Exhibit 10.25.2


                                    AMENDMENT
                                     TO THE
                                ALBERTSON'S, INC.
                             1995 STOCK OPTION 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 6 of the Plan,  may amend the Plan,  but no  amendment  shall be made
that  would  impair  the  rights of a  participant  under any award  theretofore
granted without such participant's consent; 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 without such participant's consent.

                                    AMENDMENT

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

          1.   The following shall be inserted in the Plan as a new Section 1(j)
and  corresponding  changes to the  numbering  of the  remaining  provisions  of
Section 1 shall be made to reflect this new insertion:

          "`Special  Advisor'  means  an  individual  designated  as such by the
Board."

          2.   The   following   shall   be  inserted  in  the  Plan  as  a  new
Section 1(m):

          "All  references in the Plan to a  `non-employee  member of the Board'
shall be deemed to include and apply to a Special Advisor."


          3.   The  following   shall   be  inserted   in  the  at  the  end  of
     Section 5(b)(iii):

          "Notwithstanding  anything to the contrary  herein,  an Optionee shall
     not be deemed to have  resigned or been removed from the Board of Directors
     if such Optionee is designated as a Special  Advisor in connection with the
     termination  of  such  Optionee's  status  as a  member  of  the  Board  of
     Directors."

          4.   The following shall be inserted in the at the end of Section 2 of
each option agreement under the Plan:



<PAGE>

          "Notwithstanding  anything to the contrary herein,  the Optionee shall
     not be deemed to have  resigned or been removed from the Board of Directors
     if the Optionee is designated as a Special  Advisor in connection  with the
     termination  of  the  Optionee's  status  as  a  member  of  the  Board  of
     Directors."

          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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