Exhibit 10.10.1


                                 FIRST AMENDMENT
                                     TO THE
                                ALBERTSON'S, INC.
                         2000 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. 2000 Deferred
Compensation Plan effective January 1, 2000 (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 in the manner hereinafter set forth.

                                    AMENDMENT

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

1.   Section 1.5 of the Plan is amended for clarification to read as follows:

     "Bonus"  means,  with  respect to each  Participant,  a cash  bonus  (i.e.,
     excluding  options and other noncash  awards and taxable  fringe  benefits)
     paid by the Company  with  respect to the Fiscal Year or Fiscal  Quarter or
     any part thereof beginning in the respective Plan Year.

2.   Section 1.30 of the Plan shall be amended to read as follows:

     "Total Disability" means the complete inability of the Eligible Employee to
     perform any and every duty of his or her regular occupation,  as determined
     by the Committee in its sole and absolute discretion.

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3.   Section 3.1 shall be renumbered as Section  3.1(a) and a new Section 3.1(b)
     shall be added to read as follows:

     (b) Notwithstanding  the foregoing,  the Committee shall permit an Eligible
     Employee  who is hired  during  the Plan Year in a  position  of Group Vice
     President or higher to elect to defer with respect to compensation  not yet
     earned for the  remainder of the Plan Year in which the  Eligible  Employee
     was hired by filing a completed and executed  Deferral  Agreement  with the
     Committee within 60 days of becoming an Eligible Employee.

4.   Section 3.2 shall be amended to read as follows:

     For each Fiscal Year,  the  Compensation  Committee  shall  determine if an
     Eligible Employee who is also a "covered  employee" as that term is defined
     in  Section  162(m)  of the  Internal  Revenue  Code of  1986,  as  amended
     ("Section 162(m)") would receive total  remuneration,  including bonus, for
     that Fiscal Year in excess of the maximum  amount allowed as a deduction by
     the Company from income taxes  pursuant to the provisions of Section 162(m)
     and shall (notwithstanding the limitation on deferrals set forth in Section
     4.2(a)),  except as otherwise provided in a written  employment  agreement,
     defer to the Account of such  Eligible  Employee  that portion of the bonus
     which  would  otherwise  be paid to the  Eligible  Employee  which,  in the
     judgment of the  Compensation  Committee,  would not be  deductible  by the
     Company  pursuant to the  provisions of Section  162(m).  The  Compensation
     Committee  shall  designate one of its members to file with the Committee a
     Deferral Agreement for the portion of bonus to be deferred.

5.   Section 6.4(a) shall be amended to read as follows:

     (i) Except as otherwise  provided in this  Section  6.4, the entire  amount
     credited  to a  Participant's  Account  shall be paid in one or more of the
     following  forms:  (A) a  single  lump  sum,  (B)  a  5-year  payout  in 60
     approximately   equal  monthly   installments  or  5  (five)  equal  annual
     installments, but not both, (C) a 10-year payout in 120 approximately equal
     monthly installments or 10 (ten) equal annual  installments,  but not both,
     or (D) 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  Deferral  Agreement;  provided,  however,  that in the
     absence of such election in any Deferral Agreement,  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(s)



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     selected  by the  Participant  shall  apply to the  entire  balance  of the
     Participant's Account.

     (ii)  The  Participant  may  modify  the  form of  distribution  or time of
     commencement  provided that such modification is made on a validly executed
     and timely filed Deferral Agreement 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
     commence.

6.   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
     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 25th
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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