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                                                               EXHIBIT 4.4.2




                             RALPHS GROCERY COMPANY
  as successor in the merger of Food 4 Less Supermarkets, Inc. with and into
             Ralphs Supermarkets, Inc. and Ralphs Grocery Company
                                    Issuer,

                                      and

                    UNITED STATES TRUST COMPANY OF NEW YORK,
                                    Trustee


                             ______________________


                         SECOND SUPPLEMENTAL INDENTURE

                           Dated as of ________, 1995


                             ______________________



                   10-1/4% Senior Subordinated Notes due 2002





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                 This SECOND SUPPLEMENTAL INDENTURE to the Indenture (as
defined below) (the "Second Supplemental Indenture") is dated as of _________,
1995, and is made by and between United States Trust Company of New York (the
"Trustee") and Ralphs Grocery Company, a Delaware corporation (formerly named
Ralphs Supermarkets, Inc.) ("Newco"), as successor in the merger of Food 4 Less
Supermarkets, Inc. with and into Ralphs Supermarkets Inc., a Delaware
corporation ("RSI") and Ralphs Grocery Company, a Delaware corporation (the
"Company").

                                    RECITALS

                 A.       Pursuant to an Indenture dated July 29, 1992 (the
"Indenture") between the Company and the Trustee, the Company issued
$300,000,000 in aggregate principal amount of its 10-1/4% Senior Subordinated
Notes due 2002.

                 B.       Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

                 C.       Pursuant to the Agreement and Plan of Merger dated
September 14, 1994, as amended, Food 4 Less Supermarkets, Inc.  merged with and
into RSI, and immediately thereafter the Company, which was a wholly-owned
subsidiary of RSI, merged with and into RSI and RSI changed its name to Ralphs
Grocery Company ("Newco") (together, the "Merger").

                 D.       The Merger was a transaction subject to the
requirements of Section 801 of the Indenture.  Section 802 of the Indenture
provides that upon any merger subject to Section 801 thereof, the successor
person into which the Company is merged shall succeed to and be substituted
for, and may exercise every right and power of the Company under the Indenture
with the same effect as if such successor person had been named as the Company
therein.  Section 802 also provides that when a successor corporation assumes
all of the obligations of the Company under the Indenture and under the
Securities, and agrees to be bound thereby, the predecessor shall be released
from such obligations.  The sole purpose of this Second Supplemental Indenture
is to allow Newco, as the successor person to the Company in the Merger, to
assume the obligations of the Company under the Indenture.

                 E.       The Company, being duly authorized by a Board
Resolution, and the Trustee are authorized to execute and deliver this Second
Supplemental Indenture.

                 F.       All the conditions and requirements necessary to make
this Second Supplemental Indenture, when duly executed and delivered, a valid,
binding agreement, enforceable in accordance with its terms, have been
performed and fulfilled.

                 NOW, THEREFORE, it is agreed as follows:





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                 1.       Pursuant to Section 802, Newco, as the successor
person into which the Company has been merged in the Merger subject to Section
801, hereby succeeds to and is substituted for, and may exercise every right
and power of the Company under the Indenture with the same effect as if Newco
had been named as the Company therein.  Newco hereby assumes all of the
obligations of the Company under the Indenture and under the Securities and
agrees to be bound thereby.  In accord with Section 802, the Company is
released from such obligations.

                 2.       This Second Supplemental Indenture shall be effective
as of the date hereof upon consummation of the Merger.

                 3.       This instrument may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute the instrument by signing
such counterpart.

                 IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be signed and acknowledged by their respective
officers thereunto duly authorized and their respective corporate seals to be
hereunto duly affixed and attested, all as of the day and year first above
written.

                                  RALPHS GROCERY COMPANY
[Seal]
Attest:


________________________          ______________________________
                                  By:
                                  Its:


                                  UNITED STATES TRUST COMPANY
                                       OF NEW YORK
[Seal]
Attest:


________________________          ______________________________
                                  By:
                                  Its:





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