EXHIBIT 4.1

                                                                  EXECUTION COPY

                                LETTER AMENDMENT


                                              Dated as of August 20, 1999

To the banks, financial institutions
  and other institutional lenders
  (collectively, the "Lenders") parties
  to the Credit Agreement referred to
  below and to Bankers Trust Company,
  as agent (the "Agent") for the Lenders

Ladies and Gentlemen:

     We refer to the Credit Agreement dated as of October 8, 1997 (such Credit
Agreement, as amended, supplemented or otherwise modified through the date
hereof, the "Credit Agreement") among the undersigned and you. Capitalized terms
not otherwise defined in this Letter Amendment have the same meanings as
specified in the Credit Agreement.

     It is hereby agreed by you and us as follows:

     The Credit Agreement is, effective as of the date of this Letter Amendment,
hereby amended as follows:

          (a) Section 5.01(d) is amended in full to read as follows:

               "(d) Leverage Ratio. Maintain at all times a ratio of
          Consolidated Debt of the Borrower and its Consolidated Subsidiaries to
          Total Capital of not more than .65:1.0."

          (b) Section 5.02(d)(iv) is amended to (i) delete the word "secured" in
     the first line thereof and (ii) add the words ", if at all," immediately
     following the word "secured" in clause (x) thereof.

     This Letter Amendment shall become effective as of the date first above
written when, and only when, the Agent shall have received counterparts of this
Letter Amendment executed by the undersigned and the Majority Lenders or, as to
any of the Lenders, advice satisfactory to the Agent that such Lender has
executed this Letter Amendment. This Letter Amendment is subject to the
provisions of Section 8.01 of the Credit Agreement.


     On and after the effectiveness of this Letter Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the Notes to
"the Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Letter Amendment.

     The Credit Agreement and the Notes, as specifically amended by this Letter
Amendment, are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed. The execution, delivery and
effectiveness of this Letter Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any Lender or the
Agent under the Credit Agreement or any Note, nor constitute a waiver of any
provision of the Credit Agreement or any Note.

     If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning at least three counterparts of this Letter
Amendment to the attention of Michael Stein at Shearman & Sterling, 599
Lexington Avenue, New York, NY 10022.

     This Letter Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Letter Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter Amendment.

     This Letter Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.

                                         Very truly yours,

                                         SUPERVALU INC.


                                         By /s/
                                            Title:

Agreed as of the date first above written:

BANKERS TRUST COMPANY,
   as Agent and as Lender


By /s/
  ----------------------------
   Title:

- ------------------------------
[type in legal name of Lender]


By
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   Title: