EXHIBIT 10.24 FORM OF AMENDMENT TO THE CHANGE OF CONTROL AGREEMENTS WITH SENIOR OFFICERS AMENDMENT, dated as of December 9, 1997 ("this Amendment"), to the Employment Agreement, dated as of July 25, 1996 (the "Change of Control Employment Agreement"),...

                                                                   EXHIBIT 10.24

             FORM OF AMENDMENT TO THE CHANGE OF CONTROL AGREEMENTS

                              WITH SENIOR OFFICERS


     AMENDMENT, dated as of December 9, 1997 ("this Amendment"), to the
Employment Agreement, dated as of July 25, 1996 (the "Change of Control
Employment Agreement"), by and between American Stores Company, a Delaware
corporation (the "Company"), and                   (the "Executive").

     WHEREAS, the parties hereto desire to amend the Change of Control
Employment Agreement;

     NOW THEREFORE, in consideration of the premises, the parties hereto agree
as follows:

     1.  Section 12 (f) of the Change of Control Employment Agreement is hereby
amended to read as follows:

 "(f)  Prior to the Effective Date, the Executive's employment shall be governed
by the agreement between the parties dated November 1, 1994, as amended (the
"Prior Agreement").  From and after the Effective Date this Agreement shall
upersede any other agreement between the parties with respect to the subject
matter hereof, including, without limitation, the Prior Agreement; provided,
however, that the provisions of Section VI-B of the Prior Agreement shall remain
in full force and effect."

     2.  This Amendment shall be governed by and construed in accordance with
the laws of Delaware, without reference to principles of conflicts of law.

     3. This Amendment may be executed in several counterparts, each of which
shall be deemed an original, and said counterparts shall constitute but one and
the same instrument.

     IN WITNESS WHEREOF, the Company and the Executive have executed this
Amendment as of the date first above written.


AMERICAN STORES COMPANY                                    EXECUTIVE

      BY:

      Name:  Xxxxxx X. Xxxx
      Title: Chairman and Chief Executive Officer


Schedule to Exhibit 10.24
The Company entered into a Second Amendment to Employment Agreement in the
preceding form with each of the following senior officers:

Xxxx X. Xxxxxxxx
Xxxxxx Xxxx
Xxxxx X. Xxxxx
X. X. Xxxx
Xxxxx X. Xxxx
Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxxxxxx
Xxxxxxxx X. XxXxxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxx
Xxxxx X. Xxxxxxx