Exhibit 10.10.2


                                SECOND AMENDMENT

                                       TO

                ALBERTSON'S, INC. 2000 DEFERRED COMPENSATION PLAN


     WHEREAS, the Albertson's,  Inc. Deferred Compensation Plan (the "Plan") was
established effective January 1, 2000, and has previously been amended;

     WHEREAS, Albertson's, Inc. desires to further amend the Plan;

     NOW,  THEREFORE,  Section  6.4(b)  of the  Plan is  amended  and  restated,
effective July 1, 2001, to read in its entirety as follows:

     (b) Except for a Participant  who is eligible for and elects to participate
     in  the  Albertson's   Voluntary   Separation  Plan  for  Officers  or  the
     Albertson's  Voluntary  Separation Plan for Salaried and Hourly Associates,
     if  the  amounts  credited  to the  Participant's  Account  become  payable
     pursuant to Section 6.3 prior to a Change in Control, such amounts shall be
     distributed in 60 approximately equal monthly  installments  without regard
     to paragraph (a) of this Section 6.4.

     IN WITNESS WHEREOF,  the Employer has caused this instrument to be executed
by its officer,  duly  authorized  by its Board of  Directors,  this 18th day of
July, 2001.
                              ALBERTSON'S, INC.


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

ATTEST:


/s/  Dean J. Snow
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2000defcompamdt 7-2001.doc