Exhibit 10.31.2




                                    AMENDMENT
                                     TO THE
                             AMERICAN STORES COMPANY
                                 1997 STOCK PLAN
                           FOR NON-EMPLOYEE DIRECTORS

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

                                    RECITALS:

          A.   The Board of Directors of the Corporation (the "Board"), pursuant
to Section 13 of the Plan,  may amend the Plan as it may deem  proper and in the
best interests of the Corporation; and

          B.   The Board has  determined that it is  advisable to amend the Plan
and the options  heretofore granted in the manner hereinafter set forth and that
such  amendments  do  not  impair  the  rights  of a participant under any award
theretofore granted.

                                    AMENDMENT

          The Plan is amended, as of March 15, 2001, in the following respects:

          1.   Section 2 of the Plan is  amended  and  restated  to read, in its
entirety, as follows:

          "PURPOSE OF PLAN. The purpose of the Plan is to enable American Stores
Company,  a Delaware  corporation  (the  "Corporation"),  to attract  and retain
qualified  persons as  directors  and special  advisors  to the Board  ("Special
Advisors"),  to enhance the equity interest of directors and Special Advisors in
the Corporation,  and to solidify the common interests of its directors, Special
Advisors and  stockholders  in enhancing the value of the  Corporation's  common
stock,  par value  $1.00 per  share  (the  "Common  Stock").  The Plan  seeks to
encourage  the highest  level of director  and Special  Advisor  performance  by
providing such directors and Special Advisors with a proprietary interest in the
Corporation's  performance  and  progress by  crediting  them with Common  Stock
annually as part of their annual retainer."













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          2.   Section 4 of the Plan is amended  and  restated  to read,  in its
entirety, as follows:

          "ELIGIBLE  PARTICIPANTS.  Each  member of the Board on the date of the
1997 Annual Shareholders'  Meeting and each member of the Board and each Special
Advisor  from time to time  thereafter  who is not a  full-time  employee of the
Corporation or any of its subsidiaries shall be a participant ("Participant") in
the Plan.  Notwithstanding anything to the contrary herein, service as a Special
Advisor  shall be  treated as service  as a  director  for all  purposes  and no
termination  of  service  shall be deemed to occur in the  event a  director  is
designated as a Special Advisor in connection  with such director's  termination
of  directorship.  Each  credit of shares of Common  Stock  pursuant to the Plan
shall be evidenced by a written  agreement  duly executed and delivered by or on
behalf of the Corporation and a Participant, if such an agreement is required by
the Corporation to assure compliance with all applicable laws and regulations."

          IN WITNESS WHEREOF,  this Amendment to the Plan has been duly executed
by the undersigned as of March 15, 2001.

                                       ALBERTSON'S, INC.



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






















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