EXHIBIT 10.8


                                        July 16, 1993



SMITH'S FOOD & DRUG CENTERS, INC.
P.O. Box 30550
Salt Lake City, Utah 84130

Attention:     Mr. Richard J. Osborne
               Assistant Treasurer

Gentlemen:

      Following our annual review of your file, we are pleased to
confirm  the  committed line of credit which we  extend  in  your
favor per the following details:

COMMITMENT TOTAL:              USD 15,000,000 - Clean advances up
                         to  180  days  evidenced  by  promissory
                         notes.

INTEREST RATE:                      Our most competitive rates to
                         be    negotiated   at   the   time    of
                         utilization.

COMMITMENT FEE:                A  commitment fee of 1/4 of 1% per
                         annum on the unused portion, computed on
                         a  360  day  basis for the  actual  days
                         elapsed,  is payable calendar  quarterly
                         in arrears.

DURATION OF FACILITY:    Committed  for  a  period  of   eighteen
                         months  plus  one  day  to  include   an
                         "evergreen"  clause  for  the  automatic
                         renewal of same each six months, barring
                         notice of cancellation by yourselves  or
                         ourselves of the evergreen feature.  For
                         example,   and  retaining  the  previous
                         trigger  dates, the commitment currently
                         expires  on  October 31,  1994,  but  on
                         October   31,   1993,  the   expirations
                         extends to April 30, 1995 automatically.
                         Thereafter,  on  April  30,  1994,   the
                         expiry date automatically pushes out  to
                         October 31, 1995, and so on, so that  at
                         no time will there be less than one year
                         and  one  day  of  availability  (unless
                         cancellation  notice  is  given  of  the
                         evergreen feature).

      Additionally we are pleased to advance to you an additional
up to USD 5,000,000 for periods of up to 30 days, as you may from
time  to  time  have  need, and with interest  rates  usually  as
described above.  This $5MM availability is not a commitment  and
may be withdrawn by us at any time.

      Please indicate your acceptance of the terms and conditions
of  this letter by acknowledgement as indicated below, signed  by
an  authorized officer, and returning to us the enclosed executed
duplicate.

     We consider your existing promissory notes to continue to be
valid,   with  their  relevant  grids.   As  to  your   Corporate
Resolution to Borrow, unless you advise us otherwise, we consider
to remain valid that which you provided as of 4 June 1992.

      This  letter  effectively supersedes  our  previous  Credit
Agreement Letter dated June 3, 1992, as acknowledged by you.

      It  is  indeed our pleasure to have served Smith's now  for
some  twelve  years, and we look forward to a continued  mutually
beneficial relationship.

                              Sincerely,

                              BANCA DI ROMA - San Francisco



                              RICHARD G. DIETZ
                              97271

The above terms and conditions
are hereby accepted.

SMITH'S FOOD & DRUG CENTERS, INC.



By:  ______________________________
     Its __________________________
          Dated ___________________