Exhibit 10.23.1



                                    AMENDMENT
                                     to the
                                ALBERTSON'S, INC.
                        2000 DEFERRED COMPENSATION TRUST

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

                                    RECITALS:

     A.  The  Corporation has  established  the  Albertson's, Inc. 2000 Deferred
Compensation  Trust,  pursuant to a Trust Agreement dated December 15, 1999 (the
"Trust Agreement");

     B.  The Corporation,  pursuant  to  Section  6.01 of the  Trust  Agreement,
retains the right to amend the Trust Agreement;

     C.  The  Corporation  hereby  certifies  to the  Trustee  under  the  Trust
Agreement that the Trust has not become irrevocable;

     D.  Management  Compensation  Group,  Northwest,  LLC, a  Delaware  limited
liability  company  and the  Recordkeeper  as that term is  defined in the Trust
Agreement has certified that the amount or time for payment of any benefit under
the Trust Agreement to any Participant or beneficiary of a deceased  Participant
will not be reduced or adversely  affected by the  amendments  set forth herein;
and

     E.  The Corporation  has determined that it is advisable to amend the Trust
Agreement in the manner hereinafter set forth.




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                                    AMENDMENT

     The Trust Agreement is hereby amended as follows:

1.   The  definition  of the term "Change in Control"  contained in Article I of
     the Trust Agreement is hereby amended

     (i) by replacing  the date "January 1, 2000" with the date "March 15, 2000"
     and by replacing the date "January 2, 2000" with the date "March 16, 2000"

     (ii) by replacing the last sentence thereof with the following sentence:

          "Notwithstanding  the  foregoing,  the  occurrence  of any of the
          foregoing  events  or  transactions  shall  not be deemed to be a
          Change in  Control,  if prior to  consummation  of such  event or
          transaction  the Board of Directors  adopts by vote of a majority
          of the  directors  then in office  (including  a majority  of the
          Continuing Directors with respect to such event or transaction) a
          resolution to the effect that a Change in Control for the purpose
          of  this  Trust  shall  not  be  deemed  to  have  occurred  upon
          consummation of such event or transaction."

2.   Article I of the Trust  Agreement is amended by adding thereto  immediately
     after the definition of the term "Code" the following language:

          "Continuing  Director"  shall mean,  with respect to a particular
          event, transaction or circumstance,  a person who was a member of
          the Board of Directors on March 15,  2000,  and any  successor to
          such  member  who was  recommended  to succeed  such  member by a
          majority of the directors  then in office who either were members
          of the Board of Directors on March 15, 2000, or whose  succession
          was previously so  recommended,  provided that no person shall be
          deemed to be a Continuing  Director  with respect to a particular
          event,   transaction  or   circumstance  if  such  person  is  an
          "affiliate"  or  "associate"  (as  such terms are  defined in the


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<PAGE>

          Securities  Exchange  Act of 1934 and the rules  and  regulations
          promulgated  thereunder)  of any person (other than the Employer)
          who engaged in such event, transaction or circumstance.

3.   The  definition  of the term  "Potential  Change in  Control"  set forth in
     Article I of the Trust Agreement shall be amended

     (i) by replacing  the date "January 1, 2000" with the date "March 15, 2000"
     and by replacing the date "January 2, 2000" with the date "March 16, 2000"

     (ii)  by  deleting  in its  entirety  clause  (c) of  such  definition  and
     inserting in its place the following language:

          "(c) filing or the requirement for filing with the Securities and
          Exchange  Commission  by any  "person" or "group" (as those terms
          are used in Section  13(d) of the Exchange Act) of (i) an initial
          Schedule 13G reflecting  ownership of 10% or more of any class of
          Voting Securities outstanding on the date of such filing, (ii) an
          initial  Schedule  13D,  (iii) any  amendment  to a Schedule  13D
          reflecting  an  increase  in  ownership  of any  class of  Voting
          Securities  equal to or  greater  than 1% of the  amount  of such
          class of Voting Securities outstanding on the date of such filing
          or (iv) any amendment to a Schedule 13G  reflecting  ownership of
          10% or more of any class of Voting Securities  outstanding on the
          date of such filing and an increase in ownership of such class of
          Voting  Securities  equal to or greater  than 2% of the amount of
          such class of Voting  Securities  outstanding on the date of such
          filing,"

     and

     (iii) by deleting  from such  definition  the words "the Board of Directors
     adopts a  resolution  to the effect that a Potential  Change In Control for
     the purpose of this Trust shall not be deemed to have occurred (but only if
     at least a two-thirds  majority of the members of the Board of Directors at
     the time of adoption of such resolution were members  immediately  prior to
     such event or  circumstances)"  and  inserting in their place the following
     words:

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<PAGE>

          "the Board of  Directors  by vote of a majority of the  directors
          then in office (including a majority of the Continuing  Directors
          with respect to such event, transaction or circumstance) adopts a
          resolution  to the effect that a Potential  Change in Control for
          the purpose of this Trust shall not be deemed to have occurred as
          a result of such event, transaction or circumstance."

     Each of the foregoing  amendments shall be deemed to be effective as of the
date of the  creation  of the  Trust,  with  the  intention  that  (i) all  such
amendments shall relate back to such date and shall be retroactively  effective,
(ii) the Trust  Agreement  shall be  construed  as if such  amendments  had been
included in the  document as  originally  executed and (iii) if, but only to the
extent that, any amendment to the Trust Agreement  heretofore effected (a "prior
amendment") is  inconsistent  with the  amendments  set forth above,  such prior
amendment  shall be ineffective and of no force or effect but shall otherwise be
valid and of full force and effect.

     IN  WITNESS  WHEREOF,  this  instrument  has  been  duly  executed  by  the
undersigned  and has been delivered by facsimile to the Trustee (as that term is
defined in the Trust Agreement) of the Trust on this 31st day of March, 2000.



                                            ALBERTSON'S, INC.



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







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