EXHIBIT 4.3.8

              [Form of Estate for Years Deed]







THE UNDERSIGNED GRANTOR DECLARES:

     Documentary Transfer Tax is $___________________
     City of ________________________________________
     Parcel No. _____________________________________
          ___  Computed on full value of interest or property conveyed, or
          ___  Computed on full value less value of liens or encumbrances
          remaining at time of sale

                         GRANT DEED
                     (Estate for Years)

     THIS GRANT DEED is made this _____ day of __________, 199__, from
SMITH'S FOOD & DRUG CENTERS, INC., a Delaware corporation (the "Grantor"),
whose address is 1550 S. Redwood Road, Salt Lake City, Utah 84104, to STATE
STREET BANK AND TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION, a
national banking association, not in its individual capacity but solely as
Trustee under that certain Trust Agreement dated as of December 21, 1993
(the "Grantee"), whose address is 750 Main Street, Suite 1114, Hartford,
Connecticut 06103.

     WHEREAS, Grantor holds legal title to certain property, more
particularly described in Exhibit A hereto and made a part hereof, together
with the ways, easements, rights, privileges and appurtenances thereto
(collectively, the "Land Estate"), and has immediately prior to recordation
hereof conveyed to Grantee all buildings and other improvements, whether
below or above grade level, now or

      MAIL TAX STATEMENTS TO THE RETURN ADDRESS ABOVE

hereafter existing thereon (collectively, the "Improvements");

     WHEREAS, Grantor desires to sever the Improvements from the Land
Estate and has immediately prior hereto conveyed the Improvements to
Grantee by that certain Grant Deed (Improvements) of even date;

     WHEREAS, Grantor now desires to convey to Grantee an estate for years
in the Land Estate; and

     WHEREAS, immediately after recordation hereof, Grantor will convey the
remainder interest in the Land Estate to California-Relco Limited
Partnership Trust by that certain Grant Deed (Remainder Interest) of even
date.

     NOW THEREFORE in consideration of Ten Dollars and other good and
valuable consideration, the receipt and  sufficiency of which are hereby
acknowledged, Grantor does hereby grant, bargain, sell and convey unto
Grantee an estate for years in the Land Estate, said estate for years to
terminate at midnight on January 2, 2019,

     HOWEVER, the conveyance of such estate for years is made subject to
the encumbrances and other matters described in Exhibit B attached hereto
and made a part hereof.

     It is the intent of Grantor and Grantee that Grantee's interest in the
Land Estate shall not merge with any interest of Grantee in the
Improvements and such interests shall remain separate and distinct.


                Signature on following page


     IN WITNESS WHEREOF, Grantor has caused this Grant Deed to be executed
as of the day and year first above written.


                                             SMITH'S FOOD & DRUG CENTERS,
                         INC., a Delaware corporation



                         By:
                             Name:
                             Title:



                        EXHIBIT "A"

                Description of Real Property



                        EXHIBIT "B"

                    Exceptions to Title

1.   By acceptance of this Grant Deed, Grantee herein covenants by and
     for himself or herself, his or her heirs, executors,
     administrators and assigns, and all persons claiming under or
     through them, that there shall be no discrimination against or
     segregation of, any person or group of persons on account of
     race, color, creed, religion, sex, marital status, handicap,
     national origin or ancestry in the sale, lease, sublease,
     transfer, use, occupancy, tenure or enjoyment of the land herein
     conveyed, nor shall the grantee himself or herself or any person
     claiming under or through him or her, establish or permit any
     such practice or practices of discrimination or segregation with
     referenced to the selection or segregation with reference to the
     selection, location, number, use or occupancy of tenants,
     lessees, subtenants, sublessees or vendees in the land herein
     conveyed.  The foregoing covenants shall run with the land in
     perpetuity.



State of __________      )
                         )
County of ___________    )


     On __________________________ before me, ____________________________,
Notary Public, personally appeared
__________________________________________________   personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged
to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.

Witness my hand and official seal




        SIGNATURE                            [seal]