entering  into this  Amendment  on the basis of its own
investigation  and for its own reasons,  without reliance upon the Agent and the
Banks or any other Person.

     (g) The  Company's  obligations  under the Credit  Agreement  and under the
other Loan  Documents  are not subject to any  defense,  counterclaim,  set-off,
right of recoupment, abatement or other claim.

4. Conditions of Effectiveness.

     (a) The  effectiveness  of Section 2 of this Amendment  shall be subject to
the satisfaction of each of the following conditions precedent:

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          (1) The Agent  shall have  received  from the  Company and each of the
     Banks a duly executed  original  (or, if elected by the Agent,  an executed
     facsimile copy) of this Amendment.

          (2) The Agent shall have  received  evidence of payment by the Company
     of all fees,  costs and expenses due and payable as of the  Effective  Date
     hereunder and under the Credit  Agreement,  including  such fees payable to
     the Banks as separately  agreed,  and any costs and expenses  payable under
     Section 5(g) of this Amendment  (including the Agent's  Attorney  Costs, to
     the extent invoiced on or prior to the Effective Date).

          (3) The Agent shall have received  from the Company a  certificate  of
     the  Secretary  or  Assistant  Secretary  of the  Company,  dated as of the
     Effective  Date,  stating that the copy of the  resolutions  adopted by the
     board of  directors  of the Company on December 6, 2000 and attached to the
     certificate  of the Secretary of the Company  delivered in connection  with
     the Credit  Agreement  have not been  amended  and remain in full force and
     effect.

          (4) The Agent shall have  received all other  documents it or any Bank
     may reasonably request relating to any matters relevant hereto, all in form
     and substance satisfactory to the Agent and each Bank.

          (5) The  representations and warranties in Section 3 of this Amendment
     shall be true and  correct  on and as of the  Effective  Date with the same
     effect as if made on and as of the Effective Date.

     (b) For purposes of determining compliance with the conditions specified in
Section 4(a), each Bank that has executed this Amendment shall be deemed to have
consented to,  approved or accepted,  or to be satisfied  with, each document or
other matter either sent, or made available for inspection, by the Agent to such
Bank for consent, approval,  acceptance or satisfaction,  or required thereunder
to be consented to or approved by or acceptable or satisfactory to such Bank.

     (c) From and after the Effective  Date, the Credit  Agreement is amended as
set forth herein.  The Credit Agreement (as amended by this Amendment) is hereby
ratified and confirmed in all respects.

     (d) The Agent will notify the Company  and the Banks of the  occurrence  of
the Effective Date.

5. Miscellaneous.

     (a) The Company  acknowledges and agrees that the execution and delivery by
the Agent and the Banks of this Amendment shall not be deemed to create a course
of dealing or an obligation to execute similar amendments or provide any waivers
or other amendments under the same or similar circumstances in the future.

     (b) This  Amendment  shall be binding  upon and inure to the benefit of the
parties hereto and thereto and their respective successors and assigns.


sf-1625869                             4.

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     (c) This  Amendment  shall be governed by and construed in accordance  with
the law of the State of New York;  provided  that the Agent and the Banks  shall
retain all rights arising under Federal law.

     (d) This Amendment may be executed in any number of  counterparts,  each of
which shall be deemed an  original,  but all such  counterparts  together  shall
constitute  but  one  and  the  same  instrument.  Each  of the  parties  hereto
understands  and agrees  that this  document  (and any other  document  required
herein) may be delivered by any party thereto  either in the form of an executed
original or an executed  original sent by facsimile  transmission to be followed
promptly by mailing of a hard copy original,  and that receipt by the Agent of a
facsimile  transmitted  document  purportedly bearing the signature of a Bank or
the Company  shall bind such Bank or the  Company,  respectively,  with the same
force and effect as the  delivery  of a hard copy  original.  Any failure by the
Agent to receive  the hard copy  executed  original of such  document  shall not
diminish the binding  effect of receipt of the  facsimile  transmitted  executed
original of such  document of the party whose hard copy page was not received by
the Agent.

     (e) This  Amendment  contains  the entire and  exclusive  agreement  of the
parties hereto with reference to the matters  discussed  herein.  This Amendment
supersedes  all prior  drafts  and  communications  with  respect  hereto.  This
Amendment may not be amended except in accordance with the provisions of Section
10.01 of the Credit Agreement.

     (f) If any term or provision of this Amendment  shall be deemed  prohibited
by or invalid under any  applicable  law, such  provision  shall be  invalidated
without  affecting  the  remaining  provisions  of this  Amendment,  the  Credit
Agreement or the Loan Documents.

     (g) The Company agrees to pay or reimburse BofA  (including in its capacity
as  Agent),  upon  demand,  for all  reasonable  costs and  expenses  (including
reasonable Attorney Costs) incurred by BofA (including in its capacity as Agent)
in connection  with the  development,  preparation,  negotiation,  execution and
delivery of this Amendment.

                            [Signature pages follow]


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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed and delivered by their proper and duly  authorized  officers as of
the day and year first above written.



                                       ALBERTSON'S, INC.


                                       By:     /s/ John F. Boyd
                                               ---------------------------------
                                       Name:   John F. Boyd

                                       Title:  Group Vice President & Treasurer




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                                       BANK OF AMERICA, N.A., as
                                       Agent and as a Bank


                                       By:     /s/ Dan M. Killian
                                               ---------------------------------
                                       Name:   Dan M. Killian

                                       Title:  Managing Director




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                                       BANK ONE, NA as Syndication Agent
                                       and as a Bank


                                       By:     /s/ Steven P. Sullivan
                                               ---------------------------------
                                       Name:   Steven P. Sullivan

                                       Title:  Director




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<PAGE>





                                       UNION BANK OF CALIFORNIA, N.A.
                                       as Documentation Agent and as a Bank


                                       By:     /s/ Timothy P. Streb
                                               ---------------------------------
                                       Name:   Timothy P. Streb

                                       Title:  Senior Vice President



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                                       WELLS FARGO BANK, N.A.
                                       as Documentation Agent and as a Bank


                                       By:     /s/ Steven J. Anderson
                                               ---------------------------------
                                       Name:   Steven J. Anderson

                                       Title:  Senior Vice President



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                                       BANK OF OKLAHOMA, N.A.


                                       By:     /s/ Jane Faulkenberry
                                               ---------------------------------
                                       Name:   Jane Faulkenberry

                                       Title:  Senior Vice President



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                                       COOPERATIEVE CENTRALE RAIFFEISEN-
                                       BOERENLEENBANK B.A., "RABOBANK
                                       INTERNATIONAL", NEW YORK BRANCH


                                       By:     /s/ John J. McHugh
                                               ---------------------------------
                                       Name:   John J. McHugh

                                       Title:  Executive Director




                                       By:     /s/ Rebecca O. Morrow
                                               ---------------------------------
                                       Name:   Rebecca O. Morrow

                                       Title:  Executive Director



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                                       CREDIT SUISSE FIRST BOSTON
                                       CAYMAN ISLANDS BRANCH


                                       By:     /s/ Bill O'Daly
                                               ---------------------------------
                                       Name:   Bill O'Daly

                                       Title:  Director



                                       By:     /s/ Cassandra Droogan
                                               ---------------------------------
                                       Name:   Cassandra Droogan

                                       Title:  Associate


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                                       KEYBANK NATIONAL ASSOCIATION


                                       By:     /s/ Michael J. Vegh
                                               ---------------------------------
                                       Name:   Michael J. Vegh

                                       Title:  Portfolio Manager



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                                       MERRILL LYNCH BANK USA


                                       By:     /s/ Louis Alder
                                               ---------------------------------
                                       Name:   Louis Alder

                                       Title:  Director



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                                       THE BANK OF NEW YORK


                                       By:     /s/ Randolph E. J. Medrano
                                               ---------------------------------
                                       Name:   Randolph E. J. Medrano

                                       Title:  Vice President



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                                       THE BANK OF NOVA SCOTIA


                                       By:     /s/ Patrick G. Nome
                                               ---------------------------------
                                       Name:   Patrick G. Nome

                                       Title:  Director



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                                       THE NORTHERN TRUST COMPANY


                                       By:     /s/ John P. Brazzale
                                               ---------------------------------
                                       Name:   John P. Brazzale

                                       Title:  Vice President



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                                       TCF NATIONAL BANK


                                       By:     /s/ Judith L. Alligood
                                               ---------------------------------
                                       Name:   Judith L. Alligood

                                       Title:  Vice President



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                                       UMB BANK, N.A.


                                       By:     /s/ David A. Proffitt
                                               ---------------------------------
                                       Name:   David A. Proffitt

                                       Title:  Senior Vice President



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                                       WACHOVIA BANK, NATIONAL ASSOCIATION


                                       By:     /s/ Anthony D. Braxton
                                               ---------------------------------
                                       Name:   Anthony D. Braxton

                                       Title:  Director



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