FOOD LION INC, SC 13D/A, 1994-09-20

FOOD LION INC
SC 13D/A, 1994-09-20
GROCERY STORES

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

FOOD LION, INC.
(Name of Issuer)

Class B Common Stock, $.50 per share
(Title of Class of Securities)

344775-10-1
(CUSIP Number)

Gwynne H. Wales
White & Case
1155 Avenue of the Americas
New York, New York 10036
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 15, 1994
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box ( ).

Check the following box if a fee is being paid with the statement ( ). (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.

* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

(Continued on following page(s))
CUSIP No. 344775-10-1 Page 2 of 35 Pages
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Etablissements Delhaize Freres et Cie, "Le Lion" S.A. ("Delhaize 'Le
Lion'"). Delhaize "Le Lion" has not I.R.S. identification number.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) (x)
(b) ( )

3 SEC USE ONLY
4 SOURCE OF FUNDS*

Not applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Belgium
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7 SOLE VOTING POWER:

8 SHARED VOTING POWER:

120,443,462 shares of Class B Common Stock
9 SOLE DISPOSITIVE POWER:

57,090,682 shares of Class B Common Stock

10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

125,972,680 shares of Class B Common Stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*

( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

52.6% of Class B Common Stock

14 TYPE OF REPORTING PERSON*

CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

CUSIP No. 344775-10-1 Page 3 of 35 Pages
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Delhaize The Lion America, Inc. ("Detla")
EI No. 51-0232323

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) (x)
(b) ( )

3 SEC USE ONLY
4 SOURCE OF FUNDS*

Not applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7 SOLE VOTING POWER:

8 SHARED VOTING POWER:

120,443,462 shares of Class B Common Stock
9 SOLE DISPOSITIVE POWER:

63,352,780 shares of Class B Common Stock

10 SHARED DISPOSITIVE POWER:

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

125,972,680 shares of Class B Common Stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

52.6% of Class B Common Stock

14 TYPE OF REPORTING PERSON*

* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

CUSIP No. 344775-10-1 Page 4 of 35 Pages
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Tom E. Smith
SS No. ###-##-####

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ( )
(b) (x)

3 SEC USE ONLY
4 SOURCE OF FUNDS*

Not applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7 SOLE VOTING POWER:

1,529,267 shares of Class B. Common Stock

8 SHARED VOTING POWER:

9 SOLE DISPOSITIVE POWER:

1,529,267 shares of Class B Common Stock

10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

125,972,680 shares of Class B Common Stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*

( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

52.6% of Class B Common Stock

14 TYPE OF REPORTING PERSON*

IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

CUSIP No. 344775-10-1 Page 5 of 35 Pages
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Ralph W. Ketner
SS No. ###-##-####

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ( )
(b) (x)

3 SEC USE ONLY
4 SOURCE OF FUNDS*

Not applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7 SOLE VOTING POWER:

3,999,951 shares of Class B Common Stock

8 SHARED VOTING POWER:

9 SOLE DISPOSITIVE POWER:

3,999,951 shares of Class B Common Stock

10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

125,972,680 shares of Class B Common Stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*

( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

52.6% of Class B Common Stock

14 TYPE OF REPORTING PERSON*

IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Item 1. Security and Issuer.

This Amendment No. 6 ("Amendment No. 6") is filed on behalf of
Delhaize "Le Lion", and Detla, with respect to its Schedule 13 D (the
"Schedule 13D"), as amended by Amendment No. 1 thereto ("Amendment No. 1),
<PAGE>
Amendment No. 2 thereto dated September 1, 1983 ("Amendment No. 2"), Amendment
No. 3 thereto dated March 16, 1988 ("Amendment No. 3"), and Amendment No. 4
thereto dated October 3, 1988 ("Amendment No. 4"), and Amendment No. 5 thereto
dated March 20, 1992 ("Amendment No. 5") relating to the Class B Common Stock
$.50 per share of Food Lion, Inc., a North Carolina Corporation, to add the
following information.

Item 2. Identity and Background.

(a) DETLA

Directors and Executive Officers.

Reference is made to Exhibit B which is incorporated herein by
reference.

Disclosure of Legal Proceedings.

Neither Detla nor any director or executive officer of Detla has
been convicted in any criminal proceedings, excluding traffic violations and
similar misdemeanors, or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to
Federal or State securities laws or finding any violation with respect to,
such laws, during the last five years.

(b) Delhaize "Le Lion"

Directors and Executive Officers.

Reference is made to Exhibit A which is incorporated herein by
reference. Disclosure of Legal Proceedings.

Neither Delhaize "Le Lion" nor any director or executive officer of
Delhaize "Le Lion" has been convicted in any criminal proceedings, excluding
traffic violations and similar misdemeanors, or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any
violation with respect to such laws, during the last five years.

Item 4. Purpose of Transaction.

The 1988 Shareholders Agreement, as described in Item 4 of Amendment
No. 4 to Schedule 13D filed by Delhaize "Le Lion" on October 3, 1988 was
amended on May 5, 1994 (the "Amendment"). Pursuant to such Amendment on such
date, Mr. Ralph W. Ketner ceased to be a party to the 1988 Shareholders
Agreement. A copy of the Amendment is attached hereto as Exhibit C. The 1988
Shareholders Agreement has been superseded on September 15, 1994 by the 1994
shareholders Agreement (the "1994 Shareholders Agreement"), among Delhaize "Le
Lion", Detla and Food Lion, Inc. a copy of which is attached hereto as Exhibit
D. This summary of provisions, including the definitions of defined terms not
defined herein, is qualified in its entirety by reference to the Amendment and
to the 1994 Shareholders Agreement.

(a) Not applicable.

(b) Not applicable.

(d) Section 1 of the 1994 Shareholders Agreement, provides for the
establishment of a Nominating Committee of the Board of Directors for the
purpose of nominating the slate of directors to be submitted to the
<PAGE>
shareholders for election at the annual meeting or at any meeting of the
shareholders at which a director or directors are to be elected and filling
any vacancy that may arise from time to time. The composition of the
Nominating Committee, of each slate of directors and the other
responsibilities of the Nominating Committee are set forth as follows:

(i) The Nominating Committee consists of three directors, one of
whom is designated by the Shareholders, one of whom is the Chief
Executive Officer of the Company (or his designee from among the
members of the Board of Directors of the Company) and one of whom is an
independent director;

(ii) The slate of directors nominated by the Nominating Committee
consists of ten (10) persons, four (4) of whom are proposed by the
Chief Executive Officer of Delhaize "Le Lion" (hereinafter the
"Delhaize Designees"), two (2) of whom are proposed by the Chief
Executive Officer of the Company (hereinafter the "CEO Designees") and
four (4) of whom are independent directors;

(iii) In the event that any director ceases to be a director of
the Company, then the Nominating Committee shall nominate an
appropriate person to fill such vacancy, selected in the same manner as
the director who ceased being director;

(iv) The Nominating Committee recommends its slate of directors
or any individual nominee to the Board of Directors of the Company.
Any nomination(s) of directors recommended by the Nominating Committee
shall be approved by the Board of Directors by Special Vote (i.e.,
70%). In the event that the Board of Directors fails to approve a
slate or any individual nominee proposed by the Nominating Committee,
the Nominating Committee shall meet to propose another slate, or
nominee, as the case may be, acceptable to the Board of Directors.

(e) The 1994 Shareholders Agreement does not provide any provision
relating to a dividend policy.

(f) Not applicable.

(g) Section 3 of the 1994 Shareholders Agreement provides that the By-
Laws of the Company shall be modified so as to require an affirmative vote of
at least 70% of the directors approving certain actions and in particular to
elect a chief executive officer other than Tom Smith, sell or otherwise
dispose of a substantial part of the Company's assets other than in the
ordinary course of business, and for the merger or consolidation of the
Company with and into any other corporation. Until the required shareholders
vote is obtained to render such provision effective, subparagraph 3(a) of the
1988 Shareholders Agreement remains in full force and effect.

(h) Not applicable.

(i) Not applicable.

(j) Not applicable.

Item 5. Interest in Securities of the Issuer.

(a) The number and percentage of shares of Class B Common Stock solely
beneficially owned by each reporting person as of September 9, 1994 are as
follows:
<TABLE>
<CAPTION>
Name of Percentage of Out-
Reporting Number standing Class B Common
Person of Shares Stock of the Company
<PAGE>
<S> <C> <C>

Delhaize "Le Lion" 57,090,682 <F1> 23.8
Detla 63,352,780 <F1> 26.4

Tom E. Smith 1,529,267 <F1><F2> 0.6
<F3>

Ralph W. Ketner 3,999,951 <F1><F2> 1.7
125,972,680 52.6 <F4>

</TABLE>

Delhaize "Le Lion" and Detla hereby expressly disclaim beneficial
ownership of the shares of Class B Common Stock beneficially owned by Tom E.
Smith and Ralph W. Ketner; Tom E. Smith and Ralph W. Ketner hereby expressly
disclaim

<F1> Reference is made to Item 6 of this Statement.

<F2> Include all options presently exercisable or exercisable within 60
days.

<F3> Includes 203 shares of Class B Common Stock owned by Mr. Smith's wife
and excludes 348,912 shares of Class B Common Stock owned by trusts
created by Mr. Smith for his children and over which Mr. Smith
exercises no voting or investment power.

<F4> Percentages do not foot due to rounding.

beneficial ownership of the shares of Class B Common Stock beneficially owned
by Delhaize "Le Lion" and Detla; and each of Tom E. Smith and Ralph W. Ketner
disclaim beneficial ownership of Class B Common Stock beneficially owned by
the other.

(b) Reference is made to pages 2 to 5 of this Statement.

None.

(d) Not applicable.

(e) Pursuant to the Amendment, on May 5, 1994, Mr. Ralph W. Ketner
ceased to be a party to the 1988 Shareholders Agreement. Mr. Tom E. Smith is
not a party to the 1994 Shareholders Agreement. As a result of such action
each of Mr. Ketner and Mr. Smith neither beneficially holds 5% of the Class B
Common Stock of the Company, nor is part of any group which beneficially owns
5% of the Class B Common Stock of the Company.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.

Section 2 of the 1994 Shareholders Agreement sets forth a voting
agreement between the Shareholders (i) to vote in favor of the slate of
directors proposed by the Nominating Committee and approved by the Board of
Directors of the Company and (ii) not to participate, directly or indirectly,
in any effort to cause cumulative voting to be in effect for any election of
directors of the Company.

On June 30, 1981, the Company entered into an agreement with Mr. Ralph
W. Ketner providing for the purchase after his death of that number of shares
of Class A and B Common Stock of the Company which the personal representative
of Mr. Ketner's estate may elect to sell to the Company. The Company will not
<PAGE>
be required to purchase shares having an aggregate purchase price in excess of
$3,000,000. The purchase price for the shares to be acquired by the Company
pursuant to this agreement will be an amount equal to 95% of the means of the
high and low "asked" prices of the Class A and Class B Common Stock of the
Company as reported in The Wall Street Journal during the six-month period
ending on the day next preceding Mr. Ketner's death.

Item 7. Material to be Filed as Exhibits.

A copy of the Amendment is attached hereto as Exhibit C, a copy of the
1994 Shareholders Agreement is attached as Exhibit D hereto, and a copy of the
Joint Filing Agreement pursuant to Rule 13d-1(f) is attached as Exhibit E.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

ETABLISSEMENTS DELHAIZE FRERES
ET CIE, "LE LION" S.A.:

By: /s/ Gui de Vaucleroy
Name: Gui de Vaucleroy
Title: Chief Executive Officer
and President

Dated: September 15, 1994

DELHAIZE THE LION AMERICA, INC.:

By: /s/Gui de Vaucleroy
Name: Gui de Vaucleroy
Title: Chief Executive Officer
and Chairman

Dated: September 15, 1994

/s/ Tom E. Smith
Tom E. Smith

Dated: September 15, 1994

/s/ Ralph W. Ketner
Ralph W. Ketner

Dated: September 15, 1994

<TABLE>

EXHIBIT INDEX

Exhibit No. Description Page
<PAGE>
<S> <C> <C>

A List of Directors and Executive Officers
of Delhaize "Le Lion"
B List of Directors and Executive Officers
of Detla

C First Amendment to the 1988 Shareholders
Agreement

D 1994 Shareholders Agreement
E Joint Filing Agreement pursuant to Rule
13d-1 (f)(1)(iii)

</TABLE>

Attachment Index

Pursuant to Item 101(a)(2)(ii) of Regulation S-T and Rule 13d-2(c) of the
General Rules and Regulations under the Securities Exchange Act of 1934,
attached to this filing are the following documents:

Attachment No. 1: Schedule 13D dated October 15, 1976
Attachment No. 2: Amendment No. 1 to Schedule 13D dated
November 16, 1976
Attachment No. 3: Amendment No. 2 to Schedule 13D dated
September 1, 1983
Attachment No. 4: Amendment No. 3 to Schedule 13D dated
March 16, 1988
Attachment No. 5: Amendment No. 4 to Schedule 13D dated
October 3, 1988
Attachment No. 6: Amendment No. 5 to Schedule 13D dated
March 20, 1992

Attachment No. 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

SCHEDULE 13D

Filed pursuant to Rule 14d-1
under the Securities Exchange Act of 1934

ESTABLISSEMENTS DELHAIZE FRERES & CIE
"LE LION" S.A.
<PAGE>
Rue Osseghem, 53
1080 Brussels, Belgium

with respect to the Common Stock,
$.50 par value per share of
FOOD TOWN STORES, INC.

Copies of communications with regard to
this Statement should be sent to:

Messrs. White & Case
14 Wall Street
New York, New York 10005

SCHEDULE 13D

Item 1. Security and Issuer

Common Stock, $.50 par value per share, of Food Town Stores, Inc., a
North Carolina corporation having its principal place of business at Post
Office Box 1330, Harrison Road, Salisbury, North Carolina 28144 (the
"Company"), registered pursuant to Section 12(g) of the Securities Exchange
Act of 1934 (the "Stock").

Item 2. Identity and Background

(a) Company: Establissements Delhaize Freres &
Cie "Le Lion" S.A. ("Delhaize")
Rue Osseghem, 53
1080 Brussels, Belgium

Officers and Directors: See Exhibit A, attached.

Controlling person: Not applicable.

(b) Company: Not applicable.

Officers and Directors: See Exhibit A, attached.

(d) Company: Not applicable.

Officers and Directors: See Exhibit A, attached.

(e) Neither Delhaize nor any officer or director of Delhaize have
been convicted in any criminal proceedings, excluding traffic
violations and similar misdemeanors, during the last 10 years.

Item 3. Source and Amount of Funds or Other Consideration

Delhaize is offering to purchase 391,000 shares of the Stock of the
Company's other shareholders at a purchase price of $25 per share. If 391,000
shares are tendered and purchased pursuant to such offer (the "Tender Offer"),
the maximum amount of funds required by Delhaize (not including fees and
<PAGE>
expenses) will be $9,775,000. Such funds will be obtained from Delhaize's
working capital.

Item 4. Purpose of Transaction

The purpose of the purchase pursuant to the Tender Offer is to allow
Delhaize to increase its equity investment in the Company. If the Tender
Offer is successful Delhaize will hold an aggregate of approximately 52% of
the issued and outstanding shares of the Stock. Delhaize has no plans or
proposals to liquidate the Company, to sell its assets, to merge it with any
other company, or to request any other major change in its business,
management or corporate structure.

Item 5. Interest in Securities of the Issuer

Delhaize presently owns 1,027,000 shares of the Stock and has agreed
to purchase 50,000 shares of Stock from the Company at $25 per share.
Delhaize has no right to acquire, directly or indirectly, any Stock other than
as discussed in this paragraph or in Item 6 below. No officer or director of
Delhaize and no associate of Delhaize or of any such officer or director owns
or has a right to acquire, directly or indirectly, any Stock. Neither
Delhaize, any officer or director of Delhaize, nor any affiliated person has
effected any transaction in the Stock during the past 60 days except for the
purchase from the Company discussed above and the purchase in brokerage trans-
actions by Delhaize during the period from September 7, 1976 through September
17, 1976 of an aggregate of 34,000 shares at an aggregate price of $704,500
exclusive of commissions, the highest price paid being 21 plus commission on
September 16, and the lowest, 19 1/4 plus commission on September 7.

Item 6. Contracts, Arrangements or Understandings with Respect to Securities
of the Issuer

Pursuant to a Stock Purchase Agreement, dated as of October 18, 1974
(the "Stock Purchase Agreement") among the Company, Delhaize and Messrs. Ralph
Ketner, James Berrier, Clifford Ray, Wilson Smith and Tom Smith, each of whom
was at the time a director of the Company (the "Selling Shareholders"),
Delhaize purchased 50,000<F1> shares of the Stock from the Company and an
aggregate of 68,000<F1> shares of the Stock from the Selling Shareholders.

<F1> Shares are not adjusted to reflect a 200% Stock dividend paid in
September 1976.

Shares are not adjusted to reflect a 200% Stock dividend paid in September
1976.
Pursuant to such agreement, the Company also agreed, among other things, (i)
to employ a controller satisfactory to the Company and to Delhaize, (ii) to
provide Delhaize with registration rights (at Delhaize's expense except in
certain limited circumstances) with respect to Stock owned by it, (iii) to
make public such information as may be required by Rule 144 or any similar
rule in effect, and (iv) to enter into employment agreements with certain key
employees of the Company to insure continuity of management. Pursuant to such
agreement, employment agreements with Messrs. Ralph Ketner, Wilson Smith and
Tom Smith are presently in effect providing for the employment of such persons
as president and chief executive officer in the case of Mr. Ketner and as vice
presidents in the case of the Messrs. Smith, for terms expiring in 1979 in the
case of Mr. Ketner and Mr. Wilson Smith and 1984 in the case of Mr. Tom Smith.
In addition, the Stock Purchase Agreement obligates the Company and the
Selling Shareholders to indemnify Delhaize against liability or loss of
Delhaize arising out of a breach of any representation made by the Company or
any Selling Shareholder in connection with the sale of such 118,000<F1>
shares. Further, pursuant to the Stock Purchase Agreement, Delhaize holds a
right of first refusal with respect to additional Stock held by the Selling
Shareholders. Ruth Ketner, Uzeal T. Berrier and Evelyeen W. Smith, the wives
of certain of these Selling Shareholders have also granted Delhaize a right of
first refusal with respect to Stock owned by them. These rights of first
<PAGE>
refusal currently related to an aggregate maximum of 356,772 shares of Stock
including shares which may be acquired upon the exercise of stock options.

<F1> Shares are not adjusted to reflect a 200% Stock dividend paid in
September 1976.

In October 1974 Delhaize also entered into a Shareholders Agreement
with the Selling Shareholders and the wives of certain Selling Shareholders
providing for the aggregation of votes to vote to increase the Board of
Directors of the Company to seven members and to elect a maximum of three
members designated by Delhaize (Messrs. Beckers, LeClercq and de Vaucleroy
(see Exhibit A)) and for the purpose of amending the Articles of Incorporation
upon the request of Delhaize to increase the percentage of stockholder votes
required to effect certain major corporate changes from a majority to two-
thirds. Delhaize agreed to vote its Stock for the election of four members of
the Board designated jointly by Ralph Ketner and those Selling Shareholders
who are employees of the Company. Neither Delhaize nor the Selling
Shareholders are presently obligated to vote for designees of the other in the
event of a demand for cumulative voting. An Amendment to the Shareholders'
Agreement dated October 13, 1976, effective as of the date of acceptance of
the shares tendered pursuant to the Tender Offer, provides, however, that in
the event of cumulative voting the parties would cumulate their votes to elect
(i) first, three directors designated by Delhaize, and (ii) second, as many
additional directors designated by Mr. Ralph Ketner and the Selling
Shareholders who are employees of the Company as the cumulative voting power
of the parties permits. The Shareholders Agreement also provided for the
amendment of the Company's by-laws to require a "special vote" of 80% of the
directors to approve certain major corporate actions such as (i) electing a
president other than Ralph Ketner; (ii) entering contracts involving amounts
in the excess of $500,000, other than in the ordinary course of business;
(iii) making capital expenditures in the excess of $500,000 in any one case or
$1,000,000 in the aggregate in any one fiscal year, other than in the ordinary
course of business; (iv) issuing or selling securities of the Company, other
than pursuant to the Company's current Stock Option Plan; (v) increasing the
salary of any officer or employee receiving more than $25,000 annually by more
than 15% annually; (vi) selling substantially all of the assets of, or
merging, consolidating, reorganizing, recapitalizing or liquidating the
Company; or (vii) amending the by-laws or Articles of Incorporation. Pursuant
to the Shareholders' Agreement, the Board of Directors has been increased and
the by-laws have been amended as agreed. In addition, the by-laws have been
further amended to provide that a special vote is required to engage any new
officer or employee at a salary in excess of the lowest salary paid to a Vice
President of the Company.

Delhaize and the Selling Shareholders also stated in the
Shareholders' Agreement that it should be the policy of the Company beginning
with its 1978 fiscal year to declare and pay dividends in an amount equal to
approximately one third of the income after taxes computed on a consolidated
basis for the year in which declared. Such acknowledgment does not, however,
imply any legally enforceable mutual obligation to cause such dividend policy
to be put into effect or otherwise interfere with the discretion of the Board
of Directors in such regard but merely evidenced at that time the intention
and expectations of the Selling Shareholders. Subject to the Company's
financial condition in 1978, it is Delhaize's present intention that it will
request the declaration of dividends in such amount at such time.

By Agreement dated October 13, 1976, Delhaize has granted Mr. Ralph
Ketner a 5-year option in respect of up to 20,000 shares of the Stock
commencing six months and a day after the date of acceptance of the shares
tendered pursuant to the Tender Offer at an option price initially equal to
the net price paid for shares tendered pursuant to the Tender Offer and
increasing pursuant to a formula designed to reflect financing costs of the
holding of such shares by Delhaize. Mr. Ketner has agreed not to tender
shares in response to this offer. To the extent less than 391,000 shares are
tendered pursuant to this offer, the number of shares subject to this option
will be reduced share for share and, accordingly, if less than 371,000 shares
<PAGE>
are tendered, this option will lapse in its entirety. If more than 371,000
but less than 391,000 are tendered Delhaize has agreed to use its best efforts
to cause FTS to grant to Mr. Ralph W. Ketner an option to purchase a number of
shares equal to the difference between the number subject to the option
received from Delhaize and 20,000 shares.

In a Stock Purchase Agreement dated as of October 13, 1976 between
Delhaize and the Company, Delhaize agreed to purchase 50,000 shares of the
Company at $25 per share on November 8, 1976.

Delhaize and its directors and officers do not have any other
contracts, arrangements or understandings with any person with respect to any
securities of the Company, including but not limited to the transfer of any of
said securities, joint ventures, loan or option arrangements, puts or calls,
guaranties of loans, guaranties against losses or guaranties of profits, divi-
sion of losses or profits, or the giving or withholding of proxies.

Item 7. Persons Retained, Employed or to be Compensated

Delhaize has retained Wachovia Bank and Trust Company N.A. to act as
depositary bank and Registrar and Transfer Company to act as forwarding agent,
for which each will receive compensation for its service. Other than such
arrangements Delhaize has neither employed, retained or agreed to compensate
any person to make solicitations or recommendations to the holders of the
Stock.

Item 8. Material to be Filed as Exhibits

Exhibit 1 - Copy of the Offer to Purchase dated October 15, 1976
mailed to holders of record of the Stock on that date.

Exhibit 2 - Copy of the letter of transmittal to be completed by
those persons desiring to tender Stock.

Exhibit 3 - Form of press release dated October 15, 1976.

SIGNATURE

Under authority granted by the Board of Directors of Delhaize, as
indicated by the attached certificate of the Directors of Delhaize, and on
behalf of Delhaize, we hereby certify that to the best of our knowledge and
belief, the information set forth in this statement is true, complete and
correct.

ESTABLISSEMENTS DELHAIZE FRERES
ET CIE. "LE LION" S.A.

By /s/ G. Beckers
Managing Director
G. Beckers

By /s/ J. Le Clercq
Director
J. Le Clercq

Dated: October 15, 1976
SIGNATURE
<PAGE>
Under authority granted by the Board of Directors of Delhaize, as
indicated by the attached certificate of the Directors of Delhaize, and on
behalf of Delhaize, we hereby certify that to the best of our knowledge and
belief, the information set forth in this statement is true, complete and
correct.

ESTABLISSEMENTS DELHAIZE FRERES
ET CIE. "LE LION" S.A.

By /s/ G. Beckers
Managing Director
G. Beckers

By /s/ J. Le Clercq
Director
J. Le Clercq

Dated: October 15, 1976
Attachment No. 2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

AMENDMENT NO. 1

SCHEDULE 13D STATEMENT

Filed pursuant to Rules 13D-2 and 14d-1
under the Securities Exchange Act of 1934

ESTABLISSEMENTS DELHAIZE FRERES & CIE.

"LE LION" S.A.

on October 15, 1976

with respect to the Common Stock,
$.50 par value per share

of
<PAGE>
FOOD TOWN STORES, INC.
Harrison Road
Salisbury, North Carolina

1. Item 5. Interest in Securities of the Issuer is hereby amended by
deleting the current paragraph and inserting the following:

Delhaize has no right to acquire, directly or indirectly, any Stock
other than as discussed in this paragraph or in item 6 below. No
officer or director of Delhaize and no associate of Delhaize or of
any such officer or director owns or has a right to acquire,
directly or indirectly, any Stock. Neither Delhaize, any officer or
director of Delhaize, nor any affiliated person has effected any
transaction in the Stock during the past 60 days except:

(a) the purchase from the Company, on November 8,
1976, of 50,000 shares of Stock at $25 per
share, pursuant to a Stock Purchase Agreement,
dated October 13, 1976, among the Company and
Delhaize;

and

(b) the purchase of 391,000 shares, on November 12,
1976, of Stock pursuant to the Tender Offer of
October 15, 1976 subject in certain instances to
subsequent delivery of share certificates and
other required documents or to the prompt
correction of minor irregularities in connection
with such tender.

Stock acquired in the above transactions,
together with Stock previously owned by
Delhaize, results in a current holding of
1,468,000 shares of Stock by Delhaize.

SIGNATURE

ESTABLISSEMENTS DELHAIZE FRERES
ET CIE. "LE LION" S.A.

By /s/ G. Beckers
Managing Director
G. Beckers

By /s/ J. Le Clercq/
Director
J. Le Clercq

Dated: November 16, 1976

Attachment No. 3
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)<F1>

FOOD LION, INC.
(Name of Issuer)

Common Stock, par value $.50 per share
(Title of Class of Securities)

344775-10-1
(CUSIP Number)

Gwynne H. Wales
White & Case
14 Wall Street
New York, N.Y. 10005
Tel. (212) 732-1040
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 18, 1983
(Date of Event which Requires Filing
of this Statement)

Various events on various dates from July 18, 1983 to date
(Date of Event which Requires Filing of this Statement)

Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.

<F1> The remainder of this cover page shall be filed out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

(continued on following page(s))
Page 1 of 36 Pages
13D
CUSIP No. 344775-10-1 Page 2 of 38 Pages
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Etablissements Delhaize Freres et Cie, "Le Lion" S.A. ("Delhaize
'Le Lion'"). Delhaize "Le Lion" has no I.R.S. identification
number.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) (x)
(b) ( )

3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)

( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7 SOLE VOTING POWER:

8 SHARED VOTING POWER: 14,415,028
9 SOLE DISPOSITIVE POWER: 9,383,607

10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
14,415,028
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
( )

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.1%

14 TYPE OF REPORTING PERSON*
CO

* SEE INSTRUCTIONS BEFORE FILLING OUT!13D
CUSIP No. 344775-10-1 Page 3 of 38 Pages

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Delhaize The Lion America, Inc. ("Detla")
EI No. 51-0232323

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) (x)
(b) ( )

3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
<PAGE>
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)

( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER:

8 SHARED VOTING POWER: 14,415,028

9 SOLE DISPOSITIVE POWER: 3,999,000
10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
14,415,028

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.1%

14 TYPE OF REPORTING PERSON*
CO

* SEE INSTRUCTIONS BEFORE FILLING OUT!13D

CUSIP No. 344775-10-1 Page 4 of 38 Pages

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Ralph W. Ketner

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) (x)
(b) ( )

3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)

( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER:

8 SHARED VOTING POWER: 14,415,018
9 SOLE DISPOSITIVE POWER: 792,131

10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
14,415,028
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

( )

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.1%

14 TYPE OF REPORTING PERSON*
IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!13D
CUSIP No. 344775-10-1 Page 5 of 38 Pages

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Tom E. Smith

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) (x)
(b) ( )

3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)

( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7 SOLE VOTING POWER:

8 SHARED VOTING POWER: 14,415,028
9 SOLE DISPOSITIVE POWER: 242,800

10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
14,415,028

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
( )

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.1%

14 TYPE OF REPORTING PERSON*
IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!Item 2. Identify and Background.

(a) DELHAIZE "LE LION"
Place of Organization.
Delhaize "Le Lion" is incorporated under the laws of Belgium.
Principal Business.
<PAGE>
Delhaize "Le Lion" is primarily engaged in retail food sales and
distribution.
Address of Principal Office.
rue Osseghem 53
1080 Brussels, Belgium
Directors and Executive Officers.
Reference is made to Exhibit A which is incorporated herein by reference.
Disclosure of Legal Proceedings.
Neither Delhaize "Le Lion" nor any director or officer of Delhaize "Le
Lion" has been convicted in any criminal proceedings, excluding traffic
violations and similar misdemeanors, or has been subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws, during the last five years.
Controlling Person.
Not applicable.
(b) Detla
Place of Organization.
Detla is incorporated under the laws of Delaware.
Principal Business.
Detla is a holding company which owns 100% of Food Giant, Inc.'s capital
stock and 15.3% of Food Lion, Inc.'s capital stock.
Address of Principal Office.
225 Peachtree Street, N.E.
Atlanta, Georgia 30303
Directors and Executive Officers.
Reference is made to Exhibit B which is incorporated herein by reference.
Disclosure of Legal Proceedings.
Neither Detla nor any director or officer of Detla has been convicted in
any criminal proceedings, excluding traffic violations and similar
misdemeanors, or has been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws, during the last five years.
Controlling Person
Detla is a wholly owned subsidiary of Delhaize "Le Lion". Reference is
made to (a) above for all information to be disclosed in respect to Delhaize
"Le Lion".
(c) RALPH W. KETNER
Business Address.
P.O. Box 1330, Harrison Road
Salisbury, North Carolina 28144
Present Principal Occupation.
Chairman of the Board, Chief Executive Officer and Treasurer, Food Lion,
Inc.
Disclosure of Legal Proceedings.
Mr. Ketner has not been convicted in any criminal proceedings, excluding
traffic violations and similar misdemeanors, and has not been subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws, during the last five years.
Citizenship.
U.S. citizen.
(d) TOM E. SMITH
Business Address.
P.O. Box 1330, Harrison Road
Salisbury, North Carolina 28144
Present Principal Occupation.
President and Chief Operating Officer, Food Lion, Inc.Disclosure of Legal
Proceedings.
Mr. Smith has not been convicted in any criminal proceedings,
excluding traffic violations and similar misdemeanors, and has not been
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws, during the last five
years.
<PAGE>
Citizenship.
U.S. citizen.Item 5. Interest in Securities of the Issuer.
(a) The number and percentage of shares solely beneficially owned
by each reporting person as of July 15, 1983 are as follows:

<TABLE>
<CAPTION>
Name of Percentage of Outstanding
Reporting Person Number of Shares Stock of the Company

<S> <C> <C>
Delhaize "Le Lion" 9,383,607<F1> 35.83

Detla 3,999,000<F1> 15.27

Ralph W. Ketner 789,521<F1><F2> 3.02
Tom E. Smith 242,800<F1><F2> .93

14,415,028 55.05

<F1> Reference is made to Item 6 of this Statement.

<F2) Includes all options presently exercisable or exercisable within 60 days.

</TABLE>

(b) Reference is made to pages 2, 3, 4 and 5 of this Statement.
(c) The reporting persons have no knowledge of transactions of
shares during the past sixty days except Ralph W. Ketner made several
gifts totaling 2,510 shares on July 8, 1993.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of
the Issuer.
On October 18, 1974, Delhaize "Le Lion" and Ralph W. Ketner, James
J. Berrier, Clifford Ray, Wilson L. Smith, Tom E. Smith, Ruth J. Ketner, Uzeal
T. Berrier and Evelyeen W. Smith entered into a shareholders agreement (the
"Shareholders Agreement") providing for the aggregation of votes to vote at
the next meeting of Shareholders to increase the number of Directors of Food
Lion, Inc. ("the Company") from five to seven, to elect four Directors
designated by Messrs. Ketner, Berrier, Ray, W. Smith and T. Smith, and to
elect three Directors designated by Delhaize "Le Lion". An amendment to the
Shareholders Agreement among the same parties, dated October 13, 1976,
provideS that in the event of cumulative voting the parties would cumulate
their votes to elect first the three Directors designated by Delhaize "Le
Lion", then for such number of the Directors designated by Messrs. ketner,
Berrier, Ray, W. Smith and T. Smith as the cumulative voting power of the
parties permits.
The Shareholders Agreement was terminated by agreement of the
parties thereto (the "Termination Agreement") effective July 18, 1983, and a
new shareholders agreement was entered into on the same date by Delhaize "Le
Lion", Detla, Ralph W. Ketner and Tom E. Smith (the "Shareholders 1983
Agreement"). The Shareholders 1983 Agreement, which is effective for a period
of six years, provides for the aggregation of votes to elect three Directors
designated by Mr. Ketner and to elect three Directors designated by Delhaize
"Le Lion". In the event of cumulative voting, the parties would vote for
Directors in the same manner as described in the Shareholders Agreement. The
Shareholders 1983 Agreement also provides for the continuation of the
requirement that the By-Laws provide for the affirmative vote of at least 80
per cent of the Directors for certain major corporate actions. The
Shareholders 1983 Agreement further provides that the parties thereto will not
vote for any amendment to the Charter of the Company unless approved by all of
<PAGE>
the parties to such agreement and provides for the establishment of a Finance
Committee of the Board of Directors whose members will consist of the Chairman
and President of the Company and three members designated by Delhaize "Le
Lion". The Finance Committee will have the responsibility for approving the
capital expenditure budget of the Company and the size, location and format of
the stores and warehouses of the Company, and will act by majority vote.
Pursuant to a separate agreement entered into on October 18, 1974,
among all the parties to the Shareholders Agreement, Delhaize "Le Lion" was
granted a right of first refusal with respect to shares of Common Stock owned
by each of such other parties. This right of first refusal was terminated by
the Termination Agreement.
Item 7. Material to be Filed as Exhibits.
Copies of the Termination Agreement and the Shareholders 1983
Agreement are attached as Exhibits C and D, respectively.Signatures.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information in this Statement is true, complete and
correct.
FOR DELHAIZE "LE LION":
Under authority granted by the Board of Directors of Delhaize "Le Lion":
08-05-1983 08-05-1983
(Date) (Date)

/s/Guy Beckers /s/Jacques Le Clercq
(Signature) (Signature)

Guy Beckers Jacques LeClercq
(Name) (Name)

President and Chief
Executive Officer Director
(Title) (Title)

FOR DETLA:

Under authority granted by the Board of Directors of Detla:

08-05-1983
(Date)

/s/Jacques Le Clercq
(Signature)

Jacques Le Clercq
(Name)

President
(Title)

RALPH W. KETNER TOM E. SMITH

08-21-1983 08-21-1983
(Date) (Date)

/s/Ralph W. Ketner/ /s/Tom E. Smith/
(Signature) (Signature)

Attachment No. 4

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
<PAGE>

Under the Securities Exchange Act of 1934
(Amendment No. 3)<F1>

FOOD LION, INC.
(Name of Issuer)

Class B. Common Stock, $.50 per share
(Title of Class of Securities)

344775-10-1
(CUSIP Number)

Gwynne H. Wales
White & Case
1155 Avenue of the Americas
New York, New York 10036
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Various events on various dates from July 18, 1983 to date
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject to this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box ( ).

Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).

Page 1 of 19
SCHEDULE 13D
CUSIP No. 344775-10-1 Page 2 of 19 Pages

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Etablissements Delhaize Freres et Cie, "Le Lion" S.A. ("Delhaize
'Le Lion'"). Delhaize "Le Lion" has no I.R.S. identification
number.
<PAGE>
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) (*)
(b) ( )

3 SEC USE ONLY

4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E)

( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER:

8 SHARED VOTING POWER:
85,494,410 shares of Class B Common Stock

9 SOLE DISPOSITIVE POWER:
56,301,642 shares of Class B Common Stock
10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
85,434,410 shares of Class B Common Stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.5% of Class B Common Stock

14 TYPE OF REPORTING PERSON*
CO

* SEE INSTRUCTIONS BEFORE FILLING OUT!SCHEDULE 13D

CUSIP No. 344775-10-1 Page 3 of 19 Pages

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Delhaize The Lion America, Inc. ("Detla")
EI No. 51-0232323

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) (x)
(b) ( )

3 SEC USE ONLY

4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(E)

( )
<PAGE>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7 SOLE VOTING POWER:
8 SHARED VOTING POWER:
85,494,410 shares of Class B Common Stock

9 SOLE DISPOSITIVE POWER:
23,994,000 shares of Class B Common Stock

10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
85,494,410 shares of Class B Common Stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
( )

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.5% of Class B Common Stock
14 TYPE OF REPORTING PERSON*
CO

* SEE INSTRUCTIONS BEFORE FILLING OUT!SCHEDULE 13D

CUSIP No. 344775-10-1 Page 4 of 19 Pages

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Ralph W. Ketner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) (x)
(b) ( )

3 SEC USE ONLY

4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(E)

( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER:

8 SHARED VOTING POWER:
85,494,410 shares of Class B Common Stock

9 SOLE DISPOSITIVE POWER:
3,992,042 shares of Class B Common Stock
10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
85,494,410 shares of Class B Common Stock
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

( )

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.5% of Class B Common Stock

14 TYPE OF REPORTING PERSON*
IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!SCHEDULE 13D

CUSIP No. 344775-10-1 Page 5 of 19 Pages

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Tom E. Smith

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) (x)
(b) ( )

3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(E)

( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7 SOLE VOTING POWER:

8 SHARED VOTING POWER:
85,494,410 shares of Class B Common Stock
9 SOLE DISPOSITIVE POWER:
1,206,726 shares of Class B Common Stock

10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
85,494,410 shares of Class B Common Stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

( )

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.5% of Class B Common Stock

14 TYPE OF REPORTING PERSON*
IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!Item 2.Identity and
Background.
(a) DETLA
<PAGE>
Place of Organization.
Detla is incorporated under the laws of Delaware.
Principal Business.
Detla is a holding company which owns 15.1% of Food Lion, Inc.'s
Class B Common Stock and 80% of the capital stock of Super Discount Markets,
Inc., a supermarket chain.
Address of Principal Office.
Atlanta Plaza - suite 2160
950 East Paces Ferry Road
Atlanta, Georgia 30326
Directors and Executive Officers.
Reference is made to Exhibit B which is incorporated herein by
reference.
Disclosure of Legal Proceedings.
Neither Detla nor any director or officer of Detla has been
convicted in any criminal proceedings, excluding traffic violations and
similar misdemeanors, or has been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws, during the last five years.
Controlling Person.
Detla is a wholly owned subsidiary of Delhaize "Le Lion." Reference
is made to Exhibit A for a list of the Directors and Executive Officers of
Delhaize "Le Lion" supplementary to the information disclosed in respect of
Delhaize "Le Lion" in Amendment No. 2 to Schedule 13-D filed by Delhaize "Le
Lion" on September 1, 1983.
Item 5. Interest in Securities of the Issuer.
(a) The number and percentage of shares of Class B. Common Stock solely
beneficially owned by each reporting person as of January 20, 1988 are as
follows:
<TABLE>
<CAPTION>

Percentage of Outstanding
Name of Reporting Class B Common Stock of the
Person Number of Shares Company

<S> <C> <C>
Delhaize "Le Lion" 56,301,642<F1> 35.2

Detla 23,994,000<F1> 15.0

Ralph W. Ketner 3,992,042<F1><F2> 2.5
Tom E. Smith 1,206,726<F1><F2> 0.8

85,494,410 53.5
_______________
<F1> Reference is made to Item 6 of this Statement.
<F2> Includes all options presently exercisable or exercisable within 60 days.
</TABLE>

(b) Reference is made to pages 2, 3, 4 and 5 of this statement.
(c) Since May 21, 1987, the following transactions took place:

Amount of
Reporting Date of Securities Price Per Type of
Person Transaction Involved Share Transaction

Tom E. Smith 5/21/87 5,000 shares $14.50 Open market sale
<PAGE>
Tom E. Smith 5/22/87 5,000 shares $14.50 Open market sale

Tom E. Smith 5/25/87 5,000 shares $14.50 Open market sale
Tom E. Smith 5/26/87 60,000 shares $14.625 Open market sale

Tom E. Smith 6/24/87 3,000 shares $14.50 Private sale

Ralph W. Ketner 10/29/87 79,812,175 $10.19 Two-for-one stock split

</TABLE>

(d) Not applicable

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.

The Shareholders 1983 Agreement, as described in Item 6 of Amendment
No. 2 to Schedule 13-D filed by Delhaize "Le Lion" on September 1, 1983, was
amended on March 7, 1985, to increase the number of Directors designated by
Mr. Ketner and Delhaize "Le Lion" from three to five, respectively, and to
provide that Mr. Ketner will include Mr. Tom E. Smith as one of his designees
as long as Mr. Smith is an officer of the Company. The Shareholders 1983
Agreement, as amended, further provides that in the event of cumulative
voting, the parties will cumulate their votes to elect first the five
Directors designated by Delhaize "Le Lion", then for such number of the
Directors designated by Mr. Ketner as the cumulative voting power of the
parties permits.Item 7. Material to be Fixed as Exhibits.

A copy of the Amendment dated as of March 7, 1985, to the
Shareholders 1963 Agreement is attached as Exhibit C hereto.Signatures.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Statement is true, complete
and correct.
FOR DELHAIZE "LE LION":
Under the authority granted by the Board of Directors of Delhaize "Le Lion":

February 26, 1988 February 26, 1988
(Date) (Date)

/s/Gui de Vaucleroy /s/Guy Beckers
(Signature) (Signature)

Gui de VAUCLEROY Guy BECKERS
(Name) (Name)

Chief Operating Officer Chief Executive Officer
(Title) (Title)

FOR DETLA:

Under authority granted by the Board of Directors of Detla:

February 22, 1988
(Date)

/s/ Jacques Le Clercq
<PAGE>
(Signature)

Jacques Le Clercq
(Name)

President
(Title)

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information in this Amendment No. 3 to Schedule 13D is
true, complete and correct.

RALPH W. KETNER TOM E. SMITH

March 8, 1988 March 8, 1988
(Date) (Date)

/s/ Ralph W. Ketner/ /s/ Tom E. Smith
(Signature) (Signature)

Attachment No. 5

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)<F1>

FOOD LION, INC.
(Name of Issuer)

Class B Common Stock, $.50 per share
(Title of Class of Securities)

344775-10-1
(CUSIP Number)

Gwynne H. Wales
White & Case
1155 Avenue of the Americas
New York, New York 10036
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 22, 1988
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
<PAGE>
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box ( ).

Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.

<F1> The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

(Continued on following page(s))
Page 1 of 36 Pages
SCHEDULE 13D

CUSIP No. 344775-10-1 Page 2 of 36 Pages

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Etablissements Delhaize Freres et Cie, "Le Lion" S.A. ("Delhaize
'Le Lion'"). Delhaize "Le Lion" has no I.R.S. identification
number.
<PAGE>
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) (x)
(b) ( )

3 SEC USE ONLY

4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(E)

( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER:

8 SHARED VOTING POWER:
85,342,290 shares of Class B Common Stock

9 SOLE DISPOSITIVE POWER:
56,301,642 shares of Class B Common Stock
10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
85,342,290 shares of Class B Common Stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.4% Shares of Class B Common Stock

14 TYPE OF REPORTING PERSON*
CO

* SEE INSTRUCTIONS BEFORE FILLING OUT!SCHEDULE 13D

CUSIP No. 344775-10-1 Page 3 of 36 Pages

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Delhaize The Lion America, Inc. ("Detla")
EI No. 51-0232323

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) (x)
(b) ( )

3 SEC USE ONLY

4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(E)

( )
<PAGE>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7 SOLE VOTING POWER:
8 SHARED VOTING POWER:
85,342,290 shares of Class B Common Stock

9 SOLE DISPOSITIVE POWER:
23,994,000 shares of Class B Common Stock

10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
85,342,290 shares of Class B Common Stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

( )

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.4% shares of Class B Common Stock
14 TYPE OF REPORTING PERSON*
CO

* SEE INSTRUCTIONS BEFORE FILLING OUT!SCHEDULE 13D

CUSIP No. 344775-10-1 Page 4 of 36 Pages

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Ralph W. Ketner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) (x)
(b) ( )

SEC USE ONLY

4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(E)

( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER:

8 SHARED VOTING POWER:
85,342,290 shares of Class B Common Stock

9 SOLE DISPOSITIVE POWER:
3,902,042 shares of Class B Common Stock
10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
85,342,290 shares of Class B Common Stock
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

( )

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.4% Shares of Class B Common Stock

14 TYPE OF REPORTING PERSON*
IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!SCHEDULE 13D

CUSIP No. 344775-10-1 Page 5 of 36 Pages

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Tom E. Smith

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) (x)
(b) ( )

3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(E)

( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7 SOLE VOTING POWER:

8 SHARED VOTING POWER:
85,342,290 shares of Class B Common Stock
9 SOLE DISPOSITIVE POWER:
1,144,606 shares of Class B Common Stock

10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
85,342,290 shares of Class B Common Stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

( )

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.4% of Class B Common Stock

14 TYPE OF REPORTING PERSON*
IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!Item 2.Identity and
Background
(f) DETLA
<PAGE>
Directors and Executive Officers.
Reference is made to Exhibit B which is incorporated herein by
reference.
Disclosure of Legal Proceedings.
Neither Detla nor any director or officer of Detla has been
convicted in any criminal proceedings, excluding traffic violations and
similar misdemeanors, or has been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws, during the last five years.
(g) Delhaize "Le Lion"
Directors and Executive Officers.
Reference is made to Exhibit A which is incorporated herein by reference.
Disclosure of Legal Proceedings.
Neither Delhaize "Le Lion" nor any director or officer of Delhaize
"Le Lion" has been convicted in any criminal proceedings, excluding traffic
violations and similar misdemeanors, or has been subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws, during the last five years.
Item 4. Purpose of Transaction.
The Shareholders 1983 Agreement, as described in Item 6 of Amendment
No. 2 to Schedule 13D filed by Delhaize "Le Lion" on September 1, 1983, was
superseded on September 22, 1988 by the 1988 Shareholders Agreement (the "1988
Shareholders Agreement"), a copy of which is attached hereto as Exhibit C.
This summary of provisions, including the definitions of defined terms not
defined herein, is qualified in its entirety by reference to the 1988
Shareholders Agreement.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Pursuant to Section 1 of the 1988 Shareholders Agreement, the
Shareholders agree to vote their Securities and otherwise participate in the
election of directors as follows:
a. to (i) vote their Securities to decrease the number of
directors of Food Lion, Inc., a North Carolina corporation
(the "Company") from 10 to eight at the 1990 Annual
Meeting of Shareholders; (ii) vote their Securities to
increase the number of directors from eight to 10 at the
1993 Annual Meeting of Shareholders; and (iii) vote their
Securities to maintain the number of directors then in
office at all other shareholder meetings at which
directors are elected;

b. to designate from the slate of nominees for director, that
number of persons equal to 50% of the total number of
directors to be elected as designees of Delhaize "Le Lion"
and that number of persons equal to 50% of the total
number of directors to be elected as designees of Tom
Smith; and

c. at each election of directors of the Company, (i) to elect
or remove Delhaize Designees as directed by Delhaize "Le
Lion"; (ii) to elect or remove Smith Designees as directed
by Smith; and (iii) in the event of cumulative voting,
first, to elect, retain or remove the Delhaize Designees
as directed by Delhaize "Le Lion" and, second, to elect,
retain or remove the Smith Designees as directed by Smith.

Pursuant to Section 3(a)(ii)(A) of the 1988 Shareholders Agreement,
the Shareholders agree that, during the term of the agreement, the Company's
bylaws shall provide that the board of directors may not, without an
affirmative vote of more than 80% of the directors, elect a president and
chief executive officer other than Smith, and, after the 1990 Annual Meeting
of Shareholders, elect a chairman of the board of directors other than Smith.
<PAGE>
(e) The 1988 Shareholders Agreement provides, pursuant to Section 3(b),
that the board of directors of the Company shall adopt and maintain a policy
to pay cash dividends in any fiscal year in an aggregate amount equal to 25%
of the projected consolidated after-tax income (excluding extraordinary items
as determined in accordance with generally accepted accounting principles then
in effect) of the Company for such fiscal year (as such projection is set
forth in the Company's budget for such year as submitted to and approved by
the Finance Committee of the board of directors) and in accordance with the
requirements and subject to the limitations of North Carolina law and
applicable covenants contained in debt instruments and other financing
documents to which the Company is a party which have been approved by the
affirmative vote of at least a majority of the Finance Committee; provided
such dividends may exceed 25% if approved by an affirmative vote of more than
80% of the board of directors of the Company; and provided further, that the
obligations of the Shareholders under the 1988 Shareholders Agreement shall
not be affected by any action of the board of directors to modify this policy
if it determines that retention of earnings to meet reasonably anticipated
needs of the Company's business would prevent the payment of dividends at such
rate; and provided further that (i) the Shareholders acknowledge that the 1988
Shareholders Agreement does not create any legally enforceable obligation to
cause a dividend policy referred to above to be put into effect or otherwise
to influence action taken by the board of directors with respect to the
declaration of dividends and (ii) the declaration or payment of any dividend
is subject to the requirements of North Carolina law and the business judgment
of the board of directors.

(f) Not applicable.

(g) In addition, pursuant to Section 2 of the 1988 Shareholders
Agreement, Delhaize "Le Lion" and Detla must use their best efforts to prevent
a change in control of Delhaize "Le Lion", Detla or the Company by takeover,
merger, tender offer or otherwise.

(h) Not applicable.

(i) Not applicable.

(j) Not applicable.
Item 5. Interest in Securities of the Issuer.

(a) The number and percentage of shares of Class B. Common Stock solely
beneficially owned by each reporting person as of January 20, 1988 are as
follows:

<TABLE>

Percentage of Outstanding
Name of Reporting Class B Common Stock of
Person Number of Shares the Company

<S> <C> <C>
Delhaize "Le Lion" 56,301,642<F1> 35.3

Detla 23,994,000<F1> 15.0

Ralph W. Ketner 3,902,042<F1><F2> 2.4
Tom E. Smith 1,144,606<F1><F2> 0.7

85,342,290 53.4

<F1> Reference is made to Item 6 of this Statement.

<F2> Includes all options presently exercisable or exercisable within 60 days.
<PAGE>
</TABLE>

(b) Reference is made to pages 2, 3, 4 and 5 of this Statement.
(c) Since July 23, 1988, the following transactions took place:
<TABLE>
<CAPTION>

Amount of
Reporting Date of Securities Price Per Type of
Person Transaction Involved Share Transaction

<S> <C> <C> <C> <C>
Tom E. Smith 8/3/88 1,000 shares N.A. Gift

</TABLE>

(d) Not applicable

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.

The 1988 Shareholders Agreement, described arrangements among the
persons named in Item 2 of Amendment No. 4 to Schedule 13D with respect to
securities of the Company. The summary of such provisions, including the
definitions of defined terms not defined herein, is qualified in its entirety
by reference to the 1988 Shareholders Agreement, attached hereto as Exhibit C.
Pursuant to Section 1 of the 1988 Shareholders Agreement, the
Shareholders agree to vote their Securities and otherwise participate in the
election of directors as follows:
(a) to (i) vote their Securities to decrease the number of directors of
the Company from 10 to eight at the 1990 Annual Meeting of
Shareholders; (ii) vote their Securities to increase the number of
directors from eight to 10 at the 1993 Annual Meeting of
Shareholders; and (iii) vote their Securities to maintain the number
of directors then in office at all other shareholder meetings at
which directors are elected;

(b) to designate from the slate of nominees for director, that number of
persons equal to 50% of the total number of directors to be elected
as designees of Delhaize "Le Lion" and that number of persons equal
to 50% of the total number of directors to be elected as designees
of Tom Smith; and
(c) at each election of directors of the Company, (i) to elect or remove
Delhaize Designees as directed by Delhaize "Le Lion"; (ii) to elect
or remove Smith Designees as directed by Smith; and (iii) in the
event of cumulative voting, first, to elect, retain or remove the
Delhaize Designees as directed by Delhaize "Le Lion" and, second, to
elect, retain or remove the Smith Designees as directed by Smith.
Item 7. Material to be Filed as Exhibits.

A copy of the 1988 Shareholders Agreement is attached as Exhibit C
hereto.Signatures.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Statement is true, complete
and correct.
FOR DELHAIZE "LE LION":
Under the authority granted by the Board of Directors of Delhaize "Le Lion":
<PAGE>
September 22, 1988 September 22, 1988
(Date) (Date)

/s/ Guy Beckers /s/ Gui de Vaucleroy
(Signature) (Signature)

Guy Beckers Gui de Vaucleroy
(Name) (Name)

Chief Executive Officer Chief Operating Officer
(Title) (Title)

FOR DETLA:

Under authority granted by the Board of Directors of Detla:

September 22, 1988
(Date)

/s/ Jacques Le Clercq
(Signature)

Jacques Le Clercq
(Name)

President
(Title)

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information in this Amendment No. 4 to Schedule 13D is
true, complete and correct.

RALPH W. KETNER TOM E. SMITH

September 22, 1988 September 22, 1988
(Date) (Date)

/Ralph W. Ketner/ /Tom E. Smith/
(Signature) (Signature)

Attachment No. 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)<F1>
<PAGE>
FOOD LION, INC.
(Name of Issuer)

Class B Common Stock, $.50 per share
(Title of Class of Securities)

344775-10-1
(CUSIP Number)

Gwynne H. Wales
White & Case
1155 Avenue of the Americas
New York, NY 10036
212-819-8200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 13, 1994
(Date of Event which Requires Filing of this Statement)

Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).

Page 1 of 17 Pages
Exhibit Index appears on Page 12SCHEDULE 13D
CUSIP No. 344775-10-1 Page 2 of 17 pages
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Establishments Delhaize Freres et Cie, "Le Lion" S.A. ("Delhaize
'Le Lion'"). Delhaize "Le Lion" has no I.R.S. identification
number.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) (x)
(b) ( )

3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)

( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7 SOLE VOTING POWER:

8 SHARED VOTING POWER<F1>:
85,347,195 shares of Class B Common Stock
9 SOLE DISPOSITIVE POWER:
38,060,455 shares of Class B Common Stock

10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
85,347,195 shares of Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

( )

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.4% of Class B Common Stock

14 TYPE OF REPORTING PERSON
CO
<F1> Pursuant to Rule 13d-4, the Reporting Person hereby expressly disclaims
beneficial ownership of shares of Class B Stock beneficially owned by Ralph W.
Ketner and Tom E. Smith. SCHEDULE 13D

CUSIP No. 344775-10-1 Page 3 of 17 pages

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Delhaize The Lion America, Inc. ("Detla")
El No. 51-0232323

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) (x)
(b) ( )

3 SEC USE ONLY
<PAGE>
4 SOURCE OF FUNDS
Not applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)

( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7 SOLE VOTING POWER

8 SHARED VOTING POWER<F1>
85,347,195 shares of Class B Common Stock
9 SOLE DISPOSITIVE POWER
42,235,187 shares of Class B Common Stock

10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
85,347,195 shares of Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

( )

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.4% of Class B Common Stock

14 TYPE OF REPORTING PERSON
CO

<F1> Pursuant to Rule 13d-4, the Reporting Person hereby expressly disclaims
beneficial ownership of shares of Class B Stock beneficially owned by Ralph W.
Ketner and Tom E. Smith. SCHEDULE 13D

CUSIP No. 344775-10-1 Page 4 of 17 pages

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Ralph W. Ketner

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) (x)
(b) ( )
3 SEC USE ONLY

4 SOURCE OF FUNDS
Not applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)

( )

6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7 SOLE VOTING POWER:
<PAGE>
8 SHARED VOTING POWER<F1>:
85,347,195 shares of Class B Common Stock

9 SOLE DISPOSITIVE POWER:
4,032,042 shares of Class B Common Stock

10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
85,347,195 shares of Class B Common Stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

( )

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.4% of Class B Common Stock
14 TYPE OF REPORTING PERSON
IN
<F1> Pursuant to Rule 13d-4, the Reporting Person hereby expressly disclaims
beneficial ownership of shares of Class B Stock beneficially owned by Delhaize
"Le Lion," Detla and Tom E. Smith.
SCHEDULE 13D

CUSIP No. 344775-10-1 Page 5 of 17 pages

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Tom E. Smith
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) (x)
(b) ( )

3 SEC USE ONLY

4 SOURCE OF FUNDS
Not applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)

( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER

8 SHARED VOTING POWER<F1>
85,347,195 shares of Class B Common Stock

9 SOLE DISPOSITIVE POWER
1,019,511 shares of Class B Common Stock
10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
85,347,195 shares of Class B Common Stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

( )
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.4% of Class B Common Stock

14 TYPE OF REPORTING PERSON
IN

<F1> Pursuant to Rule 13d-4, the Reporting Person hereby expressly disclaims
beneficial ownership of shares of Class B Stock beneficially owned by Delhaize
"Le Lion," Detla and Ralph W. Ketner. The purpose of this Amendment No. 5 is
to add to Items 2, 3, 5 and 7 thereto the information set forth below under
the appropriate item.

Item 2. Identity and Background

Item 2 is hereby amended to update the list of directors and
officers for each of Delhaize "Le Lion" and Detla. Reference is made to
amended Exhibit A and amended Exhibit B which are incorporated herein by
reference.

Item 3. Source and Amount of Funds or other Consideration

See Item 5(c) below.

Item 5. Interest in Securities of the Issuer

(d) The number and percentage of shares of Class B Common Stock
solely beneficially owned by each reporting person as of March 6, 1992 are as
follows:

Percentage of Outstanding Class B
Name of Reporting Common Stock of the
Person Number of Shares Company
<S> <C> <C>

Delhaize "Le Lion" 38,060,455 23.8

Delta 42,235,187 26.4
Ralph W. Ketner 4,032,042 2.5

Tom E. Smith 1,019,511 0.6
85,347,195 53.4
</TABLE>

Notwithstanding the foregoing, each of the reporting persons may be
deemed to be the beneficial owner of the shares of Class B Common Stock owned
by the other reporting persons. Delhaize "Le Lion" and Detla hereby expressly
disclaim beneficial ownership of shares of Class B Common Stock beneficially
owned by Ralph W. Ketner and Tom E. Smith; Ralph W. Ketner hereby expressly
disclaims beneficial ownership of shares of Class B Common Stock beneficially
owned by Delhaize "Le Lion", Detla and Tom E. Smith; and Tom E. Smith hereby
expressly disclaims beneficial ownership of shares of Class B Common Stock
beneficially owned by Delhaize "Le Lion", Detla and Ralph W. Ketner.

(e) Reference is made to pages 2, 3, 4 and 5 of this Schedule.

(f) On January 13, 1992 Delhaize "Le Lion" transferred to Detla
18,241,187 shares of Class B Common Stock of the Company as a contribution to
the capital of Detla. In addition, on January 6, 1992, Tom E. Smith donated
2200 shares of Class B Common Stock to Livingston College and on March 2, 1992
Tom E. Smith donated 1,150 shares of Class B Common Stock to Lutheran Services
For The Aging, Inc.
<PAGE>
(g) Not applicable.

(h) Not applicable.

Item 7. Material to Be Filed as Exhibits
<TABLE>
<CAPTION>

Exhibit No. Description

<S> <C>
A List of Directors and Officers of Delhaize "Le Lion"

B List of Directors and Officers of Detla

1 Joint Filing Agreement pursuant to Rule 13d-1(f)(1)(iii)

</TABLE>

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.

Dated: March 6, 1992

ETABLISSEMENTS DELHAIZE
FRERES ET CIE, "LE LION"
S.A.

By: /s/ Gui de Vaucleroy
Name: Gui de Vaucleroy
Title: President and CEO

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.

Dated: March 6, 1992

DELHAIZE THE LION AMERICA
INC.

By: /s/ Gui de Vaucleroy
Name: Gui de Vaucleroy
Title: CEO and Chairman

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.

Dated: March 19, 1992
<PAGE>

/s/ Ralph W. Ketner
Ralph W. Ketner

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.

Dated: March 19, 1992

/s/ Tom E. Smith
Tom E. Smith

EXHIBIT A

The directors and executive officers of Delhaize "Le Lion" are as
follows:

Name, Title and Business or Present Principal Occupation or
Residential Address Employment/Citizenship<F1>

<S> <C>
Guy Beckers Chairman Delhaize "Le Lion"
rue Langeveld, 63
1180 Brussels, Belgium

Charles de Cooman d'Herlinckhove Officer and Member of the
Director Management Committee,
rue Osseghem, 53 Delhaize "Le Lion"
1080 Brussels, Belgium

Marcel Degroof, Director Partner, Bank Degroof
rue de l'Industrie '44
1000 Brussels, Belgium
Gui de Vaucleroy, Director President and Chief Executive
rue Osseghem, 53 Officer, Delhaize "Le Lion" and
1080 Brussels, Belgium Chief Executive Officer and
Chairman of the Board, Detla

Frans Vreys, Director Director of Companies
boulevard Emile Jacqumain, 112
1000 Brussels, Belgium
Jacques Le Clercq, Director President and Chief Operating
Atlanta Plaza - Suite 2160 Officer, Detla
950 East Paces Ferry Road
Atlanta, Georgia 30326
<PAGE>
Jacques Boel, Director Executive Director, Usines G.
rue Ducale, 21 Boel (steel manufacturing)
1000 Brussels, Belgium

Phillippe Stroobant, Director Officer and Member of
rue Osseghem, 53 Management Committee, Delhaize
1080 Brussels, Belgium "Le Lion"

Roger Boin, Director Director, Delhaize "Le Lion"
rue Osseghem, 53
1080 Brussels, Belgium

Raymond-Max Boon
rue Osseghem, 53
1080 Brussels, Belgium

In addition, Jean-Claude Coppieters 't Wallant, Pierre-Olivier Beckers, Renaud Cogels, Arthur Goethals and
Dominique Raquez whose business addresses are rue Osseghem 53, 1080 Brussels, Belgium, are officers and members of the Management
Committee of Delhaize "Le Lion" and Dominique Raquez, whose business address is rue Osseghem, 53, 1080 Brussels, Belgium, is
Secretary to such Management Committee.
<FN>
<F1> All of the persons listed on this Exhibit are Belgian unless otherwise indicated.

</TABLE>

EXHIBIT B

The directors and executive officers of Detla are as follows:
<TABLE>
<CAPTION>

Name, Title and Business or Present Principal Occupation of
Residential Address Employment/Citizenship<F1>
<S> <C>

Charles de Cooman d'Herlinckhove
Director
Marcel Degroof, Director

Gui de Vaucleroy, Director

Frans Vreys, Director
Jacques Le Clercq, Director

Jacques Boel, Director
Phillippe Stroobant, Director

Roger Boin, Director
<PAGE>
Gwynne H. Wales, Director Attorney, White & Case/U.S.
1155 Avenue of the Americas
New York, New York 10036

Pierre-Olivier Beckers, Director
J.C. Coppieters 't Wallant, Officer Member, Management Committee, Delhaize "Le Lion"; Vice
President and Treasurer, Detla

Michel Duchateau, Officer Accounting Manager, Delhaize "Le Lion" and Detla
rue Osseghem, 53
1080 Brussels, Belgium

Note: Reference is made to Exhibit A to this Schedule for the address and principal occupation of those individuals whose address
and principal occupation are not listed here.

<FN>
<F1> All of the persons listed on this Exhibit are Belgian unless otherwise indicated.

</TABLE>

EXHIBIT C

FIRST AMENDMENT
TO
1988 SHAREHOLDERS AGREEMENT
BY AND AMONG
ETABLISSEMENTS DELHAIZE FRERES ET CIE. "LE LION" S.A.,
DELHAIZE THE LION AMERICA, INC.,
RALPH W. KETNER
AND
TOM E. SMITH

THIS AMENDMENT, dated as of May 5, 1994 (the "Amendment") to the
1988 Shareholders Agreement by and among Etablissements Delhaize Freres Et
Cie. "Le Lion" S.A., a Belgian corporation ("Delhaize"); Delhaize the Lion
America, Inc., a Delaware corporation and a wholly owned subsidiary of
Delhaize ("Detla"); Ralph W. Ketner ("Ketner") and Tom E. Smith ("Smith")
dated as of September 22, 1988 (the "Shareholders Agreement").
The parties hereto desire to amend the Shareholders Agreement and do
hereby amend the Shareholders Agreement as follows:
1. Amendment. The Shareholders Agreement is hereby amended by
deleting Ralph W. Ketner as a party to the Shareholders Agreement effective as
of the date hereof.
2. Counterparts. Any number of counterparts of this Amendment may
be signed and delivered and each shall be considered an original and together
they shall constitute one agreement.
3. Ratification of Agreement. Except as expressly amended hereby,
the Shareholders Agreement shall remain in full force and effect and is hereby
ratified and confirmed by Delhaize, Detla and Smith.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed or has hereunto set his hand and seal as of the day
and year first set forth.
<PAGE>
ETABLISSEMENTS DELHAIZE FRERES ET CIE.
"LE LION" S.A.

By: /s/ Gui de Vaucleroy
Managing Director

By: /s/Jacques LeClercq
Director

DELHAIZE THE LION AMERICA, INC.

By: /s/ Gui de Vaucleroy
Its: Chief Executive Officer
and Chairman

Ralph W. Ketner (SEAL)
Ralph W. Ketner

Tom E. Smith (SEAL)
Tom E. Smith

Acknowledged:

FOOD LION, INC.

By: ____________________________
Its: Vice President - Legal
Affairs

EXHIBIT D

1994 SHAREHOLDERS' AGREEMENT

This 1994 Shareholders' Agreement ("Agreement"), dated as of the
15th day of September, 1994, is among ETABLISSEMENTS DELHAIZE FRERES ET CIE.
"LE LION" S.A., a Belgian corporation ("Delhaize"), DELHAIZE THE LION AMERICA,
INC., a Delaware corporation and wholly owned subsidiary of Delhaize
("Detla"), and FOOD LION, INC., a North Carolina corporation (the "Company").

STATEMENT OF PURPOSE
Delhaize and Detla (hereinafter collectively referred to as the
"Shareholders") own, in the aggregate, approximately 38.5 percent of the
issued and outstanding nonvoting Class A common stock, par value $.50 per
share, and 50.3 percent of the issued and outstanding voting Class B common
stock, par value $.50 per share, of the Company. The Company recognizes the
expertise and experience of the Shareholders in the retail food supermarket
business and desires to ensure that the Company will continue to benefit from
such expertise and experience. The Company and the Shareholders recognize the
importance of retaining the current management of the Company, including,
without limitation, Tom E. Smith as President and Chief Executive Officer, and
desire that management should continue to have full responsibility for the
day-to-day management of the Company, subject to the authority of the Board of
<PAGE>
Directors. The Shareholders and the Company recognize that they have had a
mutually beneficial relationship of longstanding (in part by reason of the
corporate governance provisions of certain past agreements among the
Shareholders and other past and present management shareholders of the
Company) and believe that the continuation of such relationship on a long-term
basis is in the best interest of the Company. The Shareholders and the
Company further recognize that provision must be made for the nomination of
independent directors, requiring certain changes from the corporate governance
provisions of such past agreements. The Shareholders and the Company desire
to achieve their purposes by entering into this Agreement relating to certain
corporate governance matters affecting the Company, including the voting of
stock or other securities of the Company now or hereafter owned by the
Shareholders.

AGREEMENT
1. Nomination and Election of Directors.
Subject to the fiduciary duties of directors under North Carolina
law or except as the Board of Directors of the Company by Special Vote (as
defined in subparagraph 3(b) below) shall otherwise direct:
(a) The Company's Board of Directors shall establish a
Nominating Committee of the Board of Directors for the purpose of nominating
the slate of directors to be submitted to the shareholders for election at the
annual meeting or at any meeting of the shareholders at which a director or
directors are to be elected and filling any vacancies that may arise from time
to time. The composition of the Nominating Committee, the composition of each
slate of directors to be nominated and the other responsibilities of the
Nominating Committee shall be as set forth below:
(i) The Nominating Committee shall consist of three directors,
one of whom shall have been designated by the Shareholders, one of
whom shall be the Chief Executive Officer of the Company (or his
designee from among the members of the Board of Directors of the
Company) and one of whom shall be an independent director;
(ii) The slate of directors nominated by the Nominating
Committee shall consist of ten (10) persons, four (4) of whom shall
have been proposed by the Chief Executive Officer of Delhaize
(hereinafter the "Delhaize Designees"), two (2) of whom shall have
been proposed by the Chief Executive Officer of the Company
(hereinafter the "CEO Designees") and four (4) of whom shall be
independent directors;
(iii) In the event that any director ceases to be a director
of the Company, then the Nominating Committee shall nominate an
appropriate person to fill such vacancy, selected in the same manner
as the director who ceased being director. Thus, in the event a
Delhaize Designee ceases to be a director, the vacancy left thereby
shall be filled by a new Delhaize Designee, in the event a CEO
Designee ceases to be a director, the vacancy left thereby shall be
filled by a new CEO Designee, and in the event an independent
director ceases to be a director, the vacancy left thereby shall be
filled by a new independent director;
(iv) The Nominating Committee shall meet at least once a year
to determine the proposed slate of directors to be submitted to the
annual meeting of shareholders for election. In addition, it shall
meet each time a meeting of the shareholders is called for the
purpose of electing one or more directors. It shall also meet
within thirty (30) days of notice of any vacancy occurring in the
Board of Directors to nominate a director to fill such vacancy. It
may solicit the views of other shareholders of the Company for
suggestions with regard to possible independent directors. It will
assess the independence of each such candidate (which shall at a
minimum require that the candidate not be currently or previously
employed, nor currently paid as a consultant, by the Company or its
affiliates or officers or by either of the Shareholders or their
respective affiliates or officers) and will consider any other
potential for conflict of interest of each such candidate. It will
determine the appropriate qualifications for directorship and will
evaluate candidates against the requisite qualifications;
<PAGE>
(v) The Nominating Committee shall recommend its slate of
directors or any individual nominee to the Board of Directors of the
Company. Approval of any such nomination(s) by the Board of
Directors shall be by Special Vote. In the event that the Board of
Directors fails to approve a slate or any individual nominee
proposed by the Nominating Committee, the Nominating Committee shall
meet to propose another slate, or nominee, as the case may be,
acceptable to the Board of Directors; and
(vi) Meetings of the Nominating Committee shall be held at
such place as may from time to time be fixed by the Chairman thereof
in the Notice of Meeting. Any meeting may be held without notice if
all members are present or if notice is waived in writing either
before or after the meeting by those not present. Two members of
the Nominating Committee shall constitute a quorum and all decisions
of the Nominating Committee shall require the affirmative vote of at
least two members. The Nominating Committee may take action without
a meeting upon unanimous written consent signed by all members of
the Nominating Committee. Meetings of the Nominating Committee may
be held by means of conference telephone or similar communications
equipment and participation in such a meeting shall constitute
presence in person at such meeting.
(b) Notwithstanding any provision in this paragraph 1 to the
contrary, if at any time it is determined that the composition of the
Company's Board of Directors does not comply with applicable corporate
governance rules contained in Part III, Section 5(c), of Schedule D to the By-
Laws of the National Association of Securities Dealers, Inc. or similar rules
of any national securities exchange on which the Company's securities may be
listed (the "Requirement"), the Nominating Committee shall meet to determine
the action necessary to comply with the Requirement and shall recommend such
action, including the nomination of an additional director or additional
directors and the removal of any director or directors. The Board of
Directors, by Special Vote (as defined in subparagraph 3(b) below), shall take
such actions as are necessary to comply with the Requirement, but which to the
extent possible shall be consistent with the intentions of the parties as set
forth in this Agreement.
2. Voting Agreement. At each election of directors of the
Company, the Shareholders shall vote their voting shares as follows:
(i) In the event cumulative voting is not in effect for such
election, to elect the slate of directors proposed by the Nominating
Committee and approved by the Board of Directors; and
(ii) In the event cumulative voting is in effect for such
election of directors, first, to the extent necessary, to elect the
Delhaize Designees and thereafter to retain or remove any such
Delhaize Designees as the Shareholders shall direct; second, to the
extent possible, to elect the CEO Designees and thereafter to retain
or remove any such CEO Designees as the CEO shall direct; and third,
to the extent possible, to elect the independent directors nominated
by the Committee and thereafter to retain or remove any such
independent directors as the Committee shall direct. The
Shareholders agree not to participate, directly or indirectly, in
any effort to cause cumulative voting to be in effect for any
election of directors of the Company.
3. By-Laws.
(a) The Finance Committee of the Board of Directors
established pursuant to Article 5, Section 2 of the By-Laws of the Company
shall be abolished and such ByLaw provision shall be repealed.
(b) During the term of this Agreement, the Company's By-Laws
shall provide that the Board of Directors may not, without an affirmative vote
of at least 70 percent of the directors ("Special Vote"):
(A) Approve the nomination of any person or persons for
election to the Board of Directors or elect a chief executive
officer other than Tom E. Smith;
(B) Authorize any contract involving payment by the
Company of cash or property valued in excess of $500,000, including,
without limitation, the purchase, sale or leasing of property or the
incurring of indebtedness, except transactions relating to the
<PAGE>
leasing or construction of stores, warehouses and related facilities
or any other transaction in the ordinary course of business;
(C) Approve or authorize capital expenditures of more
than $500,000 in any one instance or $1,000,000 in the aggregate in
any fiscal year, except expenditures relating to the leasing or
construction of stores, warehouses and related facilities or any
other transaction in the ordinary course of business;
(D) Authorize the issuance or sale of stock or other
securities of the Company or any subsidiary of the Company, or
options or warrants for or obligations convertible into such stock
or securities, except the issuance of stock options or stock or
both, as the case may be, pursuant to the Company's 1981 Employee
Stock Option Plan, 1983 Employee Stock Option Plan, 1991 Employee
Stock Option Plan, Employee Stock Purchase Plan and Employee Stock
Ownership Plan and other employee benefit plans approved by the
Board of Directors;
(E) Sell or otherwise dispose of a substantial part of
the Company's assets other than in the ordinary course of business;
(F) Amend the charter or the By-Laws of the Company; or
(G) Approve for submission to the shareholders of the
Company for their approval a proposal for the amendment of the
Company's charter or the merger or consolidation of the Company with
or into any other corporation or the reorganization,
recapitalization or liquidation of the Company; provided, that any
Special Vote approving any action set forth in this paragraph 3(b)
may specify other limitations which shall not be exceeded without a
further Special Vote.
(c) Subparagraph 3(b) above shall be submitted to the shareholders
of the Company for approval in accordance with the requirements of North
Carolina law and shall not be effective until such approval is granted. The
Shareholders shall vote each share of common stock of the Company beneficially
owned by them in favor of such approval. Until such time as subparagraph 3(b)
is approved by the requisite shareholder vote of the Company, subparagraph
3(a) of the 1988 Shareholders Agreement dated as of September 22, 1988 among
the Shareholders and Messrs. Tom Smith and Ralph Ketner (the "1988
Shareholders Agreement") shall remain in full force and effect.
4. Term. This Agreement shall be effective for a term commencing
on the earlier of (i) the termination of the 1988 Shareholders Agreement and
(ii) September 22, 1994, and ending April 30, 2001; provided that this
Agreement shall terminate in the event that the Shareholders' aggregate
ownership of voting shares of the Company shall be reduced to less than 10% of
the aggregate outstanding voting shares of the Company.
5. Binding Nature. This Agreement shall be binding upon and shall
inure to the benefit of the Company, Delhaize and Detla and their respective
successors and assigns until the expiration of the term of this Agreement.
Any successor (whether direct or indirect by purchase, merger, consolidation
or otherwise) to all or substantially all of the business and/or assets of
Delhaize, Detla or the Company shall expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the respective
parties would be required to perform it if no such succession had taken place.
6. Assignment. Neither this Agreement nor any rights hereunder
may be assigned without the prior written consent of the other parties hereto
and prior to any assignment the assignee must agree in writing to be bound by
the terms and conditions of this Agreement.
7. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of North Carolina applicable to contracts made and
to be performed entirely within such state.
8. Amendment. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended only by a written instrument
executed by the parties hereto and, in the case of the Company, approved by a
Special Vote of its Board of Directors.
9. Notices. Any notice or communication given pursuant hereto by
any of the parties hereto to the other parties shall be in writing and
personally delivered or mailed by registered or certified mail or by
telegraphic means as follows:
If to Delhaize:
<PAGE>
Etablissements Delhaize Freres
et Cie. "Le Lion" S.A.
rue Osseghem, 53
1080 Brussels, Belgium

With a Copy to:

Gwynne H. Wales, Esq.
White & Case
1155 Avenue of the Americas
New York, New York 10036

If to Detla:

Delhaize The Lion America, Inc.
Suite 2160
Atlanta Plaza
950 East Pace Ferry Road
Atlanta, Georgia 30326

With a Copy to:

Gwynne H. Wales, Esq.
White & Case
1155 Avenue of the Americas
New York, New York 10036

If to the Company:

Food Lion, Inc.
Post Office Box 1330
Salisbury, North Carolina 28145-1330

With a Copy to:

Richard Wyatt, P.C.
Akin, Gump, Strauss, Hauer & Feld,
L.L.P.
1333 New Hampshire Ave., N.W.
Suite 400
Washington, D.C. 20036

or to such other address as hereafter shall be furnished in writing by any
Shareholder to the other Shareholders.
10. Entire Agreement. This Agreement sets forth the entire
understanding and agreement among the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements, arrangements and
understandings, written or oral, relating to the subject matter hereof.
11. No Employment. Nothing contained in this Agreement shall be
construed to constitute an employment agreement with regard to any person.
12. Headings. The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
13. Severability. If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
balance of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated thereby.
14. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all
of such together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the date first above written.

ETABLISSEMENTS DELHAIZE FRERES
<PAGE>
ET CIE. "LE LION" S.A.

By: /s/ Gui de Vaucleroy

By: /s/ Jacques LeClercq

DELHAIZE THE LION AMERICA, INC.

By: /s/ Gui de Vaucleroy
Its: Chief Executive Officer
and Chairman

FOOD LION, INC.

By: /s/ Tom E. Smith
Its:

EXHIBIT E

JOINT FILING AGREEMENT

Pursuant to paragraph (iii) of Rule 13d-l(f) (1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities and
Exchange Act of 1934, as amended, each of the undersigned hereby agrees that
the statement on Schedule 13D to which this Agreement shall be attached as an
exhibit, including all amendments thereto, shall be filed with the Commission
on behalf of each of the undersigned.

Dated: September __, 1994

ETABLISSEMENTS DELHAIZE
FRERES ET CIE. "LE LION" S.A.

By: /s/ Gui de Vaucleroy
Name: Gui de Vaucleroy
Title: Chief Executive
Officer and Chairman

DELHAIZE THE LION AMERICA, INC.

By: /s/ Gui de Vaucleroy
Name: Gui de Vaucleroy
Title: Chief Executive
Officer and Chairman
<PAGE>
/s/ Tom E. Smith
Tom E. Smith

/s/ Ralph W. Ketner
Ralph W. Ketner
<PAGE>