May 21, 1997 Mrs. Kathryn Albertson 380 E. Parkcenter Blvd., Ste. 100 Boise, ID 83706 RE: Transfer of 20,842,446 Shares of Albertson's, Inc. Common Stock (the "Stock") to the J.A. and Kathryn Albertson Foundation, Inc. Dear Mrs. Albertson: The purpose...

   1
                                                                  Exhibit 10.1.2



                                                     May 21, 1997



▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇. ▇▇▇
▇▇▇▇▇, ▇▇  ▇▇▇▇▇

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

Dear ▇▇▇. ▇▇▇▇▇▇▇▇▇:

         The purpose of this letter is to state that ▇▇▇▇▇▇▇▇▇'▇, Inc. will not
require compliance by you with the terms of Section 3.2 of the Agreement between
you and Albertson's dated December 31, 1979 (the "Agreement") in connection with
the transfer of 20,842,446 shares of Stock to the ▇.▇. and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Foundation, Inc.


                                                     Sincerely,

                                                     ▇▇▇▇▇▇▇▇▇'▇, INC.

                                                     ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

                                                     ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                                     Chairman of the Board and
                                                     Chief Executive Officer


GGM:dmd