ALBERTSONS INC /DE/
AMENDMENT TO STOCK BASED INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<FILENAME>abs10k2000exhibit10-261.txt
<DESCRIPTION>AMENDMENT TO STOCK BASED INCENTIVE PLAN
<TEXT>

                                                                 Exhibit 10.26.1



                                    AMENDMENT
                                     TO THE
                                ALBERTSON'S, INC.
                              AMENDED AND RESTATED
                         1995 STOCK-BASED INCENTIVE PLAN

          This Amendment is made by  Albertson's,  Inc., a Delaware  corporation
(the "Corporation").

                                    RECITALS:

          A.   The Corporation established  the  Albertson's,  Inc.  Amended and
Restated 1995 Stock-Based Incentive Plan effective April 5, 1995, as amended and
restated, effective August 31, 1998 (the "Plan");

          B.   The Board of Directors of the Corporation (the "Board"), pursuant
to Section 18 of the Plan,  may amend the Plan,  but no amendment  shall be made
that  would  impair  the  rights of a  participant  under any award  theretofore
granted without such participant's consent; and

          C.   The Board has determined  that it is advisable  to amend the Plan
in the manner hereinafter set forth and that such  amendments  do not impair the
rights of a  participant  under  any  award  theretofore  granted  without  such
participant's consent.

                                    AMENDMENT

          The Plan is amended, as of March 15, 2001, in the following respects:

          1.   Section 2(n) of the Plan is amended and restated to read,  in its
entirety, as follows:

          "`Eligible  Director'  means a director  of the  Company who is not an
employee of the Company or any Subsidiary or a Special Advisor to the Board."

          2.   The   following   shall  be   inserted  in  the  Plan  as  a  new
Section 2(bb)  and  corresponding  changes  to the  numbering  of the  remaining
provisions of Section 2 shall be made to reflect this new insertion:

          "`Special  Advisor'  means  an  individual  designated  as such by the
Board."

          3.   The following  sentence  shall be  inserted  in the Plan as a new
Section 7.C.3.(g):

          "Notwithstanding anything to the contrary herein, service as a Special
Advisor to the Board shall be treated as service as an Eligible Director for all
purposes and no  termination of service shall be deemed to occur in the event an
Eligible  Director  is  designated  as a Special  Advisor in  connection  with a
Director's termination of directorship."



<PAGE>

          IN WITNESS WHEREOF,  this Amendment to the Plan has been duly executed
by the undersigned as of March 15, 2001.

                                       ALBERTSON'S, INC.



                                       By:      /s/  Thomas R. Saldin
                                                ---------------------
                                       Name:    Thomas R. Saldin
                                       Title:   Executive Vice President
                                                and General Counsel






























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