Exhibit 10.2
		       FIRST AMENDMENT TO
		SMITH'S FOOD & DRUG CENTERS, INC.
		      AMENDED AND RESTATED
		     1989 STOCK OPTION PLAN

       WHEREAS,  Smith's  Food  &  Drug  Centers,  Inc.  and  its
subsidiaries  (together the "Corporation") adopted  that  certain
1989 Amended Stock Option Plan on January 20, 1989; and

      WHEREAS,  the  1989 Amended Stock Option Plan  was  further
amended  by  that certain Amended and Restated 1989 Stock  Option
Plan  (the  "Plan") duly adopted by an action  of  the  Board  of
Directors taken on January 30, 1992, which action was ratified by
the  Shareholders  of  the Corporation at  a  regularly  schedued
meeting thereof held on April 29, 1992;

      NOW,  THEREFORE,  pursuant to an action  of  the  Board  of
Directors  taken January 26, 1995 at a regularly scheduled  Board
of  Directors  meeting  at which a quorum was  present  and  duly
functioning,  Section 6 of the Plan was further  amended  as  set
forth below:

      1.    The following paragraph shall be added to the end  of
Section 6 of the Plan:

		"Subject to appropriate adjustment for stock
	  splits,  stock  dividends and similar  events,  as
	  provided  in  this  Plan, the  maximum  number  of
	  Shares  which may be granted under options to  any
	  Participant under this Plan for any fiscal year of
	  the Company shall be 500,000."

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

      IN  WITNESS WHEREOF, the Corporation has caused this  First
Amendment to be executed by its duly authorized officers this 7th
day of February, 1995.

			      SMITH'S FOOD & DRUG CENTERS, INC.



			      By: /S/ Michael C. Frei
				   Its: SR. V.P.



ATTEST:

/S/ Peter H Barth