
<PAGE>
EXHIBIT 10.24
Dated May 26, 1995
ALBERTSON'S, INC.
1995 STOCK-BASED INCENTIVE PLAN


Section 1.  General Purposes of Plan.

The name of this plan is the Albertson's, Inc. 1995 Stock-Based 
Incentive Plan (the "Plan").  The Plan was adopted on April 5, 1995 by 
the Compensation Committee of the Board of Directors, with authorization 
from the Board, and is subject to the approval of the Company's 
stockholders, which approval is expected to be obtained on May 26, 1995.  
The purposes of the Plan are to promote the growth and profitability of 
the Company by enabling it to attract and retain the best available 
personnel for positions of substantial responsibility, to provide key 
employees with an opportunity for investment in the Company's Common 
Stock, to give them an additional incentive to increase their efforts on 
behalf of the Company and its Subsidiaries, and to further align the 
long-term interests of key employees with those of the stockholders.  
Awards granted under the Plan may be (a) options which may be designated 
as (i) Nonqualified Stock Options or (ii) Incentive Stock Options; 
(b) Stock Appreciation Rights; (c) Restricted or Deferred Stock; or 
(d) other forms of stock-based incentive awards.

Section 2.   Definitions.

The terms defined in this Section 2 shall, for all purposes of this 
Plan, have the meanings herein specified:

      (a) "Act" shall mean the Securities Exchange Act of 1934.

      (b) "Administrator" shall mean the Board, or if the Board does not 
      administer the Plan, the Committee in accordance with Section 4.

      (c) "Award Agreement" shall mean a Stock Option Agreement or other 
      written agreement between the Company and a Participant evidencing 
      the number of shares of Common Stock, SARs or Units subject to the 
      Award and setting forth the terms and conditions of the Award as 
      the Committee may deem appropriate which shall not be inconsistent 
      with the Plan.

      (d) "Award Price" shall mean the Option Price in the case of an 
      Option or the price to be paid for the shares of Common Stock, 
      SARs or Units to be granted pursuant to an Award Agreement.

      (e) "Awards" shall mean, collectively, (i) Options which may be 
      designated as
      (A) Nonqualified Stock Options or
      (B) Incentive Stock Options; (ii) Stock Appreciation Rights 
      (SARs); (iii) Restricted or Deferred Stock; or (iv) other forms of 
      stock-based incentive awards as described in Section 10 hereof.

      (f) "Board" or "Board of Directors" shall mean the Board of 
      Directors of the Company.

      (g) "Code" shall mean the Internal Revenue Code of 1986, as 
      amended from time to time, or any successor thereto.

      (h) "Commission" shall be the Securities and Exchange Commission.

      (i) "Committee" shall mean the committee appointed by the Board of 
      Directors pursuant to Section 4 hereof.
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      (j) "Common Stock" shall mean the Company's presently authorized 
      Common Stock, par value $1.00 per share, except as this definition 
      may be modified pursuant to Section 14 hereof.

      (k) "Company" shall mean Albertson's, Inc., a Delaware 
      corporation.

      (l) "Deferred Stock" shall mean deferred stock awards as described 
      in Section 9 hereof.

      (m) "Demotion" shall mean the reduction of an Optionee's salary 
      grade, job classification, or title (the Optionee's job 
      classification or title shall govern in cases where said job 
      classification or title are not defined by means of a salary 
      grade) with the Company to a level at which Options under this 
      Plan or any other option plan of the Company have not been granted 
      within the three years preceding such demotion.

      (n) "Employee" or "Employees" shall mean key persons (including, 
      but not limited to, employee members of the Board of Directors and 
      officers) employed by the Company, or a Subsidiary thereof, on a 
      full-time basis and who are compensated for such employment by a 
      regular salary.

      (o) "Fair Market Value" shall mean the last sale price of the 
      Common Stock on the New York Stock Exchange Composite Tape on the 
      date an Award is granted or exercised, as applicable, (or for 
      purposes of determining the value of shares of Common Stock used 
      in payment of the Award Price, the date the certificate is 
      delivered) or, if there are no sales on such date, on the next 
      following day on which there are sales.

      (p) "Incentive Stock Option" shall mean an "incentive stock 
      option" as defined in Section 422 of the Code.

      (q) "Mature Stock" shall mean Common Stock which was obtained 
      through the exercise of an option under this Plan or any other 
      plan of the Company, which is delivered to the Company in order to 
      exercise an Option and which has been held continuously by an 
      Optionee for the longer of: (i) six months or more, or (ii) any 
      other period that may in the future be recognized under Generally 
      Accepted Accounting Principles for purposes of defining the term 
      "Mature Stock" in connection with such an Option exercise.

      (r) "Nonqualified Stock Option" shall mean an Option that by its 
      terms is designated as not being an Incentive Stock Option as
      defined above.

      (s) "Option" shall mean the option to purchase shares of Common 
      Stock set forth in a Stock Option Agreement between the Company
      and an Optionee and which may be granted as a Nonqualified Stock 
      Option or an Incentive Stock Option.

      (t) "Optionee" shall mean an eligible Employee, as described in 
      Section 5 hereof, who accepts an Option.

      (u) "Option Price" shall mean the price to be paid for the shares 
      of Common Stock being purchased pursuant to a Stock Option 
      Agreement.

      (v) "Option Period" shall mean the period from the date of grant 
      of an Option to the date after which such Option may no longer be 

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      exercised.  Nothing in this Plan shall be construed to extend the 
      termination date of the Option Period beyond the date set forth in 
      the Stock Option Agreement.

      (w) "Participant" shall be an Employee who has been granted an 
      Award under the Plan.

      (x) "Plan" shall mean the Albertson's, Inc.  1995 Stock-Based 
      Incentive Plan.

      (y) "Restricted Stock" shall mean restricted stock awards as 
      described in Section 9 hereof.

      (z) "SARs" shall mean stock appreciation rights as described in 
       Section 8 hereof.

      (aa) "Stock Appreciation Rights" shall mean stock appreciation 
      rights as described in Section 8 hereof.

      (bb) "Stock Option Agreement" shall mean the written agreement 
      between the Company and Optionee setting forth the Option and the 
      terms and conditions upon which it may be exercised.

      (cc) "Subsidiary" shall mean any corporation in which the Company 
      owns, directly or indirectly through Subsidiaries, at least 50% of 
      the total combined voting power of all classes of stock, or any 
      other entity (including, but not limited to, partnerships and 
      joint ventures) in which the Company owns an interest of at least 
      50% of the total combined equity thereof.

      (dd) "Successor" or "Successors" shall have the meaning set forth 
      in Subsection C3(d) of Section 7 hereof.

      (ee) "Ten Percent Stockholder" shall mean an Employee within the 
      meaning of this term as used in Section 422 of the Code.

      (ff) "Unit" shall mean a unit of measurement which is measured by 
      the Fair Market Value of the Common Stock.

Section 3.   Effective Date and Term.

The effective date of the Plan is May 26, 1995, subject to approval by 
the stockholders of the Company at the Annual Meeting of Stockholders on 
such date.

No Award shall be granted pursuant to the Plan on or after the tenth 
anniversary of the effective date, but Awards theretofore granted may 
extend beyond that date.

Section 4.   Administration.

The Plan shall be administered by the Board in accordance with the 
requirements of Rule 16b-3 as promulgated by the Commission under the 
Act, or by the Compensation Committee of the Board plus such additional 
individuals as the Board shall designate in order to fulfill the 
Disinterested Persons requirement of Rule 16b-3 and as such Rule may be 
amended from time to time, or any successor definition adopted by the 
Commission, or any other committee the Board may subsequently appoint to 
administer the Plan.  Any committee so designated shall be composed 
entirely of individuals who meet the qualifications referred to in 
Rule 16b-3.


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Members of the Committee shall serve at the pleasure of the Board of 
Directors.  Vacancies occurring in the membership of the Committee shall 
be filled by appointment by the Board of Directors.  No member of the 
Committee, while serving as such, shall be eligible to receive any Award 
hereunder, although membership on the Committee shall not affect or 
impair any rights under any Award granted to such member at a time when 
not a member of the Committee.

The Committee shall keep minutes of its meetings.  A majority of the 
Committee shall constitute a quorum thereof and the acts of a majority 
of the members present at any meeting of the Committee at which a quorum 
is present, or acts approved in writing by a majority of the entire 
Committee, shall be the acts of the Committee.

If at any time the Board shall not administer the Plan, then the 
functions of the Board shall be exercised by the Committee.

Section 5.   Eligibility.

Subject to the provisions of the Plan, the Administrator shall determine 
and designate from time to time those key Employees of the Company or 
its Subsidiaries to whom Awards are to be granted, the number of shares 
of Common Stock, SARs or Units to be awarded from time to time to any 
individual and the length of the term of any Award.  In determining the 
eligibility of an Employee to receive an Award, as well as in 
determining the size of the Award to be made to any Employee, the 
Administrator shall consider the position and responsibilities of the 
Employee being considered, the nature and value to the Company or a 
Subsidiary of the Employee's services and accomplishments, the 
Employee's present and potential contribution to the success of the 
Company or its Subsidiaries and such other factors as the Administrator 
may deem relevant.  An Employee who has been granted an Award in one 
year shall not necessarily be entitled to be granted Awards in 
subsequent years.

More than one Award may be granted to an individual, but the aggregate 
number of shares of Common Stock, SARs or Units with respect to which an 
Award is made to any individual, during the life of the Plan, may not, 
subject to adjustment as provided in Section 14 hereof, exceed 10% of 
the shares of Common Stock reserved for purposes of the Plan in 
accordance with the provisions of Section 6 hereof.  The Administrator 
may at any time, regardless of the then current Fair Market Value of the 
Common Stock, grant new Awards to a Participant in exchange for the 
surrender of a previously granted Award.

Section 6.	Number of Shares Subject to the Plan.

Under the Plan the maximum number and kind of shares with respect to 
which Awards may be granted, subject to adjustment in accordance 
with Section 14 hereof, is ten million (10,000,000) shares of Common 
Stock.  The Common Stock to be offered under the Plan may be either 
authorized and unissued shares or issued shares reacquired by the 
Company and presently or hereafter held as treasury shares.  The Board 
of Directors has reserved for the purposes of the Plan a total of 
ten million (10,000,000) of the authorized but unissued shares of Common 
Stock, subject to adjustment in accordance with Section 14 hereof.  If 
any shares as to which an Award granted under the Plan shall remain 
unexercised at the expiration thereof or shall be terminated 
unexercised, they may be the subject of further Awards provided that the 
Plan has not been terminated pursuant to Section 18 hereof.



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Section 7.   Stock Options.

The Administrator may grant Options which may be designated as 
(i) Nonqualified Stock Options or (ii) Incentive Stock Options.  The 
grant of each Option shall be confirmed by a Stock Option Agreement (in 
a form prescribed by the Administrator) that shall be executed by the 
Company and by the Optionee as promptly as practicable after such grant.  
The Stock Option Agreement shall expressly state or incorporate by 
reference the applicable provisions of this Plan pertaining to the type 
of Option granted.

      A. Nonqualified Stock Options.  A Nonqualified Stock Option is an 
      Award in the form of an Option to purchase a specified number of 
      shares of Common Stock during such specified time as the 
      Administrator may determine, not to exceed ten (10) years, at a 
      price determined by the Administrator that, unless deemed 
      otherwise by the Administrator, is not less than the Fair Market 
      Value of the Common Stock on the date the Option is granted.

      B. Incentive Stock Options.   An Incentive Stock Option is an 
      Award in the form of an Option to purchase Common Stock that is 
      identified as an Incentive Stock Option, complies with the 
      requirements of Code Section 422 or any successor section and 
      includes the following:

            1.  The aggregate fair market value (determined at the time 
            of the grant of the Award) of the shares of Common Stock 
            subject to Incentive Stock Options which are exercisable 
            by one person for the first time during a particular 
            calendar year shall not exceed $100,000.  To the extent 
            that Incentive Stock Options granted to an Employee 
            exceed the limitation set forth in the preceding 
            sentence, Incentive Stock Options granted last shall be 
            treated as Nonqualified Stock Options.

            2.  No Incentive Stock Option may be granted under this Plan 
            on or after the tenth anniversary of the date this Plan is
            adopted or the date this Plan is approved by stockholders, 
            whichever is earlier.

            3.  No Incentive Stock Option may be exercisable more than:

            (a) ten (10) years after the date the Incentive Stock Option 
            is granted, in the case of an Employee who is not a Ten 
            Percent Stockholder on the date the Incentive Stock 
            Option is granted; and

            (b) five (5) years after the date the Incentive Stock Option 
            is granted, in the case of an Employee who is a Ten Percent 
            Stockholder on the date the Incentive Stock Option is 
            granted.

            4.  The exercise price of any Incentive Stock Option shall 
            be determined by the Administrator and shall be no less 
            than:

            (a) the Fair Market Value of the Common Stock subject to the 
            Incentive Stock Option on the grant date, in the case of an 
            Employee who is not a Ten Percent Stockholder on the date 
            the Incentive Stock Option is granted; and

            (b) 110 percent of the Fair Market Value of the Common Stock 
            subject to the Incentive Stock Option on the grant date, in 
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            the case of an Employee who is a Ten Percent Stockholder on 
            the date the Incentive Stock Option is granted.

       C. Provisions Applicable to Either Nonqualified Stock Options or 
       Incentive Stock Options

            1.  Option Periods

            The term of each Option granted under this Plan shall be for 
            such period as the Administrator shall determine, but not 
            more than 10 years from the date of grant thereof, subject 
            to Subsection 3 of Subsection B hereof, or to earlier 
            termination as herein after provided in Subsection 3 of this 
            Subsection C.

            2.   Exercise of Options

            Each Option granted under this Plan may be exercised on such 
            date or dates during the Option Period for such number of 
            shares as shall be prescribed by the provisions of the Stock 
            Option Agreement evidencing such Option, provided that:

            (a) An Option may be exercised, (i) only by the Optionee 
            during the continuance of the Optionee's employment by the 
            Company or a Subsidiary, or (ii) after termination of the 
            Optionee's employment by the Company or a Subsidiary in 
            accordance with the provisions of Subsection 3 of this 
            Subsection C.

            (b) An Option may be exercised by the Optionee or a 
            Successor only by written notice (in the form prescribed by 
            the Administrator) to the Company specifying the number of 
            shares to be purchased.

            (c) The aggregate Option Price of the shares as to which an 
            Option may be exercised shall be paid in full upon exercise 
            by any one or any combination of the following: cash, 
            personal check, wire transfer, certified or cashier's check 
            or delivery of certificates for Mature Stock or other Common 
            Stock which was not obtained through the exercise of a stock 
            option, endorsed in blank or accompanied by executed stock 
            powers with signatures guaranteed by a national bank or 
            trust company or a member of a national securities exchange.  
            Payment of the Option Price with certificates evidencing 
            shares of Mature Stock or Common Stock as provided above 
            shall not increase the number of shares available for the 
            grant of Options under the Plan.

            As soon as practicable after receipt by the Company of 
            notice of exercise and of payment in full of the Option 
            Price of the shares with respect to which an Option has been 
            exercised and any applicable taxes, a certificate or 
            certificates representing such shares shall be registered in 
            the name of the Optionee or the Optionee's Successor and 
            shall be delivered to the Optionee or the Optionee's 
            Successor.  An Optionee or Successor shall have no rights as 
            a stockholder with respect to any shares covered by the 
            Option until the Optionee or Successor shall have become the 
            holder of record of such shares, and, except as provided in 
            Section 14 hereof, no adjustments shall be made for 
            dividends (ordinary or extraordinary, whether in cash, 
            securities or other property) or distributions or other 
            rights in respect of such shares for which the record date 
<PAGE>
            is prior to the date on which the Optionee or Successor 
            shall have become the holder of record thereof.

            3.  Termination of Employment; Demotion

            The effect of the Demotion (as "Demotion" is defined in 
            Subsection 2(m) of this Plan) of an Optionee by the Company 
            or of the termination of an Optionee's employment with the 
            Company or a Subsidiary shall be as follows:

            (a) Involuntary Termination or Demotion.  If the employment 
            of an Optionee is terminated involuntarily by the Company or 
            a Subsidiary or if the Optionee receives a Demotion, the 
            right to exercise any outstanding Options, whether presently 
            exercisable or not, held by such Optionee shall terminate, 
            notwithstanding any other provisions herein, on the date 
            such Options expire or three months following such Demotion 
            or involuntary termination, whichever first occurs; it being 
            understood, however, that such right to exercise any 
            outstanding Options during such period shall only exist to 
            the extent such Options were exercisable immediately 
            preceding such Demotion or involuntary termination of 
            employment under the provisions of the applicable agreements 
            relating thereto, or the Administrator, in its sole
            discretion, specifically waives in writing the restrictions 
            relating to exercisability, if any, contained in such 
            agreements.  Upon expiration of such period, all of such 
            Optionee's rights under any Option shall lapse and be 
            without further force or effect.

            (b) Disability.  If the employment of an Optionee is 
            interrupted by reason of a "disability," as defined in 
            Albertson's, Inc.  Employees' Disability Benefits Plan or a 
            successor plan or Albertson's Southern Region Employees' 
            Disability Benefits Plan or a successor plan (collectively 
            referred to herein as the "Disability Plan") and a 
            determination has been made by the trustees under the 
            Disability Plan that such Optionee is eligible to receive 
            disability payments thereunder ("Disability Determination"), 
            the right to exercise any outstanding Options, whether 
            presently exercisable or not, held by such Optionee shall 
            terminate, notwithstanding any other provisions herein, on 
            the date such Options expire or within one year of the date 
            that the first payment is made pursuant to the Disability 
            Determination, whichever is the shorter period; it being 
            understood, however, that such right to exercise any 
            outstanding Options during such period shall only exist to 
            the extent such Options were exercisable immediately 
            preceding the date of the Disability Determination under the 
            provisions of the applicable agreements relating thereto, or 
            the Administrator in its sole discretion, specifically 
            waives in writing the restrictions relating to 
            exercisability, if any,contained in such agreements.  Upon 
            expiration of such period, all of such Optionee's rights 
            under any Option shall lapse and be without further force or 
            effect.

            (c) Retirement.  If an Optionee's employment terminates as 
            the result of retirement of the Optionee under any 
            retirement plan of the Company or a Subsidiary, an Optionee 
            with a Nonqualified Stock Option may exercise any 
            outstanding Nonqualified Stock Option at any time prior to 
            the expiration date of the Nonqualified Stock Option or 
<PAGE>
            within one year following the effective date of the 
            Optionee's retirement, whichever is the shorter period and 
            an Optionee with an Incentive Stock Option may exercise any 
            outstanding Incentive Stock Option at any time prior to the 
            expiration date of the Incentive Stock Option or within 
            three months following the effective date of the Optionee's 
            retirement, whichever is the shorter period; it being 
            understood, however, that such right to exercise Options  
            during such applicable periods shall only exist to the
            extent such Options were exercisable on the date of such 
            termination under the provisions of the applicable 
            agreements relating thereto, or the Administrator, in its 
            sole discretion, specifically waives in writing the 
            restrictions relating to exercisability, if any, contained 
            in such agreements.  Upon expiration of such applicable 
            period all of such Optionee's rights under the Option shall 
            lapse and be without further force or effect.

            (d) Death.  (i) If an Optionee shall die while an Employee 
            or within three months after the date that a determination 
            is made under the Disability Plan that such Optionee is 
            eligible to receive disability payments thereunder, the 
            Optionee's Option or Options may be exercised by the person 
            or persons entitled to do so under the Optionee's will or, 
            if the Optionee shall have failed to make testamentary 
            disposition of such Options or shall have died intestate, by 
            the Optionee's legal representative or representatives (such 
            person, persons, representative or representatives are 
            referred to herein as the "Successor" or "Successors" of an 
            Optionee), in either case at any time prior to the 
            expiration date of such Options or within one year of the 
            date of the Optionee's death, whichever is the shorter 
            period; it being understood, however, that such right to 
            exercise Options during such period shall only exist to the 
            extent such Options were exercisable on the date of the 
            Optionee's death under the provisions of the applicable 
            agreements relating thereto, or the Administrator, in its 
            sole discretion, specifically waives in writing the 
            restrictions relating to exercisability, if any, contained 
            in such agreements.  Upon expiration of such period, all of 
            such Optionee's rights under any Option shall lapse and be 
            without further force or effect.  (ii) If an Optionee shall 
            die within one year after the Optionee's retirement or 
            within three months after the involuntary termination of the 
            Optionee's employment, the Optionee's Options may be 
            exercised by the Optionee's Succesors at any time prior to 
            the expiration date of such Options or within one year of 
            the date of the Optionee's death, whichever is the shorter 
            period; it being understood, however, that such right to 
            exercise Options during such period shall only exist to the 
            extent such Options were exercisable on the date of the 
            Optionee's retirement or termination of employment under the 
            provisions of the applicable agreements relating thereto, or 
            the Administrator, in its sole discretion, specifically 
            waives in writing the restrictions relating to 
            exercisability, if any, contained in such agreements.  Upon 
            expiration of such period all of such Optionee's rights 
            under any Option shall lapse and be without further force or 
            effect.

            (e) Voluntary or Other Termination.   If the employment of 
            an Optionee shall terminate voluntarily or for any reason 
            other than as set forth in Paragraphs (a), (b), (c) or 
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            (d) above, the Optionee's rights under any then outstanding 
            Options shall terminate on the date of such termination of 
            employment; provided, however, the Administrator may, in its 
            sole discretion, take such action as it considers 
            appropriate to waive in writing such automatic termination 
            and/or the restrictions, if any, contained in the applicable 
            agreements relating thereto.

           (f) To the extent that an Option may be exercised during a 
           period designated (expressly or pursuant to an action of the 
           Administrator) in Subsection C3 of this Section 7, unless 
           exercised within such designated period, the Option shall 
           thereafter be null and void.

           4.  Other Terms

           Options granted pursuant to the Plan may contain such other 
           terms, restrictions, provisions and conditions not 
           inconsistent herewith as may be determined by the 
           Administrator.

Section 8.   Stock Appreciation Rights.

(a) A stock appreciation right or SAR is a right to receive, upon 
surrender of the right, but without payment, an amount payable in cash.  
The amount payable with respect to each SAR shall be equal in value to 
the excess, if any, of the Fair Market Value of a share of Common Stock 
on the exercise date over the exercise price of the SAR.  The exercise 
price of the SAR shall be determined by the Administrator and shall not 
be less than the Fair Market Value of a share of Common Stock on the 
date the SAR is granted.

(b) In the case of an SAR granted in tandem with an Incentive Stock 
Option to an Employee who is a Ten Percent Shareholder on the date of 
such grant, the amount payable with respect to each SAR shall be equal 
in value to the excess, if any, of the Fair Market Value of a share of 
Common Stock on the exercise date over the exercise price of the SAR, 
which exercise price shall not be less than 110% of the Fair Market 
Value of a share of Common Stock on the date the SAR is granted.

(c) The exercise price shall be established by the Administrator at the 
time the SAR is granted.  A SAR may contain such other terms, 
restrictions, provisions and conditions not inconsistent herewith as may 
be determined by the Administrator.

Section 9.   Restricted Stock/Deferred Stock.

(a) Restricted Stock is Common Stock of the Company that is issued to a 
Participant at a price determined by the Administrator, which price may 
be zero (if permitted by law), and is subject to restrictions on 
transfer and/or such other restrictions on incidents of ownership as the 
Administrator may determine.  Restricted Stock may contain such other 
terms, restrictions, provisions and conditions not inconsistent herewith 
as may be determined by the Administrator.

(b) Deferred Stock is an Award of Common Stock which is made to a 
Participant at a price determined by the Administrator, which price may 
be zero (if permitted by law) and which is not issued to the Participant 
until all the restrictions on transfer and/or such other restrictions on 
incidents of ownership as the Administrator has determined have lapsed.  
Deferred Stock may contain such other terms, restrictions, provisions 
and conditions not inconsistent herewith as may be determined by the 
Administrator.
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Section 10.	Other Stock-Based Incentive Awards.

The Administrator may from time to time grant Awards under this Plan 
that provide the Participant with the right to purchase Common Stock or 
that are valued by reference to the Fair Market Value of the Common 
Stock (including, but not limited to, phantom securities or dividend 
equivalents).  Such Awards shall be in a form determined by the 
Administrator, provided that such Awards shall not be inconsistent with 
the terms and purposes of the Plan.  The Administrator will determine 
the price of any Award and may accept any lawful consideration therefor.  
Such Awards may contain such other terms, restrictions, provisions and 
conditions not inconsistent herewith as may be determined by the 
Administrator.

Section 11.	No Right to Continued Employment.

Neither the Plan nor any Awards granted under the Plan shall be deemed 
to confer upon any Employee any right to continued employment by the 
Company or any Subsidiary, and shall not interfere in any way with the 
right of the Company or any Subsidiary to demote or discharge the 
Employee for any reason at any time.  Nothing contained in the Plan 
shall prevent the Board from adopting other or additional compensation 
arrangements, subject to stockholder approval if such approval is 
required; and such arrangements may be either generally applicable or 
applicable only in specific cases.

Section 12.   Listing and Registration of Shares.

If at any time the Board of Directors shall determine, in its 
discretion, that the listing, registration or qualification of any of 
the shares subject to Awards under the Plan upon any securities exchange 
or under any state or federal law, or the consent or approval of any 
governmental regulatory body, is necessary or desirable as a condition 
of or in connection with the purchase or issuance of shares thereunder, 
no outstanding Awards may be exercised in whole or in part unless such 
listing, registration, qualification, consent or approval shall have 
been effected or obtained free of any conditions not acceptable to the 
Board of Directors.  The Board of Directors may require any person 
exercising an Award to make such representations and furnish such in 
formation as it may consider appropriate in connection with the issuance 
or delivery of the shares in compliance with applicable law and shall 
have the authority to cause the Company at its expense to take any 
action related to the Plan that may be required in connection with such 
listing, registration, qualification, consent or approval.

Section 13.	Acceleration of Awards Upon Change in Control and 
Termination of Employment.

(a) Notwithstanding anything to the contrary contained elsewhere in this 
Plan, unless the terms of the Award Agreement specifically provide 
otherwise or unless otherwise determined by the Administrator in writing 
at or after award, but prior to the occurrence of a Change in Control 
(as defined below), upon a Change in Control, each outstanding Award 
shall become immediately vested and/or exercisable for the total 
remaining number of shares of Common Stock, SARs or Units covered by the 
Award.

(b) Notwithstanding anything to the contrary contained elsewhere in this 
Plan or under the terms of any Award Agreement, if any Participant's 
employment with the Company is terminated by the Company prior to a 
Change in Control without Cause (as defined below) at the direction of a 
"person" (as defined for purposes of Section 13(d) of the Act) who has 
entered into an agreement with the Company the consummation of which 
<PAGE>
will constitute a Change in Control, the Award of such terminated 
Participant shall become immediately exercisable, as of the date 
immediately preceding such date of termination, for the total remaining 
number of shares of Common Stock, SARs or Units covered by the Award.  
For purposes of this Section, "Cause" shall mean (i) the willful and 
continued failure by the Participant to substantially perform his or her 
duties with the Company (other than due to incapacity due to physical or 
mental illness) or (ii) the willful engaging by the Participant in 
conduct which is demonstrably and materially injurious to the Company or 
its Subsidiaries.

(c) For purposes of this Section, "Change in Control" shall mean the 
occurrence in a single transaction or series of transactions of any one 
of the following events or circumstances: (i) merger, consolidation or 
reorganization where the beneficial owners of the voting securities of 
the Company immediately preceding such merger, consolidation or 
reorganization beneficially own less than 80% of the securities 
possessing the right to vote to elect directors or to authorize a 
merger, consolidation or reorganization with respect to the survivor, 
after giving effect to such merger, consolidation or reorganization, 
(ii) merger, consolidation or reorganization of the Company where 20% or 
more of the incumbent directors of the Company are changed, 
(iii) acquisition by any person or group, as defined for purposes of 
Section 13(d) of the Act, other than a trustee or other fiduciary 
holding voting securities of the Company under an employee benefit plan 
of the Company (or a corporation owned, directly or indirectly, by the 
holders of voting securities of the Company in substantially the same 
proportion as their ownership of voting securities of the Company) of 
beneficial ownership of 20% or more of the voting securities of the 
Company (such amount to include any voting securities of the Company 
acquired prior to the effective date of this Plan), (iv) during any 
period of two (2) consecutive years, individuals who at the beginning of 
such period constitute the Board of Directors and any new director 
(other than a director designated by a person who has entered into an 
agreement with the Company to effect a transaction described in 
clauses (i), (ii), (iii) or (v) of this Subsection) whose election by 
the Company's stockholders was approved by a vote of at least two-thirds 
(_) of the directors still in office who either were directors at the 
beginning of the period or whose election or nomination for election was 
previously so approved, cease for any reason to constitute a majority 
thereof, or (v) approval by the stockholders of the Company of a plan of 
liquidation or dissolution with respect to the Company or an agreement 
for the sale or disposition by the Company of all or substantially all 
the Company's assets; provided, that in the event the exact date of a 
Change in Control cannot be determined, such Change in Control will be 
deemed to have occurred on the earliest date on which it could have 
occurred.  For these purposes, the Administrator shall rely upon any 
notice from the Company that concludes that a Change in Control has 
occurred.  In the absence of such a notice, the Administrator shall 
determine whether a Change in Control has occurred and shall specify the 
date on which the Change in Control occurred, or if an exact date cannot 
be determined, the earliest date on which such Change in Control could 
have occurred.  Notwithstanding the foregoing, a Change in Control shall 
not include, with respect to an individual Participant, any event, 
circumstance or transaction described in clauses (i), (ii), (iii), 
(iv) or (v) of this Subsection which results, within the six-month 
period preceding such event, circumstance or transaction, from the 
action of any entity or group which includes, is affiliated with or is 
wholly or partly controlled by such individual Participant (a 
"Participant Group"), provided, however, that such action shall not be 
taken into account for this purpose if it occurs within such six-month 
period after the action of any person or group (within the meaning of 
clause (iii) of this Subsection) which is not a Participant Group.
<PAGE>
Section 14.   Adjustments.

In the event of any merger, reorganization, consolidation, 
recapitalization, stock dividend, stock split-up, reverse stock split, 
combination of shares or other change in corporate structure affecting 
the Common Stock, a substitution or adjustment shall be made in (i) the 
aggregate number of shares reserved for issuance under the Plan, and 
(ii) the kind, number and Award Price of shares subject to outstanding 
Awards granted under the Plan as may be determined by the Administrator, 
in its sole discretion, provided that the number of shares subject to 
any Award shall always be a whole number.  Such other substitutions or 
adjustments shall be made as may be determined by the Administrator, in 
its sole discretion.

Upon any adjustment made pursuant to this Section 14 the Company will, 
upon request, deliver to the Participant or to the Participant's 
Successors a certificate of its Secretary setting forth the Award Price 
thereafter in effect and the number and kind of shares or other 
securities thereafter purchasable upon the exercise of such Award.

Section 15.   Use of Proceeds.

The proceeds received by the Company from the sale of shares pursuant to 
Options granted under this Plan or from the exercise of other Awards 
shall be available for general corporate purposes.

Section 16.   Tax Withholding.

The Administrator may establish such rules and procedures as it 
considers desirable in order to satisfy any obligation of the Company 
and any Subsidiary to withhold federal income taxes or other taxes with 
respect to any Award made under the Plan.  Such rules and procedures may 
provide (i) in the case of Awards paid in shares of Common Stock, that 
the person receiving the Award may satisfy the withholding obligation by 
instructing the Company to withhold shares of Common Stock otherwise 
issuable upon exercise of such Award in order to satisfy such 
withholding obligation and (ii) in the case of an Award paid in cash, 
that the withholding obligation shall be satisfied by withholding the 
applicable amount and paying the net amount in cash to the Participant.

Section 17.   Nontransferability.

Each Award granted under the Plan shall by its terms be nontransferable 
by the holder of such Award except by will or the laws of descent and 
distribution or as may otherwise be permitted by Rule 16b-3 of the Act 
and for Incentive Stock Options by Code Section 422; provided, however, 
that any Award so transferred shall continue to be subject to all the 
terms and conditions contained in the Award Agreement, and each Award 
shall be exercisable during the holder's lifetime only by the holder or 
in accordance with the terms of such permitted transfer.

Section 18.	Interpretation, Amendments and Termination.

The Administrator may make such rules and regulations and establish such 
procedures for the administration of the Plan as it deems appropriate.  
In the event of any dispute or disagreement as to the interpretation of 
this Plan or of any rule, regulation or procedure, or as to any 
question, right or obligation arising from or related to the Plan, the 
decision of the Administrator shall be final and binding upon all 
persons.

The Board may amend, alter or discontinue the Plan, but no amendment, 
alteration, or discontinuation shall be made that would impair the 
<PAGE>
rights of a Participant under any Award theretofore granted without such 
Participant's consent, or that, without the approval of the Company 
stockholders, would:

      (a) except as provided in Section 14, increase the total number of 
      shares of Common Stock reserved for the purposes of the Plan;

      (b) change the Employees or class of Employees eligible to 
      participate in the Plan; or

      (c) extend the maximum period during which Awards may be granted.

Notwithstanding the foregoing, stockholder approval under this 
Section 18 shall be required only at such times and under such 
circumstances as stockholder approval would be required under Rule 16b-3 
of the Act with respect to any material amendment to any employee 
benefit plan of the Company.

The Administrator may amend the terms of any award theretofore granted, 
prospectively or retroactively, but, subject to Section 14 above, no 
such amendment shall impair the rights of any holder without his or her 
consent.

The Board of Directors may, in its discretion, terminate this Plan at 
any time.  Termination of the Plan shall not affect the rights of 
Participants or their Successors under any Awards outstanding and not 
exercised in full on the date of termination.

Section 19.   General
Provisions.

No Award may be exercised by the holder thereof if such exercise, and 
the receipt of cash or stock thereunder, would be, in the opinion of 
counsel selected by the Administrator, contrary to law or the 
regulations of any duly constituted authority having jurisdiction over 
the Plan.

Absence on leave approved by a duly constituted officer of the Company 
or any of its Subsidiaries shall not be considered interruption or 
termination of service of any Employee for any purposes of the Plan or 
Awards granted thereunder, except that no Awards may be granted to an 
Employee while he or she is absent on leave.

No Participant shall have any rights as a stockholder with respect to 
any shares subject to Awards granted to him or her under the Plan prior 
to the date as of which he or she is actually recorded as the holder of 
such shares upon the stock records of the Company.

Nothing contained in the Plan or in Awards granted thereunder shall 
confer upon any Employee any right to continue in the employ of the 
Company or any of its Subsidiaries or interfere in any way with the 
right of the Company or any of its Subsidiaries to terminate his or her 
employment at any time.

Any Award Agreement may provide that stock issued upon exercise of any 
Award may be subject to such restrictions, including, without 
limitation, restrictions as to transferability and restrictions 
constituting substantial risks or forfeiture as the Committee may 
determine at the time such Award is granted.




<PAGE>
Section 20.   Indemnification and Exculpation.

Each person who is or shall have been a member of the Board of Directors 
or of the Committee administering the Plan shall be indemnified and held 
harmless by the Company against and from any and all loss, cost, 
liability or expense that may be imposed upon or reasonably incurred by 
such person in connection with or resulting from any claim, action, suit 
or proceeding to which such person may be or become a party or in which 
such person may be or become involved by reason of any action taken or 
failure to act under the Plan and against and from any and all amounts 
paid by such person in settlement thereof (with the Company's written 
approval) or paid by such person in satisfaction of a judgment in any 
such action, suit or proceeding, except a judgment in favor of the 
Company based upon a finding of such person's lack of good faith; 
subject, however, to the condition that, upon the institution of any 
claim, action, suit or proceeding against such person, such person shall 
in writing give the Company an opportunity, at its own expense, to 
handle and defend the same before such person undertakes to handle and 
defend it on such person's behalf.  The foregoing right of 
indemnification shall not be exclusive of any other right to which such 
person may be entitled as a matter of law or otherwise, or any power 
that the Company may have to indemnify or hold such person harmless.

Each member of the Board of Directors or of the Committee administering 
the Plan, and each officer and employee of the Company, shall be fully 
justified in relying or acting in good faith upon any information 
furnished in connection with the administration of the Plan by any 
appropriate person or persons other than such person.  In no event shall 
any person who is or shall have been a member of the Board of Directors 
or of the Committee administering the Plan, or an officer or employee of 
the Company be held liable for any determination made or other action 
taken or any omission to act in reliance upon any such information, or 
for any action (including the furnishing of information) taken or any 
failure to act, if in good faith.

Section 21.   Notices.

All notices under the Plan shall be in writing, and if to the Company, 
shall be delivered to the Secretary of the Company or mailed to its 
principal office, 250 Parkcenter Blvd., Post Office Box 20, Boise, Idaho 
83726, addressed to the attention of the Secretary; and if to a 
Participant, shall be delivered personally or mailed to the Participant 
at the address appearing in the payroll records of the Company or a 
Subsidiary.  Such addresses may be changed at any time by written notice 
to the other party.







