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                                                                 Exhibit 10.16.3


                              SECOND AMENDMENT TO
                           THE RALPHS GROCERY COMPANY
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                    AMENDED AND RESTATED AS OF APRIL 9, 1994

                 Ralphs Grocery Company (the "Company") maintains the Ralphs
Grocery Company Supplemental Executive Retirement Plan (the "Plan") for the
benefit of its eligible Employees.  The Plan has been amended from time to
time.

                 Effective as of June 14, 1995, the Food 4 Less Supermarkets,
Inc. shall merge with and into Ralphs Supermarkets, Inc. ("RSI").  Immediately
following said merger, the Company, a wholly owned operating subsidiary of RSI,
will merge with and into RSI and RSI will change its name to Ralphs Grocery
Company which shall be the sponsor and the Company under the Plan effective
immediately following said mergers.

                 In order to amend the Plan to provide for said mergers and to
clarify the eligibility provisions under the Plan following said mergers, this
Second Amendment to the Plan was adopted by a resolution of the Board of
Directors of the Company, effective as of June 14, 1995.  This Second
Amendment, together with the First Amendment and the April 9, 1994 Amendment
and Restatement of the Plan, constitute the entire Plan as amended to date.

                 1.       Section 1.23A is hereby added to the Plan to read in
its entirety as follows:

   1.23A         "Prior Employer" shall mean a prior employer of Participants
                 which employer is designated by the Board as a Prior Employer.
                 Such designation shall also include the terms and extent for
                 credit to be provided for service with such Prior Employer and
                 the extent to which compensation paid by such Prior Employer
                 shall be included as Compensation under the Plan.

                 2.       Section 2.1 of the Plan is hereby amended to read in
its entirety as follows:

   2.1           Participation Criteria

                 Except as otherwise provided herein, an Employee shall
                 automatically become a Participant in this Plan if the average
                 of his Gross Compensation that is taken into account under
                 Section 1.1(c) to determine his Final Average Monthly
                 Compensation equals or exceeds $235,840.  Any Employee not
                 named in the preceding sentence shall also become a
                 Participant in the Plan if he is named as a Participant by the
                 Administrator.  Each former employee of Food 4 Less
                 Supermarkets, Inc. immediately prior to June 14, 1995 who
                 becomes an Employee on June 14, 1995 shall be eligible to
                 become a Participant in this Plan on the date designated by
                 the Board of Directors which is not later than January 1,
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                 1997; provided, however, that he satisfies the other
                 requirements described in this paragraph.

                 Executed as of the _____ day of June, 1995.


                                       RALPHS GROCERY COMPANY



                                       By: /s/ Jan Charles Gray             
                                           ---------------------------------
                                                                Officer



                                       By: /s/ Alan J. Reed                
                                           --------------------------------
                                                                Officer





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