Exhibit 10.28.1




                                                                [EXECUTION COPY]


                               AMENDMENT AGREEMENT

          This  AMENDMENT  AGREEMENT  (this  "Agreement")  is entered into as of
March 15,  2001 by and among  Albertson's,  Inc.,  a Delaware  corporation  (the
"Company"),   the  several  financial   institutions  party  to  this  Agreement
(individually,  a "Bank" and,  collectively,  the "Banks"), and Bank of America,
N.A., as Swingline Bank and as administrative  agent for itself,  the Designated
Bidders 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 in effect as of the date
of this Agreement,  the "Credit Agreement")  providing for a multiyear revolving
credit facility; and

          WHEREAS,  the parties  hereto desire to amend the Credit  Agreement as
set forth herein, subject to the terms and conditions of this Agreement;

          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 Agreement", "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 hereby.

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

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  satis-
faction of the conditions set forth in Section 4 (the "Effective Date"):

     (a) Amendments  to  Article I of the Credit  Agreement.  The term  "364-Day
Credit  Agreement"  defined in the Credit  Agreement  shall mean the Amended and
Restated Credit Agreement dated as of the date hereof,  among the Company,  BofA
as agent, and the other financial  institutions  party thereto,  providing for a
364 day revolving credit facility.

<PAGE>






     (b) Amendment  to Annex I of the  Credit  Agreement.  Annex I of the Credit
Agreement  is  replaced in its  entirety  by Annex I (Amended)  attached to this
Agreement.

     (c) Amendment to Schedule 10.02 of the Credit Agreement.  Schedule 10.02 of
the Credit  Agreement is replaced in its entirety by Schedule 10.02 (Amended) of
this Agreement.

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
Agreement and the Credit Agreement (as amended by this Agreement) 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 Agreement and the Credit  Agreement (as amended by this Agreement)
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  February 3, 2000,  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  Agreement  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 Agreement  shall be subject to
the satisfaction of each of the following conditions precedent:

                                       2
<PAGE>






          (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 Agreement.

          (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  any costs and  expenses
payable under Section 5(g) of this  Agreement  (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 copy of the
resolutions passed by the board of directors of the Company, certified as of the
Effective  Date by the  Secretary  or an  Assistant  Secretary  of such  Person,
authorizing  the execution,  delivery and  performance of this Agreement and the
Credit Agreement (as amended by this Agreement).

          (4) The Agent  shall have  received  an  opinion of Thomas R.  Saldin,
Executive Vice-President and General Counsel to the Company, dated the Effective
Date  and  addressed  to  the  Agent  and  the  Banks,  in  form  and  substance
satisfactory to the Agent and the Banks.

          (5) The Agent  shall have  received a  favorable  opinion of  Brobeck,
Phleger & Harrison LLP, special counsel to the Agent,  dated as of the Effective
Date.

          (6) 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.

          (7) The  representations and warranties in Section 3 of this Agreement
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 Agreement 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 Agreement) 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 Agreement 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.


                                       3
<PAGE>






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

     (c) This  Agreement  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 Agreement 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  Agreement  contains  the entire and  exclusive  agreement  of the
parties hereto with reference to the matters  discussed  herein.  This Agreement
supersedes  all prior  drafts  and  communications  with  respect  hereto.  This
Agreement 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 Agreement  shall be deemed  prohibited
by or invalid under any  applicable  law, such  provision  shall be  invalidated
without  affecting  the  remaining  provisions  of this  Agreement,  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 Agreement.

                            [Signature pages follow]



                                       4
<PAGE>



          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement 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: _______________________________
                                          Title: ____________________________



                                          BANK OF AMERICA, N.A., as
                                          Administrative Agent

                                          By: _______________________________
                                          Title: ____________________________

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

                                          By: _______________________________
                                          Title: ____________________________



                                          BANK ONE, NA, as Documentation Agent
                                          and as a Bank

                                          By: _______________________________
                                          Title: ____________________________



                                          WACHOVIA BANK, N.A., as Syndication
                                          Agent and as a Bank

                                          By: _______________________________
                                          Title: ____________________________



<PAGE>



                                          BANCA DI ROMA, SAN FRANCISCO BRANCH

                                          By: _______________________________
                                          Title: ____________________________



                                          THE BANK OF NEW YORK

                                          By: _______________________________
                                          Title: ____________________________



                                          BANK OF OKLAHOMA, N.A.

                                          By: _______________________________
                                          Title: ____________________________



                                          FIRST UNION NATIONAL BANK

                                          By: _______________________________
                                          Title: ____________________________



                                          THE HUNTINGTON NATIONAL BANK

                                          By: _______________________________
                                          Title: ____________________________



<PAGE>



                                          INTERNATIONAL BANK OF COMMERCE

                                          By: _______________________________
                                          Title: ____________________________



                                          KEYBANK NATIONAL ASSOCIATION

                                          By: _______________________________
                                          Title: ____________________________



                                          THE NORTHERN TRUST COMPANY

                                          By: _______________________________
                                          Title: ____________________________



                                          SOUTHTRUST BANK, N.A.

                                          By: _______________________________
                                          Title: ____________________________



                                          SUNTRUST BANK

                                          By: _______________________________
                                          Title: ____________________________



<PAGE>



                                          UMB BANK, N.A.

                                          By: _______________________________
                                          Title: ____________________________



                                          UNION BANK OF CALIFORNIA, N.A.

                                          By: _______________________________
                                          Title: ____________________________



                                          US BANK NATIONAL ASSOCIATION

                                          By: _______________________________
                                          Title: ____________________________



                                          WELLS FARGO BANK, N.A.

                                          By: _______________________________
                                          Title: ____________________________



                                          MERRILL LYNCH BANK USA

                                          By: _______________________________
                                          Title: ____________________________









<PAGE>


                                ANNEX I (AMENDED)

                                  PRICING GRID

Applicable Margin and Applicable Fee Amount (Facility Fee): The Facility Fee and
the Applicable  Margin for Offshore Rate Committed Loans and Base Rate Committed
Loans shall be, at any time,  the rate per annum set forth in the tables  below.
"Indebtedness Rating" means the long term unsecured senior,  non-credit enhanced
debt  rating of the  Company  by  Standard  & Poor's  Ratings  Group or  Moody's
Investors  Service Inc. (in the case of a split  rating,  the higher rating will
apply,  unless the split  results in a  difference  of more than one rating,  in
which case the rating one rating  below the  highest  rating  will  apply).  Any
change in the  Applicable  Margin or Applicable  Fee Amount for the Facility Fee
shall become  effective  five  Business  Days after any public  announcement  of
Indebtedness Rating requiring such a change.

<TABLE>
<CAPTION>
------------------------------ ---------------------- ------------------------- -----------------------------
        Indebtedness                                          Offshore
           Rating                  Facility Fee             Rate Spread               Base Rate Spread
------------------------------ ---------------------- ------------------------- -----------------------------
<S>                            <C>                    <C>                       <C>

         => A or A2                   8.0 bps                 17.0 bps                     0 bps
------------------------------ ---------------------- ------------------------- -----------------------------

         => A- or A3                  9.0 bps                 28.5 bps                     0 bps
------------------------------ ---------------------- ------------------------- -----------------------------

       => BBB+ or Baa1               10.0 bps                 40.0 bps                     0 bps
------------------------------ ---------------------- ------------------------- -----------------------------

       => BBB or Baa2                12.5 bps                 50.0 bps                     0 bps
------------------------------ ---------------------- ------------------------- -----------------------------

       <= BBB- or Baa3               20.0 bps                 80.0 bps                     0 bps
------------------------------ ---------------------- ------------------------- -----------------------------
</TABLE>


Applicable Fee Amount (Utilization Fee): The Utilization Fee applicable to Loans
shall  be,  at any  time,  the rate per  annum  set  forth in the  table  below,
determined in accordance with usage:

              -------------------------- -----------------------
                      Facility               Utilization Fee
                       Usage %
              -------------------------- -----------------------

                         50%                    12.5 bps
              -------------------------- -----------------------

If usage shall equal or exceed the applicable  percentage  specified  above, the
utilization fee corresponding to such percentage shall apply with respect to all
outstanding Loans.



                              Annex I (Amended) -1.

<PAGE>


                            SCHEDULE 10.02 (AMENDED)

             PAYMENT OFFICES; ADDRESSES FOR NOTICES; LENDING OFFICES

COMPANY

Address for Notices:

Albertson's, Inc.
250 Park Center Blvd.
Box 20
Boise, Idaho  83726
Attention:      Finance Department
Telephone:      (208) 395-6534
Facsimile:      (208) 395-6631

BANK OF AMERICA, N.A.
  as Agent

Notices for Borrowing, Conversions/Continuations, and Payments:

Bank of America, N.A.
Mail Code:  CA4-706-05-09
Agency Services
1850 Gateway Boulevard
Concord, California  94520
Attention:      Jeff Khamsivone
Telephone:      (925) 675-8432
Facsimile:      (925) 969-2869

Other Notices:

Bank of America, N.A.
Retail Industry Group
Mail Code:  IL1-231-09-44
231 South LaSalle Street
Chicago, IL  60697
Attention:      Bridget Garavalia
Telephone:      (312) 828-1259
Facsimile:      (312) 828-6269


                             S-10.02 (Amended) -1.

<PAGE>


Agent's Payment Office:

Bank of America, N.A.
Attention:      Agency Services #5596
Reference:      Albertson's, Inc.
For credit to Acct. No. 3750836479
ABA No. 111000012

BANK OF AMERICA, N.A.
  as a Bank

Domestic and Offshore Lending Office:
(Borrowing Notices, Notices of Conversion/Continuation and Payments)

Bank of America, N.A.
Mail Code: CA4-706-05-09
Agency Services
1850 Gateway Boulevard
Concord, California  94520
Attention:      Jeff Khamsivone
Telephone:      (925) 675-8432
Facsimile:      (925) 969-2869

All other Notices:

Bank of America, N.A.
Retail Industry Group
Mail Code: IL1-231-09-44
231 South LaSalle Street
Chicago, IL  60697
Attention:      Bridget Garavalia
Telephone:      (312) 828-1259
Facsimile:      (312) 828-6269

WACHOVIA BANK, N.A.
  as Syndication Agent and as a Bank

Domestic and Offshore Lending Office:
Wachovia Bank, N.A.
191 Peachtree Street NE
MC-GA 370
Atlanta, Georgia  30303
Attention:        Bill Allen
Telephone:        (404) 332-5271
Facsimile:        (404) 332-4320


                             S-10.02 (Amended) -2.

<PAGE>


Notices (other than Borrowing Notice and Notices of Conversion/Continuation):

Wachovia Bank, N.A.
191 Peachtree Street NE
MC-GA 370
Atlanta, Georgia  30303
Attention:        John A. Whitner
Telephone:        (404) 332-6738
Facsimile:        (404) 332-6898

BANK ONE, NA
  as Documentation Agent and as a Bank

Domestic and Offshore Lending Office:

Bank One, NA
1 Bank One Plaza
IL1-0088, 14th Floor
Chicago, Illinois  60670
Attention:        Mike Parisi
Telephone:        (312) 732-8588
Facsimile:        (312) 732-2715

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Bank One, NA
1 Bank One Plaza
IL1-0086, 14th Floor
Chicago, Illinois  60670
Attention:        Paul E. Rigby
Telephone:        (312) 732-6132
Facsimile:        (312) 336-4380
E-mail:  paul.rigby@Bankone.com

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

Domestic and Offshore Lending Office:

Wells Fargo Bank, N.A.
707 Wilshire Boulevard, 16th Floor
MAC E28-18-165
Los Angeles, California  90017
Attention:        Matthew Frey
Telephone:        (213) 614-5038
Facsimile:        (213) 614-2305


                             S-10.02 (Amended) -3.

<PAGE>


Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Wells Fargo Bank, N.A.
999 Third Avenue
Seattle, Washington  98104
Attention:        Steve Andersen
Telephone:        (206) 292-3666
Facsimile:        (206) 292-3595

US BANK NATIONAL ASSOCIATION
  as Senior Managing Agent and as a Bank

Domestic and Offshore Lending Office:

U.S. Bank National Association
101 South Capital Boulevard
Boise, Idaho  83702
Attention:        Kathy O'Grady
Telephone:        (503) 275-3805
Facsimile:        (503) 275-8181

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

U.S. Bank National Association
101 South Capital Boulevard
Boise, Idaho  83702
Attention:        James W. Henken
Telephone:        (208) 383-7823
Facsimile:        (208) 383-7563

FIRST UNION NATIONAL BANK
  as Senior Managing Agent and as a Bank

Domestic and Offshore Lending Office:

First Union National Bank
301 South College Street, 4th Floor
Charlotte, North Carolina  28288-0479
Attention:        Todd Tucker
Telephone:        (704) 383-0905
Facsimile:        (704) 383-7999


                             S-10.02 (Amended) -4.

<PAGE>


Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

First Union National Bank
One First Union Center
Charlotte, North Carolina  28288
Attention:        Mike Grady
Telephone:        (704) 383-7514
Facsimile:        (704) 383-7236

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

Domestic and Offshore Lending Office:

Union Bank of California, N.A.
Commercial Customer Service Unit
1980 Saturn Street
Monterey Park, California  91755
Attention:        Ruby Gonzales
Telephone:        (323) 720-7055
Facsimile:        (323) 724-6198

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Union Bank of California, N.A.
350 California Street, 6th Floor
San Francisco, California  94104
Attention:        Timothy P. Streb
Telephone:        (415) 705-7021
Facsimile:        (415) 705-7085

THE NORTHERN TRUST COMPANY
  as Managing Agent and as a Bank

Domestic and Offshore Lending Office:

The Northern Trust Company
50 South LaSalle
Chicago, Illinois  60675
Attention:        Linda Honda
Telephone:        (312) 444-3532
Facsimile:        (312) 630-1566


                             S-10.02 (Amended) -5.

<PAGE>


Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

The Northern Trust Company
50 South LaSalle
Chicago, Illinois  60675
Attention:        Patrick J. Connelly
Telephone:        (312) 444-5048
Facsimile:        (312) 444-5055


THE BANKS

SUNTRUST BANK, CENTRAL FLORIDA, N.A.

Domestic and Offshore Lending Office:

Suntrust Bank, Central Florida, N.A.
200 South Orange Avenue
Orlando, Florida  32801
Attention:        Joanna Contreras
Telephone:        (407) 237-5283
Facsimile:        (407) 237-5342

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Suntrust Bank, Central Florida, N.A.
303 Peachtree Street, 3rd Floor
Atlanta, Georgia  30308
Attention:        Ann Ford
Telephone:        (407) 724-3899
Facsimile:        (407) 827-6270

KEYBANK NATIONAL ASSOCIATION

Domestic and Offshore Lending Office:

KeyBank National Association
831 East Parkcenter Boulevard
Boise, Idaho  88705
Attention:        Specialty Services Team
Telephone:        (800) 297-5518
Facsimile:        (800) 297-5495


                             S-10.02 (Amended) -6.

<PAGE>


Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

KeyBank National Association
700 Fifth Avenue
WA31-10-4612
Seattle, Washington  98104
Attention:        Patrick Kennedy
Telephone:        (206) 684-6079
Facsimile:        (206) 684-6035

THE HUNTINGTON NATIONAL BANK

Domestic and Offshore Lending Office:

The Huntington National Bank
7450 Huntington Park Drive
Mail Code HZ0338
Columbus, Ohio  43235
Attention:        Alla Kier
Telephone:        (614) 480-1200
Facsimile:        (614) 480-2533

Notices (other than Borrowing Notice and Notices of Conversion/Continuation):

The Huntington National Bank
240 South Pineapple Avenue
Mail Code FL631
Sarasota, Florida 34236
Attention:        James C. Wardlaw
Telephone:        (941) 951-4686
Facsimile:        (941) 951-4659

THE BANK OF NEW YORK

Domestic and Offshore Lending Office:

The Bank of New York
One Wall Street, 8th Floor
New York, New York  10286
Attention:        Charlotte Sohn
Telephone:        (212) 635-7869
Facsimile:        (212) 635-1481/1483



                             S-10.02 (Amended) -7.

<PAGE>


Notices (other than Borrowing Notice and Notices of Conversion/Continuation):

The Bank of New York
One Wall Street, 8th Floor
New York, New York  10286
Attention:        Charlotte Sohn
Telephone:        (212) 635-7869
Facsimile:        (212) 635-1481/1483

INTERNATIONAL BANK OF COMMERCE

Domestic and Offshore Lending Office:

International Bank of Commerce
130 East Travis
San Antonio, Texas  78205
Attention:        Christine D. McCullar
Telephone:        (210) 518-2507
Facsimile:        (210) 518-2591

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

International Bank of Commerce
130 East Travis
San Antonio, Texas  78205
Attention:        Thomas Travis
Telephone:        (210) 518-2502
Facsimile:        (210) 518-2590

UMB BANK, N.A.

Domestic and Offshore Lending Office:

UMB Bank, n.a.
1010 Grand Boulevard
Kansas City, Missouri  64106
Attention:        Vaughnda Ritchie
Telephone:        (816) 860-7019
Facsimile:        (816) 860-3772



                             S-10.02 (Amended) -8.

<PAGE>


Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

UMB Bank, n.a.
1010 Grand Boulevard
Kansas City, Missouri  64106
Attention:        David A. Proffitt
Telephone:        (816) 860-7935
Facsimile:        (816) 860-7143

SOUTHTRUST BANK

Domestic and Offshore Lending Office:

SouthTrust Bank
600 West Peachtree Street, 27th Floor
Atlanta, Georgia  30308
Attention:        Robert M. Searson
Telephone:        (404) 853-5754
Facsimile:        (404) 853-5766

Notices (other than Borrowing Notice and Notices of Conversion/Continuation):

SouthTrust Bank
600 West Peachtree Street, 27th Fl
Atlanta, Georgia  30308
Attention:        Donna King
Telephone:        (404) 853-5763
Facsimile:        (404) 853-5766

BANCA DI ROMA, SAN FRANCISCO BRANCH

Domestic and Offshore Lending Office:

Banca di Roma, San Francisco Branch
One Market
Steuart Tower, Suite 1000
San Francisco, California  94105
Attention:        Richard G. Dietz
Telephone:        (415) 977-7320
Facsimile:        (415) 357-9869



                             S-10.02 (Amended) -9.

<PAGE>


Notices (other than Borrowing Notice and Notices of Conversion/Continuation):

Banca di Roma, San Francisco Branch
One Market
Steuart Tower, Suite 1000
San Francisco, California  94105
Attention:        Thomas C. Woodruff
Telephone:        (415) 977-7308
Facsimile:        (415) 357-9869

BANK OF OKLAHOMA, N.A.

Domestic and Offshore Lending Office:

Bank Of Oklahoma, N.A.
P.O. Box 2300
Tulsa, Oklahoma  74192
Attention:        Sharon Shannon
Telephone:        (918) 588-6335
Facsimile:        (918) 588-8231

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Bank Of Oklahoma, N.A.
One Williams Tower
Tulsa, Oklahoma  74192
Attention:        Jane Faulkenberry
Telephone:        (918) 588-6272
Facsimile:        (918) 588-8231

MERRILL LYNCH BANK USA

Domestic and Offshore Lending Office:

Merrill Lynch Bank USA
15 W. South Temple
Suite 300
Salt Lake City, UT 84101
Attention:        Frank Stepan
Telephone:        (801) 526-8316
Facsimile:        (801) 521-6466



                             S-10.02 (Amended) -10.

<PAGE>


Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Merrill Lynch Bank USA
15 W. South Temple
Suite 300
Salt Lake City, UT 84101
Attention:        Butch Alder
Telephone:        (801) 526-8324
Facsimile:        (801) 526-6466



































                             S-10.02 (Amended) -11.