Exhibit 10.14.2


                                SECOND AMENDMENT
                                     TO THE
                                ALBERTSON'S, INC.
                           EXECUTIVE ASRE MAKEUP PLAN


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

                                    RECITALS

     Whereas, the Corporation  established the Albertson's Executive ASRE Makeup
Plan effective September 26, 1999 (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  Administrative   Committee  of  the  Compensation  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.;

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

                                    AMENDMENT

1.   Section 1.14 shall be amended to read as follows:

     "Eligible  Employee"  means  any  employee  of an  Employer  who  (a)  is a
     participant  in ASRE,  (b) (i) is a store  director,  a drug store  general
     manager or a pharmacy manager or equivalent or (ii) is a non-store employee
     who is paid at  Salary  Grade 27 or above,  and (c)  satisfies  such  other
     criteria as may be established by the Committee. An employee shall cease to
     be an Eligible  Employee if the employee does not receive  Compensation for
     four (4) or more  consecutive  weeks.  Notwithstanding  the  foregoing,  no
     participant  in  the  American   Stores  Company   Supplemental   Executive
     Retirement  Plan   shall  be  considered  an  Eligible  Employee  prior  to
     January 1, 2000.






     In witness  whereof,  Albertson's,  Inc. has caused this  instrument  to be
executed by its officer,  duly  authorized by its Board of Directors,  this 31st
day of December, 2001.




                                              ALBERTSON'S, INC.



                                              By:  /s/ Paul G. Rowan
                                                   ----------------------
                                                   Paul G. Rowan
                                                   Group Vice President &
                                                   Acting General Counsel


























makeupamdt2.doc