U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ X ]Form 10-K or Form 10-KSB [ ]Form 20-F []Form 11-K
[ ]Form 10-Q or Form 10-QSB [ ]Form N-SAR
For Period Ended: January 3, 1998
[ ] Transition Report on Form 10-K or Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q or Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: . . . . . . . . .
__________________________________________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
_______________________________________________________
If the notification relates to a portion of the filing
checked above, identify the item(s) to which the notification relates:
_______________________________________________________
Part I-Registrant Information
Full Name of Registrant Food Lion, Inc.
Former Name If Applicable
Address of Principal Executive Office (Street and Number)
P.O. Box 1330 2110 Executive Drive
City, State and Zip Code Salisbury, NC 28145-1330
Part II-Rules 12b-25(b) and (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks
relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate.)
[X] (a) The reason described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual
report, transition report on Form 10-K or
Form 10-KSB, Form 20-F, 11-K or Form N-SAR,
or portion thereof will be filed on or before
the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition
report on Form 10-Q [or Form 10-QSB], or portion thereof
will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit
required by the Rule 12b-25 (c) has been attached
if applicable.
Part III-Narrative
State below in reasonable detail the reasons why the Form 10-K
and Form 10-KSB, 20-F, 11-K, 10-Q or Form 10-QSB, N-SAR or
the transition report or portion thereof could not be filed
within the prescribed time period.
The Company needs additional time to prepare and review
appropriate disclosures.
Part IV-Other Information
(1) Name and telephone number of person to contact in
regard to this notification:
Laura Kendall 704 633-8250
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required [x]Yes [ ]No
under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940
during the preceding 12 month or for
such shorter period that the registrant
was required to file such report(s) been filed?
If answer is no identify report(s).
(3) Is it anticipated that any significant change [ ] Yes [X] No
in results of operation from the corresponding
period for the last fiscal year will be reflected
by the earnings statements to be included in the
subject report or portion thereof? If so: attach
an explanation of the anticipated change, both
narratively quantitatively, and , if appropriate,
state the reasons why a reasonable
estimate of the results cannot be made.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Food Lion, Inc.)
has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
Date April 3, 1998 By Laura Kendall
Laura Kendall
Chief Financial Officer
