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                                                                   EXHIBIT 4.2.1





                                 FIFTH AMENDMENT
                                TO LOAN AGREEMENT



THIS FIFTH AMENDMENT TO LOAN AGREEMENT (this "Fifth Amendment") dated as of
April 30, 1998, is made and entered into by and between ARDEN GROUP, INC., a
Delaware corporation ("Borrower"), and UNION BANK OF CALIFORNIA, N.A. ("Bank").


                                    RECITALS:

A.   Borrower and Bank are parties to that certain Loan Agreement dated
December 23, 1993 (the "Agreement"), pursuant to which Bank agreed to extend
credit to Borrower and amendments thereto dated October 31, 1994, December
20, 1995, December 18, 1996, and January 13, 1997.

B.   Borrower and Bank desire to amend the Agreement subject to the terms and
conditions of this Fifth Amendment.


                                   AGREEMENT:

In  consideration  of  the  above  recitals  and  of the  mutual  covenants  and
conditions contained herein, Borrower and Bank agree as follows:

1.   DEFINED TERMS. Initially capitalized terms used herein which are not
otherwise defined shall have the meanings assigned thereto in the Agreement.

2.   AMENDMENTS TO THE AGREEMENT.

     (a) Section 2.1A, of the Agreement is hereby amended by substituting the
date "April 30, 2000" for the date "April 30, 1998."

     (b) Section 2A.1, of the Agreement is hereby amended by substituting the
date "April 30, 2000" for the date "April 30, 1998."

     (c) Section 5.16 Reports from Guarantors of the Agreement is hereby deleted
in its entirety.

3.   EFFECTIVENESS OF THE FIFTH AMENDMENT. This Fifth Amendment shall become
effective as of the date hereof when, and only when, Bank shall have received
all of the following, in form and substance satisfactory to Bank:

     (a) The counterpart of this Fifth Amendment, duly executed by Borrower;

     (b) The Revolving Note, duly executed by Borrower;

     (c) Such other documents, instruments or agreements as Bank may reasonably
deem necessary.

4.   RATIFICATION. Except as specifically amended hereinabove, the Agreement
shall remain in full force and effect and is hereby ratified and confirmed.

5.   REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants as
follows:

     (a) Each of the representations and warranties contained in the Agreement,
as may be amended hereby, is hereby reaffirmed as of the date hereof, each as if
set forth herein;

     (b) The execution, delivery and performance of the Fifth Amendment and any
other instruments or documents in connection herewith are within Borrower's
power, have been duly authorized, are legal, valid and binding obligations of
Borrower, and are not in conflict with the terms of any charter, bylaw, or other
organization papers of Borrower or with any law, indenture, agreement or
undertaking to which Borrower is a party or by which Borrower is bound or
affected;

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     (c) No event has occurred and is continuing or would result from this Fifth
Amendment which constitutes or would constitute an Event of Default under the
Agreement.

6.   GOVERNING LAW. This Fifth Amendment and all other instruments or documents
in connection herewith shall be governed by and construed according to the laws
of the State of California.

7.   COUNTERPARTS. This Fifth Amendment may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

WITNESS the due execution hereof as of the date first above written.




ARDEN GROUP, INC.                  UNION BANK OF CALIFORNIA, N.A.


By:______________________________  By:______________________________

Title:___________________________  Title:___________________________

                                   By:______________________________

                                   Title:___________________________

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