May 21, 1997 Alscott Limited Partnership #1 280 E. Parkcenter Blvd., Ste. 100 Boise, ID 83706 Attn: Thomas J. Wilford RE: Transfer of 20,842,446 Shares of Albertson's, Inc. Common Stock (the "Stock") to the J.A. and Kathryn Albertson Foundation, Inc....

   1
                                                                  Exhibit 10.1.1




                                                     May 21, 1997



Alscott Limited Partnership #1
000 X. Xxxxxxxxxx Xxxx., Xxx. 000
Xxxxx, XX  00000
Attn: Xxxxxx X. Xxxxxxx

         RE:      Transfer of 20,842,446 Shares of Xxxxxxxxx'x, Inc. Common
                  Stock (the "Stock") to the X.X. and Xxxxxxx Xxxxxxxxx
                  Foundation, Inc.

Dear Xx. Xxxxxxx:

         The purpose of this letter is to state that Xxxxxxxxx'x, Inc. will not
require compliance by Alscott Limited Partnership #1 (the "Limited Partnership")
with the terms of Section 3.2 of the Agreement between the Limited Partnership
and Albertson's dated February 2, 1996 (the "Agreement") in connection with the
transfer of 20,842,446 shares of Stock to the X.X. and Xxxxxxx Xxxxxxxxx
Foundation, Inc.

                                                     Sincerely,

                                                     XXXXXXXXX'X, INC.

                                                     XXXX X. XXXXXXX

                                                     Xxxx X. Xxxxxxx
                                                     Chairman of the Board and
                                                     Chief Executive Officer



GGM:dmd