Exhibit 10.14.1


                                 FIRST AMENDMENT
                                     TO THE
                                ALBERTSON'S, INC.
                           EXECUTIVE ASRE MAKEUP PLAN


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

                                    RECITALS

     Whereas, the Corporation  established the Albertson's Executive ASRE Makeup
Plan effective September 26, 1999 (the Plan");

     Whereas, the Corporation, pursuant to Section 9.1 of the Plan, retained the
right to amend the Plan and Section 9.1 provides that the Plan may be amended by
the Grantor Trust Committee ("Committee") appointed by the Board of Directors of
Albertson's,  Inc.  ("Board"),  and the Board has granted the authority to amend
the Plan to the  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.

                                    AMENDMENT

     The Plan is amended, as of May 1, 2001, in the following respects:

1.   The last sentence of Section 6.1 shall be amended to read as follows:

     A Participant may select any or all of the following  distribution  events:
     (a) termination of employment, (b) Total Disability and (c) attainment of a
     specified age on or after age 59 1/2.

2.   A new sentence shall be added to Section 6.1 which shall read as follows:

     Notwithstanding the foregoing,  distributions shall begin no later than the
     year in which the Participant attains age 65.

3.   Section 6.3(a) shall be amended to read as follows:

     Except as  otherwise  provided  in this  Section  6.3,  the  entire  amount
     credited  to a  Participant's  Account  shall be paid in one or more of the
     following  forms  selected on the  Participant's  distribution  form: (i) a
     single lump sum,  (ii) a 5-year  payout in 60  approximately  equal monthly
     installments or 5 (five) equal annual  installments,  but not both, (iii) a
     10-year payout in 120 approximately equal monthly  installments or 10 (ten)
     equal annual  installments,  but not both, or (iv) a 15-year  payout in 180
     approximately equal monthly  installments or 15 equal annual  installments,
     but  not  both,   or  a   combination   of  the  foregoing  to  the  extent
     administratively   practicable  as  the  Participant  shall  elect  in  any

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     distribution form, provided,  however, that in the absence of such election
     in  any  distribution   form,  the  respective   amounts  credited  to  the
     Participant's  Account shall be payable in 120 approximately  equal monthly
     installments.  If  installment  payments are elected,  the Account shall be
     amortized  with an assumed  Rate of Return of six  percent  (6%) unless the
     Participant  selects,  and the Committee  approves,  an alternative assumed
     Rate of  Return.  As of each  January 1, the  amount to be  distributed  in
     installment  payments for that year shall be determined  by amortizing  the
     Participant's  Account  balance as of the  preceding  December  31 over the
     remainder of the installment period, using the assumed Rate of Return which
     was fixed under the  preceding  sentence at the time  installment  payments
     were elected.  The Participant  shall not be entitled to select a different
     form  of  distribution   with  respect  to  the  amounts  credited  to  the
     Participant's  Account in each Plan Year.  Instead,  the distribution  form
     selected  by the  Participant  shall  apply to the  entire  balance  of the
     Participant's  Account. The Participant may modify the form of distribution
     or the time of commencement;  provided that such  modification is made on a
     validly  executed  and timely  filed  distribution  form at least 12 months
     prior  to  the  date  on  which  the   modification  is  to  be  effective.
     Notwithstanding  the foregoing,  distribution of the  Participant's  entire
     Account  balance  must be  completed  no  later  than  the  fifteenth  year
     following the year in which distributions first commenced

4.   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/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
     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,  this  instrument  has  been  duly  executed  by  the
undersigned as of May 25, 2001.


                                       ALBERTSON'S, INC.



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





makeupamdt2.doc