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                                                         Exhibit 10.25.1
                                                      Dated May 30, 1995

                            ALBERTSON'S, INC.
                        1995 STOCK OPTION PLAN FOR
                          NON-EMPLOYEE DIRECTORS
                                 AGREEMENT

      This agreement is made pursuant to the 1995 Stock Option Plan for 
Non-Employee Directors ("Agreement") and is made between Albertson's, 
Inc., a Delaware corporation ("Company") and _________________ 
("Optionee"), a non-employee member of the Board of Directors of the 
Company.

      1.     The Company, pursuant to its 1995 Stock Option Plan for 
Non-Employee Directors ("Plan"), a copy of which is attached hereto and 
incorporated herein by reference, hereby confirms the grant to the 
Optionee on __________ of an option ("Option") to purchase 2,000 (Two 
Thousand) shares of the Company's Common Stock ("Common Stock") at a 
price of $______ per share (which is the last sale price of the Common 
Stock on the New York Stock Exchange Composite Tape on the date on which 
the Option is granted), subject to the terms and conditions of the Plan 
including, but not limited to, the antidilution provisions of Section 3 
thereof.  The Option is a Nonqualified Stock Option as defined in the 
Plan.

      2.     The Option will expire on ____________ and, subject to the 
provisions of the Plan, is exercisable immediately, in whole or in part.  
If the Optionee resigns or does not stand for election (prior to 
retirement from the Board of Directors upon reaching age 70) or is 
removed from his or her position as a Director or is not re-elected to 
his or her position as a Director, any unexercised portion of the Option 
shall terminate as of the date of his or her resignation or removal or 
at the end of his or her term, as applicable.  If the Optionee does not 
stand for re-election due to retirement from the Board of Directors upon 
reaching age 70 or dies while a Director, any unexercised portion of the 
Option shall terminate on the earlier of  (a) one year from the date of 
the end of his or her term or death, as applicable, or (b) the date on 
which the option expires by its terms.  

      3.     The Option or any part thereof may only be exercised by 
giving written notice of exercise to the Corporate Secretary of the 
Company, specifying the number of shares to be purchased.  This notice 
shall be accompanied by payment of the aggregate purchase price for the 
number of shares purchased.  Such exercise, subject to Paragraph 5 
hereof, shall be effective upon the actual receipt of such payment and 
written notice by the Corporate Secretary of the Company.  The aggregate 
option price for all shares purchased pursuant to an exercise of the 
Option shall be paid by cash, personal check, wire transfer, certified 
or cashier's check, or delivery of stock certificates for Mature Stock 
(as defined in the Plan) 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.  The 
Optionee shall furnish with each notice of exercise of any portion of 
the Option such documents as the Company in its discretion may deem 
necessary to assure compliance with applicable regulations of any stock 
exchange or governmental authority.  The Optionee or Optionee's 
successor (after the death of the Optionee) shall have no rights as a 
stockholder with respect to any share(s) covered by the Option until the 
Optionee or the Optionee's successor (after the death of the Optionee) 
shall have become the holder of record of such share(s), and, except as 


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provided in Section 3 of the Plan, 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 
share(s) for which the record date is prior to the date on which the 
Optionee or the Optionee's successor (after the death of the Optionee) 
shall have become the holder of record thereof.

      4.     The Option confirmed hereby is nontransferable by the 
Optionee except by will or by the laws of descent or distribution, and 
as may otherwise be permitted by Rule 16b-3 promulgated under the 
Securities Exchange Act of 1934, as amended ("Act"), and only by 
execution and delivery to the Company of the documents prescribed by the 
Non-Employee Directors' Deferred Compensation Committee of the Board of 
Directors.

      5.     Upon demand by the Company, the Optionee agrees to provide 
satisfactory evidence to the Company that the Optionee has paid any and 
all taxes that may become applicable as a result of the exercise of the 
Option.

      6.     If  at any time the Board of Directors of the Company shall 
determine, in its discretion, that the listing, registration or 
qualification of the shares covered by this Agreement upon any 
securities exchange or under any state of federal law, or the consent or 
approval of any governmental regulatory authority, or evidence of the 
investment intent of the Optionee or the Optionee's successor (after the 
death of the Optionee) is necessary or desirable as a condition of the 
exercise of the Option, the Option may not be exercised, in full or in 
part, unless and until such listing, registration, qualification, 
consent or approval or evidence shall have been effected or obtained 
free of any conditions not legally acceptable to the Company.

      7.     This Agreement shall not be construed as giving the 
Optionee any right to be retained as a Director of the Company.

      8.     The laws of the State of Delaware shall govern the 
interpretation, validity and performance of the terms of this Agreement, 
regardless of the law that might be applied under principles of 
conflicts of law.

      9.     By execution of this Agreement, the Optionee acknowledges 
receipt of a copy of this Agreement, the Plan and related documentation, 
together constituting the Prospectus, and the Optionee has reviewed such 
documents.  The Optionee agrees to comply with all of the terms and 
conditions of this Agreement and of the Plan.

IN WITNESS WHEREOF, this Agreement has been executed this ____ day of 
___________.


Albertson's, Inc.,
a Delaware corporation


By:    ___________________________             _________________________
          Chairman of the Board                      Optionee


By:     __________________________
           Corporate Secretary


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