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                                                                Exhibit 10.16.4

                                THIRD AMENDMENT
                                     TO THE
                             RALPHS GROCERY COMPANY
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                 (As Amended and Restated as of April 9, 1994)

                 This Amendment to the Ralphs Grocery Company Supplemental
Executive Retirement Plan (as amended and restated as of April 9, 1994) (the
"SERP") is effective as of July 1, 1995.

         1.      Section 1.1 of the SERP is amended by deleting the word "and"
from the end of clause (c), changing the period at the end of clause (d) to a
semicolon, adding the word "and" after the new semicolon at the end of clause
(d) and adding a new clause (e) to read as follows:

                 "(e) fifth, in the case of a Participant who was an employee
                 of Food 4 Less Supermarkets, Inc. or any of its subsidiaries
                 prior to June 14, 1995 and who became an employee of the
                 Company on June 14, 1995, such Participant became a
                 participant in the Basic Plan on July 1, 1995, but with Years
                 of Credited Service from 1985 through 1994 up to a maximum of
                 ten (10) years based upon the individual's date of hire by
                 Food 4 Less Supermarkets, Inc. or any of its predecessors.

         2.      Section 1.17 of the SERP is amended by adding the following
sentence to the end thereof:

                 "In the case of a Employee who was an employee of Food 4 Less
                 Supermarkets, Inc. or any of its subsidiaries immediately
                 prior to June 14, 1995, "Gross Compensation" shall also
                 include such individual's compensation reported for Federal
                 Income Tax purposes for services rendered as an employee of
                 Food 4 Less Supermarkets, Inc. or any of its subsidiaries,
                 plus any amounts deferred under any plan qualified under
                 Section 401(k) of the Code or any unfunded deferred
                 compensation plan maintained by Food 4 Less Supermarkets, Inc.
                 or any of its subsidiaries or any salary reductions under
                 Section 125 of the Code; provided, however, that Gross
                 Compensation shall not include moving expenses, educational
                 reimbursements, car allowances, income from exercising  stock
                 options, imputed income from employee benefit programs
                 maintained by Food 4 Less Supermarkets, Inc. or any of its
                 subsidiaries, living allowances and payments under any
                 deferred compensation plan
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                 maintained by Food 4 Less Supermarkets, Inc. or any of its 
                 subsidiaries."

         3.      Section 2.1 is amended in its entirety to read as it read
                 prior to the Second Amendment to the SERP.

         IN WITNESS WHEREOF, the Ralphs Grocery Company has executed this
Amendment this ______ day of _______________, 1995.

                                       RALPHS GROCERY COMPANY
                                       BENEFITS COMMITTEE



                                       By_______________________________





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