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                                                                     EXHIBIT 4.2


                                  SAFEWAY INC.
                        OFFICERS' CERTIFICATE PURSUANT TO
                     SECTIONS 2.2 AND 10.4 OF THE INDENTURE

                  Vasant M. Prabhu and Melissa C. Plaisance do hereby certify
that they are the Executive Vice President and Chief Financial Officer, and the
Senior Vice President - Finance and Investor Relations, respectively, of Safeway
Inc., a Delaware corporation (the "Company"), and do further certify, pursuant
to resolutions of the Board of Directors of the Company adopted on January 25,
2001 (the "Resolutions"), and in accordance with Sections 2.2 and 10.4 of the
Indenture (the "Indenture") dated as of September 10, 1997 between the Company
and The Bank of New York, as trustee (the "Trustee"), as follows:

                  1. Attached hereto as Annex A is a true and correct copy of a
         specimen note (the "Form of 5-Year Note") representing the Company's
         6.15% Notes Due 2006 (the "5-Year Notes"); and attached hereto as Annex
         B is a true and correct copy of a specimen note (the "Form of 10-Year
         Note") representing the Company's 6.50% Notes Due 2011 (the "10-Year
         Notes"). The Form of 5-Year Note and the Form of 10-Year Note are
         herein collectively referred to as the "Forms of Notes." Each of the
         5-Year Notes and the 10-Year Notes are a separate series of Securities
         under the Indenture and are referred to herein collectively as the
         "Notes."

                  The Company is issuing initially $700 million aggregate
         principal amount of the 5-Year Notes and $500 million aggregate
         principal amount of the 10-Year Notes. The Company may issue additional
         5-Year Notes and/or 10-Year Notes from time to time after the date
         hereof, and such Notes will be treated as part of the respective series
         of Notes for all purposes under the Indenture. No additional Notes Due
         2006 or Notes Due 2011 may be issued if an Event of Default has
         occurred with respect to such Notes Due 2006 or Notes Due 2011.

                  2. The Forms of Notes set forth certain of the terms required
         to be set forth in this certificate pursuant to Section 2.2 of the
         Indenture, and said terms are incorporated herein by reference. The
         5-Year Notes were issued at the initial public offering price of 99.81%
         of principal amount and the 10-Year Notes were issued at the initial
         public offering price of 99.278% of principal amount.

                  3. In addition to the covenants set forth in Article IV of the
         Indenture, each of the 5-Year Notes and the 10-Year Notes shall include
         the following additional covenants, and such additional covenants shall
         be subject to covenant defeasance pursuant to Section 8.4 of the
         Indenture:

                  "Section 4.7 Limitation on Liens.

                  The Company shall not, nor shall it permit any of its
         Subsidiaries to, create, incur, or permit to exist, any Lien on any of
         their respective properties or assets, whether now owned or hereafter
         acquired, or upon any income or profits therefrom, in order to secure
         any Indebtedness of the Company, without effectively providing that
         each series of Notes shall be equally and ratably secured until such
         time as such Indebtedness is no longer secured by such Lien, except:
         (i) Liens existing as of March 5, 2001 (the "Closing Date"); (ii) Liens
         granted after the Closing Date on any assets or properties of the
         Company or any of its Subsidiaries securing Indebtedness of the Company
         created in favor of the Holders of the Notes of such series; (iii)



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         Liens securing Indebtedness of the Company which is incurred to extend,
         renew or refinance Indebtedness which is secured by Liens permitted to
         be incurred under the Indenture; provided that such Liens do not extend
         to or cover any property or assets of the Company or any of its
         Subsidiaries other than the property or assets securing the
         Indebtedness being refinanced and that the principal amount of such
         Indebtedness does not exceed the principal amount of the Indebtedness
         being refinanced; (iv) Permitted Liens; and (v) Liens created in
         substitution of or as replacements for any Liens permitted by the
         preceding clauses (i) through (iv), provided that, based on a good
         faith determination of an officer of the Company, the property or asset
         encumbered under any such substitute or replacement Lien is
         substantially similar in nature to the property or asset encumbered by
         the otherwise permitted Lien which is being replaced.

                  Notwithstanding the foregoing, the Company and any Subsidiary
         of the Company may, without securing any series of Notes, create, incur
         or permit to exist Liens which would otherwise be subject to the
         restrictions set forth in the preceding paragraph, if after giving
         effect thereto and at the time of determination, Exempted Debt does not
         exceed the greater of (i) 10% of Consolidated Net Tangible Assets or
         (ii) $350,000,000.

                  Section 4.8    Limitation on Sale and Lease-Back Transactions.

                  The Company shall not, nor shall it permit any of its
         Subsidiaries to, enter into any sale and lease-back transaction for the
         sale and leasing back of any property or asset, whether now owned or
         hereafter acquired, of the Company or any of its Subsidiaries (except
         such transactions (i) entered into prior to the Closing Date or (ii)
         for the sale and leasing back of any property or asset by a Subsidiary
         of the Company to the Company or (iii) involving leases for less than
         three years or (iv) in which the lease for the property or asset is
         entered into within 120 days after the later of the date of
         acquisition, completion of construction or commencement of full
         operations of such property or asset) unless (a) the Company or such
         Subsidiary would be entitled under Section 4.7 to create, incur or
         permit to exist a Lien on the assets to be leased in an amount at least
         equal to the Attributable Liens in respect of such transaction without
         equally and ratably securing the Notes of any series or (b) the
         proceeds of the sale of the assets to be leased are at least equal to
         their fair market value and the proceeds are applied to the purchase or
         acquisition (or in the case of real property, the construction) of
         assets or to the repayment of Indebtedness of the Company or a
         Subsidiary of the Company which by its terms matures not earlier than
         one year after the date of such repayment."

                  4. In addition to the Events of Default set forth in Section
         6.1 of the Indenture each of the 5-Year Notes and the 10-Year Notes
         shall include the following additional Event of Default, which shall be
         deemed an Event of Default under Section 6.1(g) of the Indenture:

                  "acceleration of $150,000,000 or more, individually or in the
         aggregate, in principal amount of Indebtedness of the Company under the
         terms of the instrument under which such Indebtedness is issued or
         secured, except as a result of compliance with applicable laws, orders
         or decrees, if such Indebtedness shall not have been discharged or such
         acceleration is not annulled within 10 days after written notice."

                  5. In addition to the definitions set forth in Article I of
         the Indenture, each of the 5-Year Notes and the 10-Year Notes shall
         include the following additional definitions, which, in the event of a
         conflict with the definition of terms in the Indenture, shall control:


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                  "Attributable Liens" means in connection with a sale and
         lease-back transaction the lesser of (a) the fair market value of the
         assets subject to such transaction and (b) the present value
         (discounted at a rate per annum equal to the average interest borne by
         all outstanding Securities issued under the Indenture determined on a
         weighted average basis and compounded semi-annually) of the obligations
         of the lessee for rental payments during the term of the related lease.

                  "Bank Credit Agreement" means the Credit Agreement dated as of
         April 8, 1997 among the Company, The Vons Companies, Inc. and Canada
         Safeway Limited, as borrowers, Bankers Trust Company, as administrative
         agent, The Chase Manhattan Bank, as syndication agent, The Bank of Nova
         Scotia and Bank of America National Trust and Savings Association, as
         documentation agents, and the other lenders which are parties thereto,
         as amended and as such agreement may be amended (including any
         amendment, restatement and successors thereof), supplemented or
         otherwise modified from time to time, including any increase in the
         principal amount of the obligations thereunder.

                  "Capital Lease" means any Indebtedness represented by a lease
         obligation of a person incurred with respect to real property or
         equipment acquired or leased by such person and used in its business
         that is required to be recorded as a capital lease in accordance with
         GAAP.

                  "Consolidated Net Tangible Assets" means the total amount of
         assets of the Company and its Subsidiaries (less applicable
         depreciation, amortization and other valuation reserves) after
         deducting therefrom (i) all current liabilities of the Company and its
         Subsidiaries and (ii) all goodwill, trade names, trademarks, patents,
         unamortized debt discount and expenses and other like intangibles,
         determined on a consolidated basis in accordance with GAAP.

                  "Currency Agreement" means any foreign exchange contract,
         currency swap agreement or other similar agreement or arrangement
         designed to protect the Company or any of its Subsidiaries against
         fluctuations in currency values.

                  "Exempted Debt" means the sum of the following as of the date
         of determination: (i) Indebtedness of the Company incurred after the
         Closing Date and secured by Liens not otherwise permitted by the first
         sentence under Section 4.7, and (ii) Attributable Liens of the Company
         and its Subsidiaries in respect of sale and lease-back transactions
         entered into after the Closing Date, other than sale and lease-back
         transactions permitted by the limitation on sale and lease-back
         transactions set forth under Section 4.8. For purposes of determining
         whether or not a sale and lease-back transaction is "permitted" by
         Section 4.8, the last paragraph under Section 4.7 (creating an
         exception for Exempted Debt) will be disregarded.

                  "Indebtedness" of any person means, without duplication, any
         indebtedness, whether or not contingent, in respect of borrowed money
         or evidenced by bonds, notes, debentures or similar instruments or
         letters of credit (or reimbursement agreements with respect thereto) or
         representing the balance deferred and unpaid of the purchase price of
         any property (including pursuant to Capital Leases), except any such
         balance that constitutes an accrued expense or trade payable, if and to
         the extent any of the foregoing indebtedness would appear as a
         liability upon a balance sheet of such person prepared on a
         consolidated basis in accordance with GAAP (but does not include
         contingent liabilities which appear only in a footnote to a balance
         sheet), and shall also include, to the extent not otherwise included,
         the guaranty of items which would be included within this definition.


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                  "Interest Swap Obligations" means the obligations of any
         person pursuant to any interest rate swap agreement, interest rate
         collar agreement or other similar agreement or arrangement designed to
         protect such person or any of its Subsidiaries against fluctuations in
         interest rates.

                  "Joint Venture" means a joint venture, partnership or other
         similar arrangement, whether in corporate, partnership or other legal
         form; provided that, as to any such arrangement in corporate form, such
         corporation shall not, as to any person of which such corporation is a
         Subsidiary, be considered to be a Joint Venture to which such person is
         a party.

                  "Lien" means any lien, security interest, charge or
         encumbrance of any kind (including any conditional sale or other title
         retention agreement, any lease in the nature thereof, and any agreement
         to give any security interest).

                  "Permitted Liens" means (i) Liens securing Indebtedness of the
         Company under the Bank Credit Agreement and any initial or subsequent
         renewal, extension, refinancing, replacement or refunding thereof; (ii)
         Liens on accounts receivable, merchandise inventory, equipment, and
         patents, trademarks, trade names and other intangibles, securing
         Indebtedness of the Company; (iii) Liens on any asset of the Company,
         any Subsidiary of the Company, or any Joint Venture to which the
         Company or any of its Subsidiaries is a party, created solely to secure
         obligations incurred to finance the refurbishment, improvement or
         construction of such asset, which obligations are incurred no later
         than 24 months after completion of such refurbishment, improvement or
         construction, and all renewals, extensions, refinancings, replacements
         or refundings of such obligations; (iv)(a) Liens given to secure the
         payment of the purchase price incurred in connection with the
         acquisition (including acquisition through merger or consolidation) of
         property (including shares of stock), including Capital Lease
         transactions in connection with any such acquisition, and (b) Liens
         existing on property at the time of acquisition thereof or at the time
         of acquisition by the Company or a Subsidiary of the Company of any
         person then owning such property whether or not such existing Liens
         were given to secure the payment of the purchase price of the property
         to which they attach; provided that, with respect to clause (a), the
         Liens shall be given within 24 months after such acquisition and shall
         attach solely to the property acquired or purchased and any
         improvements then or thereafter placed thereon; (v) Liens in favor of
         customs and revenue authorities arising as a matter of law to secure
         payment of customs duties in connection with the importation of goods;
         (vi) Liens upon specific items of inventory or other goods and proceeds
         of any person securing such person's obligations in respect of bankers'
         acceptances issued or created for the account of such person to
         facilitate the purchase, shipment or storage of such inventory or other
         goods; (vii) Liens securing reimbursement obligations with respect to
         letters of credit that encumber documents and other property relating
         to such letters of credit and the products and proceeds thereof; (viii)
         Liens on key-man life insurance policies granted to secure Indebtedness
         of the Company against the cash surrender value thereof; (ix) Liens
         encumbering customary initial deposits and margin deposits and other
         Liens in the ordinary course of business, in each case securing
         Indebtedness of the Company under Interest Swap Obligations and
         Currency Agreements and forward contract, option, futures contracts,
         futures options or similar agreements or arrangements designed to
         protect the Company or any of its Subsidiaries from fluctuations in
         interest rates, currencies or the price of commodities; (x) Liens
         arising out of conditional sale, title retention, consignment or
         similar arrangements for the sale of goods entered into by the Company
         or any of its Subsidiaries in the ordinary course of business; and (xi)
         Liens in favor of the Company or any Subsidiary of the Company.



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                  6. Each of the undersigned is authorized to approve the form,
         terms and conditions of the Notes pursuant to the Resolutions.

                  7. Attached hereto as Annex C is a true and correct copy of
         the Resolutions.

                  8. The Notes shall be issued as Global Securities (subject to
         exchange for definitive certificated Notes under the circumstances
         provided in the Indenture) and The Depository Trust Company shall be
         Depository for the Notes.

                  9. Attached hereto as Annex D are true and correct copies of
         the letter addressed to the Trustee entitling the Trustee to rely on
         the Opinion of Counsel attached thereto, which Opinion relates to the
         Notes and complies with Section 10.4(b) of the Indenture.

                  10. Each of the undersigned has reviewed the provisions of the
         Indenture, including the covenants and conditions precedent pertaining
         to the issuance of the Notes.

                  11. In connection with this certificate each of the
         undersigned has examined documents, corporate records and certificates
         and has spoken with other officers of the Company.

                  12. Each of the undersigned has made such examination and
         investigation as is necessary to enable the undersigned to express an
         informed opinion as to whether or not the covenants and conditions
         precedent of the Indenture pertaining to the issuance of the Notes have
         been satisfied.

                  13. In our opinion all of the covenants and conditions
         precedent provided for in the Indenture for the issuance of the Notes
         have been satisfied.

                  Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Indenture or the Notes, as the
case may be.


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                  IN WITNESS WHEREOF, each of the undersigned officers has
executed this certificate this 5th day of March, 2001.


                                /s/ Vasant M. Prabhu
                           _______________________________________
                           Name:    Vasant M. Prabhu
                           Title:   Executive Vice President and Chief
                                    Financial Officer

                                /s/ Melissa C. Plaisance
                           _______________________________________
                           Name:    Melissa C. Plaisance
                           Title:   Senior Vice President - Finance and
                                    Investor Relations


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                                     ANNEX A

                               FORM OF 5-YEAR NOTE



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                                     ANNEX B

                              FORM OF 10-YEAR NOTE



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                                     ANNEX C

                                   RESOLUTIONS



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                                     ANNEX D

                             TRUSTEE RELIANCE LETTER