EXHIBIT 10.10.4

                                 FIFTH AMENDMENT
                                       TO
                   ALBERTSONS 2000 DEFERRED COMPENSATION PLAN

         WHEREAS,  the  Albertson's, Inc. 2000  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 to  change
the name of the Plan and to  limit the Moody's  Rate of Return  with  respect to
deferrals made after December 31, 2003;

         NOW,  THEREFORE,  the  following  amendments  to  the  Plan  are hereby
adopted:

         1. Section 1.23 of the Plan is amended and restated, effective  January
1, 2003, to read in its entirety as follows:

                  1.23 "Plan" means  the  Albertsons 2000  Deferred Compensation
         Plan as set forth herein, as amended from time to time.

         2. Sections 5.3 of the Plan  is amended,  effective January 1, 2004, to
add new subsections 5.3(e) and (f), to read in their entirety as follows:
                  ...
                  (e) Notwithstanding   the  foregoing  to  the  contrary,  with
         respect to Deferred Amounts deferred under the Plan  after December 31,
         2003,  each  month,  during  the   Participant's  employment  with  the
         Employer, the balance of such  Participant's Account shall be  credited
         with  a Rate  of Return at  the Moody's  Rate  without regard  to  when
         benefits first become  distributable  or the occurrence  of a Change in
         Control.

                 (f) Notwithstanding the forgoing to the contrary, with  respect
         to  Deferred Amounts  deferred under the  Plan after December 31, 2003,
         each month, commencing  on the first day  the Participant  ceases to be
         employed  by  the  Employer  and  continuing  until  the earlier of the
         Participant's    reemployment   with  the   Employer  or  the  complete
         distribution  of   the  Participant's  Account,  the   balance  of  the
         Participant's Account shall be credited with a Rate  of Return equal to
         the  Moody's  Rate   without  regard  to  when  benefits  first  become
         distributable or the occurrence of a Change in Control.

         IN WITNESS  WHEREOF,  the Employer  has caused  this instrument  to  be
executed by its officer, duly authorized by its  Board of  Directors,  this 22nd
day of December, 2003.

                         ALBERTSON'S, INC.


                         By   /s/ John Sims
                         -------------------------------------------------
                         Its  Executive Vice President and General Counsel