EXHIBIT 10.3

                       FIRST AMENDMENT TO
               SMITH'S FOOD & DRUG CENTERS, INC.
               1993 EMPLOYEE STOCK PURCHASE PLAN


     WHEREAS, the 1993 Employee Stock Purchase Plan (the "Plan") of Smith's
Food  &  Drug Centers, Inc. (the "Company") was established by the  Company
effective January 3, 1993; and

      WHEREAS,  the  Company desires to amend the Plan as  hereinafter  set
forth;

      NOW,  THEREFORE,  Paragraph 3(a) of the Plan is  hereby  amended  and
restated to read in its entirety as follows:

     3.   Eligibility.

          (a)  Employment.  Any Employee who is not an executive officer or
     a director and who (i) shall be employed by the Company on the date of
     such  Employee's enrollment in the Plan; and (ii) shall  be  at  least
     eighteen  (18)  years of age shall be eligible to participate  in  the
     Plan.   Executive officers of the Company and directors (if  they  are
     otherwise eligible to participate in the Plan) may only so participate
     provided they have been employed by the Company for at least three (3)
     months.

      Such  amendment of Paragraph 3(a) shall serve to eliminate the  three
(3)  month  waiting period for eligibility under the Plan for all employees
other than officers and directors.

      The  Plan  remains  in full force and effect and  remains  unmodified
except to the extent specifically amended herein.

      IN WITNESS WHEREOF, the Company has caused the Plan to be executed by
its  duly  authorized officers this __________ day of ____________________,
1993.

                              SMITH'S FOOD & DRUG CENTERS, INC.



                              By:  ______________________________
                                   Its __________________________

ATTEST:

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