FORM 10-K

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
     ACT OF 1934 [FEE REQUIRED]

                    For the fiscal year ended December 30, 1995    

                                          OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

          For the transition period from                  to                 

Commission File Number 1-7603
                                   HANNAFORD BROS. CO.                
                (Exact name of Registrant as specified in its charter)

              Maine                                          01-0085930    
   (State or other jurisdiction of                        (I.R.S. Employer  
   incorporation or organization)                         Identification No.)

145 Pleasant Hill Road, Scarborough, Maine                         04074       
(Address of principal executive offices)                         (Zip Code)   

Registrant's telephone number, including area code:  (207) 883-2911

    Securities registered pursuant to Section 12(b) of the Act:

       Title of each class          Name of each exchange on which registered

  Common Stock, $.75 par value                  New York Stock Exchange
  Preferred Stock Purchase Rights               New York Stock Exchange         

  Securities registered pursuant to Section 12(g) of the Act:  None

  Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements in the past 90 days.  Yes [X]  No [ ]

  Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

  The aggregate market value of the Common Stock, $.75 par value, held by
non-affiliates as of March 6, 1996, was $842,408,601.  This calculation 
assumes that all shares of Common Stock beneficially held by directors and
executive officers of the Registrant are owned by "affiliates".

  As of March 6, 1996, there were 42,290,090 outstanding shares of Common 
Stock, $.75 par value, the only authorized class of common stock of the 
Registrant.

                         DOCUMENTS INCORPORATED BY REFERENCE
  PART III:  Proxy Statement for Annual Meeting of Shareholders to be held
on May 14, 1996.

                                                  Exhibit Index on Page: 50
<PAGE>
                                   PART I

ITEM 1.  BUSINESS

GENERAL DEVELOPMENT OF THE BUSINESS

Hannaford Bros. Co. (the "Registrant" or the "Company") was incorporated in
Maine in 1902 as the successor to a business established by the Hannaford
family in 1883.  Its principal executive offices are located at 145 Pleasant
Hill Road, Scarborough, Maine 04074.  Its telephone number is (207)
883-2911.

Approximately 25.6% of the outstanding shares of the Registrant's common
stock, par value $.75 per share, is owned by certain members of the Sobey
family of Stellarton, Nova Scotia, and certain companies and trusts
controlled by them (the "Sobey Parties").

Consolidated sales and other revenues for 1995, were $2,568 million, an
increase of 12.1% over last year's sales and other revenues of $2,292
million.  Comparable same store sales were up 2.5% for fiscal year 1995 as
compared to an increase of 1.6% in 1994.

In July 1994, the Registrant acquired Wilson's Supermarkets based in
Wilmington, North Carolina.  The purchase included 20 food stores in North
and South Carolina, five additional store sites and several shopping center
properties.  During 1995, the Registrant constructed seven new food stores,
acquired six existing food stores and has purchased or leased a number of
other new store sites in the southeast region.  These actions represent a
strategic decision by the Registrant to diversify its business outside of
its traditional Northeast market area.

The Registrant ships food and food-related products from its distribution
centers to an additional 19 independent wholesale customers.  Sales to these
wholesale accounts amounted to 2.1% of total sales in 1995.  Other revenues
from such activities as trucking, real estate and retail services amounted
to about 1.3% of total sales.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

The Registrant, through its operations and those of its subsidiaries, is
principally involved in the retail food business.  The Registrant considers
its business a single segment under the applicable reporting rules.  See
Item 8, Financial Statements and Supplementary Data.

<PAGE>
NARRATIVE DESCRIPTION OF THE BUSINESS

The Registrant is a multi-regional food retailer, with 134 supermarkets
located throughout Maine and New Hampshire, and in parts of New York,
Massachusetts, Vermont, Virginia, North Carolina and South Carolina.  Its
stores are operated primarily under the names Shop 'n Save, Hannaford and
Wilson's.  The Registrant's goal is to offer consumers very competitive
prices with comprehensive product variety and outstanding freshness and
quality in perishables from modern and convenient facilities.  The
Registrant also operates 74 pharmacies within the Registrant's supermarkets
and combination stores.

Of the Registrant's 100 supermarkets in the northeastern region of the
United States, more than 75% are either new or have been expanded or
relocated in the past 10 years.  During this period, a number of smaller
outdated facilities have been closed or sold.  Since 1983, the Registrant
has opened or acquired 71 combination stores with selling areas ranging from
22,300 to 61,700 square feet.  These combination stores offer under one roof
the traditional all-department supermarket, together with a bakery, video
rental center and other services, as well as expanded lines of general
merchandise.

The Registrant operates 34 supermarkets in Virginia, North Carolina and
South Carolina.  Twenty of these stores were acquired by the Registrant in
July 1994, six were acquired in September 1995 and eight were newly
constructed.  These stores range in size from 16,300 to 48,700 square feet
of selling area.  In 1996, the Registrant expects to open several new stores
in North Carolina and Virginia and will expand or relocate a number of
others.



<PAGE>
The following tables set forth certain statistical information regarding the
Registrant's operations at the dates indicated:

                                            FISCAL YEAR                    
NUMBER OF STORES       1991        1992         1993       1994        1995

Supermarkets

      Beginning          89          88           93         93         118
      Opened              3           7            4         10          13
      Closed             (2)         (2)          (4)        (5)         (3)
      Sold               (2)          0            0          0           0
      Acquired            0           0            0         20           6
      Ending             88          93           93        118         134

Drug Stores

      Beginning          41          42            6          3           0
      Opened              1           1            0          0           0
      Closed             (1)         (3)          (2)        (3)          0
      Sold                0         (34)          (1)         0           0
      Acquired            1           0            0          0           0
      Ending             42           6            3          0           0

                                          FISCAL YEAR-END                   

AVERAGE SQUARE FEET    1991         1992         1993       1994        1995
  OF SELLING AREA
  PER STORE

Supermarkets          26,700       28,200       29,800     30,100     31,100
Drug Stores            6,000        4,900        5,000          0          0

TOTAL SQUARE FEET OF
  SELLING AREA

Supermarkets       2,347,000    2,619,000    2,771,000  3,547,000  4,166,000
Drug Stores          252,000       29,000       15,000          0          0


<PAGE>
As illustrated by the foregoing tables, the Registrant has continued to
expand its food store operations.

During 1995, net selling square footage increased 17.5%.  In addition to the
acquisition of six supermarkets, the Registrant opened ten new food stores
with selling areas ranging from 33,300 square feet to 48,700 square feet. 
In addition, three existing stores were relocated to larger, new facilities.

During 1996, the Registrant intends to open thirteen new food stores, three
of which will be located in the northeastern market area and ten in the
southeast.  The new stores will range from 33,500 square feet to 46,000
square feet of selling area.  The Registrant will also relocate two of its
existing stores in the northeast and four in the southeast to new
facilities.  It is expected that net retail selling area will increase
approximately 14% in 1996.

As part of its ongoing expansion program, the Registrant will also consider
the acquisition of additional supermarkets, if attractive opportunities
become available.

The Registrant's distribution facilities which support its retail operations
include:

1.  An owned distribution facility in South Portland, Maine which warehouses
grocery, fresh fruits and vegetables, frozen foods, meat, and dairy products
in approximately 521,000 square feet of floor area, and has dock facilities
for 89 highway trailers.  The distribution center has a dedicated on-line
computerized warehouse management system, which efficiently controls the
movement of product through the facility and schedules labor for greater
efficiency and productivity.  Productivity in the distribution facility also
has been enhanced through the use of incentive payment programs.

2.  An owned distribution center and office facility in Schodack, New York,
which services certain store locations in New York, Vermont, New Hampshire
and Massachusetts.  This facility warehouses grocery, fresh fruit and
vegetables, meat, dairy and frozen food products in approximately 489,000
square feet of floor area and has dock facilities for 129 highway trailers. 
Although approvals have been received to expand this facility to
approximately 1,200,000 square feet, the Registrant has no current plans to
do so.  This distribution center operates under a team management system
which the Registrant calls Socio-Technical Systems.  The Registrant believes
this operation to be one of the first successful non-manufacturing uses of
this type of team management concept in the country.


<PAGE>
3.  An owned 200,000 square foot distribution facility in Winthrop, Maine. 
This facility distributes health and beauty care products, specialty foods,
pharmaceuticals and some general merchandise to all of the Registrant's
retail outlets.  This facility has converted from a conventional management
system to a team-based one similar to that used in the Schodack, New York,
distribution center.

During 1996, the Registrant will construct a 450,000 square foot
distribution facility in Butner, North Carolina.  This new facility will
service its retail stores in Virginia, North Carolina and South Carolina
with grocery, dairy, frozen food, meat and fruits and vegetables.  The
Registrant will own this facility which has sufficient land for future
expansion.

Merchandise is transported from the Registrant's distribution facilities by
Hannaford Trucking Company, a wholly-owned subsidiary, which is licensed as
an irregular route common carrier with 48 state authority.  Hannaford
Trucking Company also hauls products for third-party customers, thereby
reducing the number of miles that its trucks travel empty.

Innovation in operating systems for competitive advantage is an important
component of the Registrant's strategy, and the Registrant is committed to
investing in new technology and the development of new systems.  The
Registrant seeks to be an industry leader in the application of new
technology and systems to improve customer service, productivity and
financial information.

Raw materials, as such, are not essential to the business of the Registrant.

The Registrant sells private brand products under the names "Shop 'n
Save(R)" and "Hannaford(R)".  During 1996, the Registrant intends to
complete the conversion of its primary private brand from "Shop 'n Save(R)"
to "Hannaford(R)", for use throughout its marketing territory.

Seasonal business affects the Registrant's operations in that sales are
generally greater in the second half of the year than in the first.  (See
Note 9 of Notes to Consolidated Financial Statements.)

Inventory levels are maintained at distribution centers and all retail
locations in amounts adequate to minimize "out of stock" conditions.

Backlog is not material to the Registrant's business.

No material portion of the business of the Registrant is subject to
renegotiation of profits or termination of contracts or subcontracts at the
election of the Government.

At the retail level, the Registrant's supermarkets are in direct competition
with regional, national and local food and drug chains, as well as
"supercenters", some of which have greater resources than the Registrant, 

<PAGE>
and with other independent operators.  In addition, certain of the
independent stores served by the Registrant as wholesale customers are
located in the same trade areas as the Registrant's own stores and therefore
compete with them.

In its wholesale operations, the Registrant directly competes with numerous
other regional wholesalers, some of which supply franchised retail outlets. 
The loss of any one or a few of the wholesale customers would not have a
materially adverse effect on the Registrant.  Wholesale sales are not
material.

No material expenditures were made during fiscal 1993, 1994 or 1995 on
research activities relating to new or improved products, services or
techniques.

The Registrant does not foresee that material capital outlays will be needed
nor that material increases in operating expenses will be incurred for the
purpose of compliance with any statutory requirement respecting
environmental quality.

As of December 30, 1995, the Registrant had approximately 7,100 full-time
and 13,300 part-time employees.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES.

Neither the Registrant nor any of its subsidiaries engages in any operations
in foreign countries, nor is a material portion of sales and revenues
derived from retail customers in foreign countries.

<PAGE>
ITEM 2.  PROPERTIES

The Registrant owns the locations of 59 of its 134 food stores and leases
the remaining 75 stores.  It owns all 3 of its current distribution
facilities and leases its general office facility in Scarborough, Maine. 
The Registrant will own its distribution facility in North Carolina which is
under construction.  The Registrant's properties are located in Maine, New
Hampshire, Vermont, northeastern Massachusetts, eastern upstate New York,
southern Virginia, North Carolina and northeastern South Carolina. The
Registrant believes that its properties are well maintained and are
appropriate for its business needs.

The number of stores and facilities operated and the square feet of space at
December 30, 1995, consisted of:


                                                 Square       Square Footage
                                                Footage           Selling
                                 Units         Gross Area           Area 
                                                      (in thousands)

    Stores                        134             5,871            4,166 
    Distribution and 
      administrative facilities     4             1,420              -- 
          Total                   138             7,291            4,166


The following table sets forth expiration dates of leased facilities,
assuming exercise of all renewal options:

                   Lease                                 Administrative
                Expiration          Food stores            Facilities  

                 1996-2005                4
                 2006-2015                8
                 2016-thereafter         63                   1 
                                         75                   1


Further information concerning the Registrant's distribution facilities
appears under Item 1 at pages 5-6 above, which information is incorporated
herein by reference.

<PAGE>
ITEM 3.  LEGAL PROCEEDINGS

There are no material legal proceedings, other than ordinary routine
litigation incidental to the business, to which the Registrant is a party or
to which any of its property is subject.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the
fourth quarter of fiscal 1995.

EXECUTIVE OFFICERS OF THE REGISTRANT

Information with respect to the Executive Officers of the Registrant is set
forth below.

Under the by-laws of the Registrant, all Executive Officers hold office, at
the pleasure of the Board of Directors, until the Annual Meeting of the
Directors next following their election or until others are elected and
qualified in their stead.

There are no family relationships between any of the Executive Officers of
the Registrant nor were there any special arrangements or understandings
regarding the selection of any officer.
                                                         SERVED AS AN EXECU-
NAME                        AGE        POSITION          TIVE OFFICER SINCE:

JAMES L. MOODY, JR.          64      Chairman of the Board       04/28/60

Mr. Moody was elected Chairman of the Board in 1984.  He also served in the
capacity of Chief Executive Officer from 1973 until 1992.  He held the
position of President for more than five years prior to his election as
Chairman and has been employed by the Registrant in various supervisory and
executive capacities since 1959.

HUGH G. FARRINGTON           51      President                    09/30/77
                                     Chief Executive Officer

Mr. Farrington was elected President in 1984 and designated Chief Executive
Officer in 1992.  He had held the position of Chief Operating Officer from
1984 to 1992.  He had been Executive Vice President from 1981 until his
election as President.  He has been employed by the Registrant in various
operating, supervisory and executive capacities since 1968.

RICHARD A. ANICETTI          38      Senior Vice President &      08/10/94
                                     General Manager, 
                                     Southeast Operations

Mr. Anicetti was elected Senior Vice President and General Manager,
Southeast Operations in December 1995.  He had been Senior Vice President,
Retail Operations for the southeast since 1994 and Vice President - Retail
Operations/General Manager, New Hampshire and Massachusetts from 1989 to
1994.  He has been employed by the Registrant since 1980 in various retail
management capacities.
<PAGE>
                                                         SERVED AS AN EXECU-
NAME                        AGE        POSITION          TIVE OFFICER SINCE:

PAUL A. FRITZSON             42      Senior Vice President,       01/02/92
                                     Marketing, Merchandising
                                     & Distribution

Mr. Fritzson was elected Senior Vice President, Marketing, Merchandising and
Distribution in December 1995.  He had been Senior Vice President, Marketing
since 1994, Vice President - Marketing from 1992 to 1994 and Vice President,
General Merchandise from 1990 to 1992.  He had served previously in various
staff and merchandising capacities since 1978.

RONALD C. HODGE              48      Senior Vice President,       08/10/94
                                     Northeast Operations

Mr. Hodge was elected Senior Vice President, Northeast Operations in
December 1995.  He had been Senior Vice President, Retail Operations since
1994 and Vice President - Retail Operations/General Manager, New York and
Vermont from 1989 to 1994.  He has been employed by the Registrant in
various retail management capacities since 1980.

JAMES J. JERMANN             51      Senior Vice President,       08/05/83
                                     Merchandising

Mr. Jermann was elected Senior Vice President, Merchandising in 1990.  He
had been Vice President, Merchandising from 1983 to 1990.  He has been
employed by the Registrant since 1978 in various merchandising capacities. 
He was previously Director of Grocery Merchandising.

BLYTHE J. MCGARVIE           39      Senior Vice President,       11/14/94
                                     Chief Financial Officer

Ms. McGarvie was elected Senior Vice President and designated Chief
Financial Officer in May 1995.  She joined the Registrant as Senior Vice
President - Finance in November 1994.  From 1991 to 1994 she was Chief
Administrative Officer for the Pacific Rim Group of Sara Lee Corporation. 
From 1985 to 1991 she was employed by Kraft General Foods in various finance
positions.

LARRY A. PLOTKIN             45      Senior Vice President,       10/06/81
                                     Corporate Development 

Mr. Plotkin was elected Senior Vice President, Corporate Development in May
1995.  He had been Senior Vice President, Development & Planning from 1992
to 1995, Senior Vice President, Development and Finance from 1990 to 1992,
Vice President from 1989 to 1990, Vice President Wellby Super Drug Stores
from 1987 to 1989 and Vice President Corporate Development from 1981 to
1987.  He has been employed by the Registrant since 1972 in various real
estate capacities.

<PAGE>
                                                         SERVED AS AN EXECU-
NAME                        AGE        POSITION          TIVE OFFICER SINCE:

MICHAEL J. STROUT            41      Senior Vice President,       12/19/94
                                     Human Resources

Mr. Strout rejoined the Registrant as Senior Vice President, Human Resources
in December 1994.  From 1990 through 1994 he was Vice President - Human
Resources and later Senior Vice President - Human Resources at Topps
Markets, Inc., Buffalo, New York.  From 1985 to 1990 Mr. Strout had been
employed by the Registrant in various Human Resource management positions.

ANDREW P. GEOGHEGAN, ESQ.    45      Vice President, Secretary    09/14/87
                                     & General Counsel

Mr. Geoghegan joined the Registrant as Vice President, General Counsel in
September 1987.  He was elected Secretary in 1992.  From 1979 to 1987 he was
in private law practice with the firm of Kassoy, Lopez & Geoghegan Law
Corporation, Beverly Hills, California, specializing in corporate, tax and
real estate law.

ANDREW N. WESTLUND           43      Vice President,              10/04/92
                                     Distribution

Mr. Westlund was elected Vice President, Distribution in 1992.  He served as
Vice President - Warehousing in 1992 after holding the position of Director,
Warehouse Operations-New York since his employment in 1989.  He was
previously employed by Super Valu, Minneapolis, Minnesota as Warehouse
Manager.

LARRY A. WILSON              37      Vice President, Wilson's     08/10/94

Mr. Wilson was elected Vice President, Wilson's in August 1994.  For more
than five years prior to that date he held various executive positions with
Wilson's Supermarkets located in Wilmington, North Carolina.

<PAGE>
                                    Part II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

The Common Stock of the Registrant has been listed on the New York Stock
Exchange since July 18, 1986.  The following table sets forth the dividends
per share and the high and low sales prices of the Common Stock on the New
York Stock Exchange composite tapes during each quarter of 1994 and 1995.

                                                                           

                                                                 QUARTERLY
                                         SALE PRICE              DIVIDENDS
                                    HIGH               LOW       PER SHARE  


1st Quarter, 1994                 $26.250           $21.000        .095
2nd Quarter, 1994                  24.000            19.750        .095
3rd Quarter, 1994                  24.625            21.375        .095
4th Quarter, 1994                  26.625            23.000        .095

1st Quarter, 1995                 $27.000           $24.875        .105
2nd Quarter, 1995                  29.000            24.750        .105
3rd Quarter, 1995                  28.500            25.000        .105
4th Quarter, 1995                  26.875            23.875        .105

                                                                           


There are approximately 13,000 record holders of the Common Stock.  Fiscal
1995 was the forty-seventh consecutive year that dividends were paid on the
Common Stock and the thirty-third consecutive year that the aggregate
dividend paid per share (after adjusting for stock splits) has increased. 
On February 13, 1996, the Board of Directors voted to increase the quarterly
dividend to $.12 per share for the dividend due to be paid on March 21,
1996.  Future dividends will depend on the Registrant's earnings and
financial condition.


<PAGE>
<TABLE>
Item 6.  Selected Financial Data
<CAPTION>
                                                                                      Fiscal Year                           
                                                               1995        1994         1993         1992        1991
                                                                         (In thousands except per share amounts)
EARNINGS STATEMENT DATA:
<S>                                                       <C>           <C>          <C>          <C>         <C>       
Sales and other revenues................................. $2,568,061    $2,291,755   $2,054,889   $2,066,023  $2,007,960
Cost of sales............................................  1,951,248     1,728,499    1,543,932    1,552,155   1,513,130

Gross margin.............................................    616,813        563,256     510,957      513,868     494,830
Selling, general and administrative expense..............    481,017        437,548     399,437      411,487     401,451

Operating profit.........................................    135,796        125,708     111,520      102,381      93,379
Interest expense, net....................................     19,368         21,360      19,337       20,711      20,743

Earnings before income taxes.............................    116,428        104,348      92,183       81,670      72,636
Income taxes.............................................     46,227         42,060      37,578       32,476      29,286
Earnings before cumulative effect
  of change in accounting principle......................     70,201         62,288      54,605       49,194      43,350
  Cumulative effect of accounting change.................          -              -       2,100            -           -
Net earnings............................................. $   70,201     $   62,288  $   56,705   $   49,194  $   43,350
Per common share(1):
   Earnings before cumulative effect of accounting change $     1.67     $     1.50  $     1.33   $     1.21  $     1.08
   Cumulative effect of accounting change................          -              -         .05            -           -
   Net earnings.......................................... $     1.67     $     1.50  $     1.38   $     1.21  $     1.08
   Cash dividends........................................ $      .42     $      .38  $      .34   $      .30  $      .26

Weighted average number of common shares outstanding(1)..     42,092         41,544      41,049       40,520      39,939

<CAPTION>
                                                            December       December     January      January    December
                                                            30, 1995       31, 1994     1, 1994      2, 1993    28, 1991
BALANCE SHEET DATA:                                              (Dollar amounts in thousands except per share data)
<S>                                                       <C>            <C>         <C>          <C>         <C>       
Working capital.......................................... $   23,512     $   42,707  $  118,830   $  105,187  $   68,140
Total assets.............................................    961,830        877,605     795,355      768,596     705,516
Current maturities:
   Long-term debt........................................     11,246         14,409       7,180        7,015       6,006
   Obligations under capital leases......................      1,467          1,382       1,412        1,387       1,480
Long-term debt, excluding current maturities.............    150,648        153,687     156,716      171,578     165,252
Obligations under capital leases, excluding current
  maturities.............................................     69,747         69,552      58,835       54,930      49,315
Redeemable preferred stock of a subsidiary...............          -              -       1,883        2,781       2,781
Shareholders' equity.....................................    518,677        454,475     396,715      345,796     297,801
Book value per share(1).................................. $    12.26     $    10.88  $     9.63   $     8.48  $     7.42
                                                                                                                          
(1)Restated for the effect of a two-for-one stock split in the form of a 100% stock dividend paid on March 10, 1992.
/TABLE
<PAGE>
ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
            AND FINANCIAL CONDITION

This analysis of the Company's results of operations and financial condition
should be read in conjunction with the accompanying consolidated financial
statements, including the notes thereto, and the information presented in
the summary of selected financial data.  All footnote references are to
Notes to Consolidated Financial Statements.

RESULTS OF OPERATIONS

Overview

In 1995, the Company continued to grow its business as evidenced by
increases of 12.1% in sales and other revenues and 12.7% in net earnings
when compared to 1994 financial results.  The increase in net earnings was
achieved despite costs associated with the Company's significant expansion
in the Southeast and continuing competitive pressures throughout its
marketing territories.  Programs to build sales and reduce the cost of doing
business continue to yield positive results.  In 1995, the Company added
17.5% to its supermarket selling area and currently expects to add
approximately 14% in 1996.


<PAGE>
The following table sets forth for the years indicated the percentages which
selected items in the consolidated statements of earnings are to sales
and other revenues and the percentage change in the dollar values of such
items as compared to the indicated prior year:

   PERCENTAGE OF SALES                               YEAR-TO-YEAR PERCENTAGE
    AND OTHER REVENUES                               CHANGE IN DOLLAR VALUES
EXCEPT PER SHARE AMOUNTS                            Fiscal 1995  Fiscal 1994
       Fiscal Year                                  Compared to  Compared to
  1995     1994     1993                            Fiscal 1994  Fiscal 1993

  100.0%   100.0%   100.0%  Sales and other revenues      12.1       11.5%

   24.0     24.6     24.9   Gross margin                   9.5       10.2

                            Selling, general and
   18.7     19.1     19.4     administrative expenses      9.9        9.5

    5.3      5.5      5.5   Operating profit               8.0       12.7

    0.8      1.0      1.0   Interest expense, net         (9.3)      10.5

    4.5      4.5      4.5   Earnings before income taxes  11.6       13.2

    1.8      1.8      1.8   Income taxes                   9.9       11.9

                            Earnings before cumulative 
                              effect of change in
    2.7      2.7      2.7     accounting principle        12.7       14.1

                            Cumulative effect of change
     --       --      0.1     in income tax accounting      --         --

    2.7%     2.7%     2.8%  Net earnings                  12.7        9.8


  $1.67    $1.50    $1.38   Earnings per common share     11.3        8.7



<PAGE>
Sales

Sales and other revenues rose 12.1% in 1995, to $2,568 million, an increase
of $276 million over 1994 results.  Retail sales increased $277 million or
12.6% to $2,481 million, reflecting an increase of $53 million or 2.5% in
sales from supermarkets that were open in both periods presented ("same
store sales") and additional sales of $224 million from the net impact of
new, expanded, acquired and closed stores.  Other sales and revenues, which
include trucking, wholesale, real estate and miscellaneous retail
operations, decreased $1.0 million in 1995.

The same store sales increase of 2.5% continues a positive trend that
started in 1993.  Fourth quarter 1995 same store sales increased 2.6% in
comparison to fourth quarter 1994 due to strong sales throughout the period. 
These increases were achieved despite low overall food inflation, intense
supermarket competition in the Company's marketing territories and expanding
"supercenter" competition.

In 1994, sales and other revenues were $2,292 million, an increase of $237
million or 11.5% over 1993 results.  Retail sales increased $241 million or
12.3%.  Excluding the sales and other revenues from Wilson's Supermarkets,
which was acquired in July, 1994, the Company's sales and other revenues
were up 5.8% for the year.  Same store sales reflected an increase of 1.6%. 
Other sales and revenues, which include trucking, wholesale, real estate and
miscellaneous retail operations, decreased $4 million in 1994.

Gross Margin

The Company continues to focus on maintaining a competitive pricing strategy
in its marketing areas by passing operating efficiencies on to its customers
in the form of lower prices.

Gross margin decreased in 1995 to 24.0% of sales and other revenues in
comparison to 24.6% in 1994.  This decrease in margins continues a trend
that began in the second half of 1993.  The decrease primarily reflects
lower gross margins earned by the Company's southeastern operations and
competitive pricing strategies.

Gross margins decreased in 1994 to 24.6% of sales and other revenues in
comparison to 24.9% in 1993.  Competitive pressure and its resulting impact
upon pricing strategies accounted for the significant portion of this
decrease.

<PAGE>
Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased to 18.7% of sales and
other revenues in 1995 as compared to 19.1% in 1994.  This continues a
downward trend that began in 1992 when selling, general and administrative
expenses were 19.9% of sales and other revenues.  Payroll and payroll
related expenses, which exceeded 50% of selling, general and administrative
expenses in both years, decreased as a percentage of sales in 1995 as
compared to 1994.  This decrease reflects cost containment efforts coupled
with synergies resulting from the Company's recent acquisition and
corresponding sales growth.

Selling, general and administrative expenses decreased to 19.1% of sales and
other revenues in 1994 as compared to 19.4% in 1993.  Payroll and payroll
related expenses were primarily responsible for this decrease.  The 1994
reduction was also favorably impacted by the operations of Wilson's
Supermarkets.

Interest Expense, Net

Net interest expense expressed as a percentage of sales and other revenues
was 0.8% in 1995, 1.0% in 1994 and 1.0% in 1993.  Net interest expense
consists of the following:

                                                   (In thousands)
                                            1995        1994        1993

   Interest on debt                       $15,302     $16,508     $17,249
   Capital lease interest                   9,105       8,615       7,230
   Capitalized interest                    (2,529)     (1,669)     (1,530)
   Interest income                         (2,510)     (2,094)     (3,612)

                                          $19,368     $21,360     $19,337



Net interest expense in 1995 was $19.4 million, a decrease of 9.3% from 1994
net interest expense of $21.4 million.  This decrease is primarily the
result of a decrease in average debt levels coupled with a rise in
construction activity which is reflected as an increase in capitalized
interest.

<PAGE>
Net interest expense in 1994 was $21.4 million, an increase of 10.5% from
1993 net interest expense of $19.3 million, reflecting a decrease in
interest income coupled with an increase in capital lease interest.  The
decrease in interest income in 1994 is the result of a lower level of
invested funds in 1994 as compared to 1993.  The Company utilized the
majority of its invested funds when it acquired Wilson's Supermarkets in
July 1994.  The increased capital lease interest resulted from the Company
entering into several long-term leases for new supermarkets.

Income Taxes

The provision for income taxes includes both federal and state income taxes. 
The effective tax rate decreased in 1995 to 39.7% from 40.3% in 1994.  This
lower effective tax rate is the result of a reduction in the Company's
overall state income tax rate.  The effective tax rate decreased in 1994 to
40.3% from 40.8% in 1993.  The higher effective tax rate in 1993 was due
primarily to a temporary reduction in 1993 of certain state income tax
credits.  Assuming there are no federal or state income tax rate changes,
the Company expects the effective tax rate for 1996 and thereafter to be in
the 39% to 40% range.

During the first quarter of 1993, the Company adopted SFAS NO. 109 -
ACCOUNTING FOR INCOME TAXES.  The cumulative effect of this adjustment,
which increased net earnings by $2.1 million, is reflected in 1993 results.

Net Earnings and Earnings Per Common Share

Net earnings increased 12.7% in 1995 to $70.2 million or 2.7% of sales and
other revenues, an increase of $7.9 million from 1994 net earnings of $62.3
million or 2.7% of sales and other revenues.  This increase is the result of
increased sales and reduced selling, general and administrative expenses
expressed as a percentage of sales, offset by a reduction in gross margin
percentage.

Net earnings rose 9.8% in 1994 to $62.3 million, an increase of $5.6 million
over 1993 net earnings of $56.7 million.  Excluding the change in accounting
for income taxes, 1994 net earnings increased 14.1% over those reported for
1993.

Net earnings per common share in 1995 were $1.67 as compared to $1.50 in
1994, an increase of 11.3%.

Net earnings per common share in 1994 were $1.50 as compared to $1.38 in
1993, an increase of 8.7%.  Excluding the change in accounting for income
taxes, net earnings per common share in 1994 increased 12.8% over 1993
results.

<PAGE>
Other Items and Impact of Inflation

Seasonal business affects the Company's operations in that sales are
generally greater in the second half of the year (Note 9).

In recent years, the impact of inflation on the Company's operating results
has been minimal, reflecting generally lower rates of inflation in the
economy.  The Company's business is characterized by large purchases and
high sales volumes extended across diverse product lines, rapid inventory
turns and low profit margins.  In this environment, vendor price changes are
typically passed on immediately to the customer.  The Company does not
believe inflation or deflation has significantly affected its competitive
position in the industry.  However, since price changes do cause sales
dollars to fluctuate, the use of the LIFO method of accounting for
inventories reduces the impact of price changes on earnings by matching
current costs with current revenues.

CAPITAL RESOURCES AND LIQUIDITY

Overview

Measures of liquidity for each of the last three fiscal years are as
follows:
                                            (Dollars in millions)
                                 December 30,   December 31,    January 1, 
                                     1995           1994           1993    

Cash and cash items                  $ 7.0          $41.0          $ 77.5 
Short-term investments                 --             --           $ 19.9
Working capital (FIFO inventory)     $39.1          $57.1          $133.6 
Unused lines of revolving credit     $63.6          $50.0          $ 50.0 
Unused lines of short-term credit    $43.9          $21.6          $ 22.0
Current ratio (FIFO inventory)        1.23           1.36            1.98

Management believes that the Company is maintaining a strong capital
structure despite the decrease in overall liquidity measurements.  These
reductions are primarily the result of the Company's acquisition and store
construction activities.  Lines of credit represent a continuing source of
capital and are available for purposes of short-term financing.  At December
30, 1995, the Company had $11.4 million outstanding on its revolving lines
of credit.  In December 1995, the Company completed a $75 million debt
offering of senior uncollateralized notes.  In February 1996, the Company
received $36 million of proceeds from this offering and will receive the
remaining proceeds of $39 million in May 1996.  The notes call for varied
repayment terms for each of four tranches ranging from 7 to 20 years with a
weighted average interest rate of 6.6%.  The additional senior
uncollateralized debt financing will maintain a capital structure that
management believes is a conservative position within the industry.  The
Company is in a solid financial position to carry out its current expansion
and growth plans in 1996.

<PAGE>
Cash and cash items decreased $34.0 million to $7.0 million on December 30,
1995 from $41.0 million on December 31, 1994.  This decrease is primarily
the result of cash used in investing and financing activities offset by cash
provided by operating activities.

In February 1993, the Company authorized a stock repurchase program with a
life of three years which expired at the end of 1995.  During the three year
period, the Company did not buy any shares under the program.  In February
1996, the Company renewed the repurchase program authorizing the purchase of
up to $75 million in shares of Hannaford common stock over the next three
years.  The program authorizes purchases on the open market and through
privately negotiated transactions.  Any shares repurchased by the Company
will be held as treasury shares and be available to the Company for use in
funding its stock based benefit plans, and when authorized, for other
corporate purposes.  In 1996, it is management's intention to fund its stock
based benefit plans using repurchased shares.  Previously, the Company used
new shares to fund certain benefit plans.

Cash Flows from Operating Activities

Cash provided by operating activities was $138.2 million, a decrease of $5.7
million from the $143.9 million provided in 1994.  This decrease is
primarily attributable to an increased investment in certain working capital
items offset by improved results of operations, higher depreciation and
amortization, and an increase in accounts payable and accrued expenses. 
These changes reflect the Company's growth during 1995.  Inventories
increased $25.5 million when comparing December 30, 1995 with December 31,
1994.  The acquisition of six supermarkets accounts for $3.7 million of the
increase.  The remaining increase of $21.8 million is attributable to
additional retail inventory in new stores coupled with higher warehouse
levels needed to meet the retail expansion.  Accounts payable and accrued
expenses increased $27.8 million over the same period.  This increase is
primarily attributable to the overall expansion of the Company's retail
operations coupled with buying patterns and their associated payment terms.

Cash provided by operating activities was $143.9 million in 1994, an
increase of $52.4 million over the $91.5 million provided in 1993.  This
increase is primarily attributable to improved results of operations and
higher depreciation and amortization coupled with a decreased investment in
working capital.

Cash Flows from Investing Activities

Cash used in investing activities decreased $12.0 million during 1995 to
$157.7 million from $169.7 million in 1994.  This decrease is primarily the
result of the Company's 1994 acquisition of Wilson's Supermarkets.  Total
capital investments totalled $162.3 million in 1995 and were composed of
$133.6 million in additions to property, plant and equipment, $26.7 million
in goodwill, deferred charges and computer software costs, and $2.0 million
in non-cash capital lease additions.  These 1995 capital investments were
primarily composed of costs incurred in building and equipping new and
expanded supermarkets and in acquiring six supermarkets.

<PAGE>
Net retail selling space for food stores increased 17.5% in 1995 to
4,166,000 square feet at year-end, an increase of 619,000 square feet over
1994 year-end sales area.  The Company acquired 6 supermarkets or 190,000
square feet of retail selling space from Farm Fresh, Inc. in September,
1995.  In addition, the Company opened 13 new supermarkets while closing 3
smaller, outdated facilities.  A number of 1995 supermarket construction
starts will not be completed until 1996.  The number of supermarkets and
square footage of selling area at year-ends 1995, 1994 and 1993 are
summarized below:

                                 FOOD STORES       
                         Number of         Square Footage
                           Units            Selling Area 

           1995            134                4,166,000
           1994            118                3,547,000
           1993             93                2,771,000

Newly constructed supermarkets in 1995, together with their square footage
of selling area, are listed below:

                                              Square Footage
              Location                         Selling Area 

Northeast
          Brunswick, ME                           32,000
          Skowhegan, ME                           33,000
          West Peabody, MA                        33,000
          Glenville, NY                           38,000
          South Troy, NY                          33,000
          Nashua, NH                              48,000

Southeast
          Fayetteville, NC                        36,000
          High Point, NC                          34,000
          Charlotte, NC                           49,000
          Raleigh, NC (Strickland Rd.)            34,000
          Virginia Beach, VA                      34,000
          Richmond, VA                            47,000
          Raleigh, NC (Capital Blvd.)             47,000


<PAGE>
Cash used in investing activities increased $82.7 million during 1994 to
$169.7 million from $86.9 million in 1993.  This increase is primarily the
result of acquiring Wilson's Supermarkets.  The acquisition, net of the
reduction in short-term investments used to finance it, accounted for $75.5
million of the increase.

Cash Flows from Financing Activities

Cash used in financing activities was $14.5 million in 1995, an increase of
$3.7 million over the $10.8 million reported in 1994.  This increase is the
result of a reduction in proceeds from long-term debt partially offset by a
reduction in payments on long-term debt.  During 1995, the Company received
$11.4 million in proceeds from borrowings on its revolving lines of credit. 
In 1994, the Company received $25.0 million in senior uncollateralized debt
financings.  In 1995, the Company made payments of $18.4 million on its
long-term debt as compared to $26.6 million in 1994.  During both years the
Company made debt payments in early extinguishments and prepayments on
certain debt in addition to regular debt payments (Note 2).  The Company
paid $17.7 million in dividends to common shareholders in 1995.  These
amounts were offset by proceeds of $11.7 million received during 1995 from
the issuance of approximately 519,000 shares of common stock.  These shares
were issued under certain employee stock plans (Note 7) and per agreement
with the Sobey Parties (Note 5).

Quarterly cash dividends declared during 1995 totalled $.42 per common
share, an increase of 10.5% over the $.38 per share declared during 1994. 
This was the thirty-third consecutive year that the aggregate dividend paid
per common share, after adjustment for stock splits and stock dividends, has
increased.  Common stock dividend payments in 1995 represented 25.2% of net
earnings available to common shareholders.  In February 1996, the Company
declared an increased quarterly dividend on its common stock of $.12 per
share, payable March 21, 1996.  The new quarterly dividend of $.12 per share
represents an increase of 14.3% over the $.105 per share paid in March 1995.

Cash used in financing activities was $10.8 million in 1994 as compared to
$21.8 million in 1993.  This decrease is primarily the result of proceeds of
$25.5 million from the issuance of long-term debt in 1994 offset by an
increase of $11.9 million in payments on long-term debt.

<PAGE>
1996 Capital Program

Total capital expenditure commitments are projected to be in excess of $200
million in 1996, primarily for new, relocated and expanded store
construction, a Southeast distribution facility, equipment, vehicles and
other asset expenditures.  During 1996, this program will be subject to
continuing change and review as conditions warrant.  Net square footage of
retail selling space is expected to increase by approximately 14% during
1996.  In addition, a number of projects scheduled to start in 1996 will not
be completed until 1997.  The 1996 capital program is expected to be
financed by internally generated funds, long-term debt and leases.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Presented below are the Registrant's Consolidated Balance Sheets,
Consolidated Statements of Earnings, Consolidated Statements of Changes in
Shareholders' Equity, Consolidated Statements of Cash Flows and accompanying
Notes to Consolidated Financial Statements.

<PAGE>



                      REPORT OF INDEPENDENT ACCOUNTANTS


Board of Directors and Shareholders of
Hannaford Bros. Co.:

We have audited the consolidated financial statements of Hannaford Bros. Co.
and subsidiaries listed in Item 14(a) of this Form 10-K.  These financial
statements and financial statement schedules are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Hannaford
Bros. Co. and subsidiaries as of December 30, 1995 and December 31, 1994,
and the consolidated results of their operations and their cash flows for
each of the three years in the period ended December 30, 1995, in conformity
with generally accepted accounting principles.

In 1993, the Company changed its method of accounting for income taxes and
recorded the cumulative effect of the change in the Consolidated Statement
of Earnings.



s/Coopers & Lybrand


Portland, Maine
January 17, 1996

<PAGE>
                     HANNAFORD BROS. CO. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS


                                    ASSETS

                                                      (In thousands)
                                              December 30,      December 31,
                                                  1995              1994    

Current assets:
    Cash and cash items                          $  7,017          $ 40,955
    Accounts receivable, net                       15,556            14,240
    Inventories (note 1C)                         157,968           132,423
    Prepaid expenses                                7,217             6,210
    Deferred income taxes (note 8)                  6,584             7,519
       Total current assets                       194,342           201,347

Property, plant and equipment, net (notes 1D
       and 2)                                     577,126           503,941

Leased property under capital leases, net          56,691            58,821
       (note 3)

Other assets:
    Goodwill, net (note 1F)                        93,348            78,075
    Deferred charges, net (note 1G)                27,484            23,473
    Computer software costs, net (note 1H)         10,063             8,382
    Miscellaneous assets                            2,776             3,566
       Total other assets                         133,671           113,496

                                                 $961,830          $877,605





See accompanying notes to consolidated financial statements.


<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                         CONSOLIDATED BALANCE SHEETS


                    LIABILITIES AND SHAREHOLDERS' EQUITY

                                         (In thousands except share amounts)
                                               December 30,   December 31,
                                                   1995           1994    

Current liabilities:
   Current maturities of long-term debt (note 2)   $ 11,246       $ 14,409
   Obligations under capital leases (note 3)          1,467          1,382
   Accounts payable                                 113,846         89,927
   Accrued payroll                                   20,652         19,017
   Other accrued expenses                            23,619         29,738
   Income taxes                                           -          4,167
      Total current liabilities                     170,830        158,640

Deferred income tax liabilities (note 8)             23,229         21,886

Other liabilities                                    28,699         19,365

Long-term debt (note 2)                             150,648        153,687

Obligations under capital leases (note 3)            69,747         69,552

Shareholders' equity (notes 5 and 7):

   Class A Serial Preferred stock, no par,
     authorized 2,000,000 shares                          -              -
   Class B Serial Preferred stock, par value
     $.01 per share, authorized 28,000,000 shares         -              -
   Common stock, par value $.75 per share:
     Authorized 110,000,000 shares;
     issued and outstanding 42,298,230
     shares at December 30, 1995, and
     41,779,342 shares at December 31, 1994          31,724         31,335
   Additional paid-in capital                       121,974        110,669
   Preferred stock purchase rights                      423            418
   Retained earnings                                364,556        312,053
      Total shareholders' equity                    518,677        454,475

                                                   $961,830       $877,605


See accompanying notes to consolidated financial statements.

<PAGE>
                     HANNAFORD BROS. CO. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF EARNINGS


                                     (In thousands except per share amounts)
                                                     FISCAL YEAR           
                                           1995         1994        1993   

Sales and other revenues                $2,568,061   $2,291,755  $2,054,889
Cost of sales                            1,951,248    1,728,499   1,543,932

Gross margin                               616,813      563,256     510,957
Selling, general and administrative
  expenses                                 481,017      437,548     399,437

Operating profit                           135,796      125,708     111,520

Interest expense, net (notes 1I and 2)      19,368       21,360      19,337

Earnings before income taxes               116,428      104,348      92,183

Income taxes (note 8)                       46,227       42,060      37,578

Earnings before cumulative effect of
  change in accounting principle            70,201       62,288      54,605

Cumulative effect to January 3, 1993
  of change in income tax accounting            --           --       2,100

   Net earnings                         $   70,201   $   62,288  $   56,705

Per share of common stock:

   Earnings before cumulative effect of
     change in accounting principle     $     1.67   $     1.50  $     1.33

   Cumulative effect to January 3, 1993
     of change in income tax accounting         --           --         .05

   Net earnings                         $     1.67   $     1.50  $     1.38

   Cash dividends                       $      .42   $      .38  $      .34

Weighted average number of common shares
   outstanding                              42,092       41,544      41,049


See accompanying notes to consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>
                              HANNAFORD BROS. CO. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                                             (In thousands)
                                                                               Additional
                                                          Common Stock         Paid-in    Preferred Stock   Retained
                                                      Shares      Amount       Capital    Purchase Rights   Earnings
<S>                                                   <C>         <C>          <C>            <C>           <C>     
Balance, January 2, 1993                              40,776      $30,582      $91,673        $408          $223,133

       Net earnings                                                                                           56,705
       Cash dividends:
         Redeemable preferred stock                                                                             (220)
         Common stock                                                                                        (13,967)
       Preferred stock purchase rights                                                           4                (4)
       Shares issued to certain shareholders
         per agreement                                  127            95        2,660
       Shares issued under employee
         benefit plans                                  268           201        4,548
       Shares issued through redemption
         of preferred stock                              40            30          867

Balance, January 1, 1994                             41,211        30,908       99,748         412           265,647

       Net earnings                                                                                           62,288
       Cash dividends:
         Redeemable preferred stock                                                                              (74)
         Common stock                                                                                        (15,802)
       Preferred stock purchase rights                                                           6                (6)
       Shares issued to certain shareholders
         per agreement                                 143           108         3,152
       Shares issued under employee
         benefit plans                                 332           249         5,839
       Shares issued in the acquisition of
         Wilson's Supermarkets                          93            70         1,930

Balance, December 31, 1994                          41,779        31,335       110,669         418           312,053

       Net earnings                                                                                           70,201
       Cash dividends:
         Common stock                                                                                        (17,693)
       Preferred stock purchase rights                                                           5                (5)
       Shares issued to certain shareholders
         per agreement                                 132            99         3,376
       Shares issued under employee
         benefit plans                                 387           290         7,929

Balance, December 30, 1995                          42,298       $31,724      $121,974        $423          $364,556

See accompanying notes to consolidated financial statements.

</TABLE>
<PAGE>
                     HANNAFORD BROS. CO. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                    (In thousands)
                                               1995      1994      1993  
Cash flows from operating activities:
    Net income                               $ 70,201  $ 62,288  $ 56,705
    Adjustments to reconcile net
     income to net cash provided
     by operating activities:
       Depreciation and amortization           69,016    62,756    56,353
       Cumulative effect of accounting
         change                                     -         -    (2,100)
       Decrease (increase) in inventories     (25,545)    6,372    (5,060)
       Decrease (increase) in receivables and
        prepayments                            (1,196)    6,903    (4,232)
       Increase (decrease) in accounts payable
        and accrued expenses                   27,821     4,988    (6,038)
       Increase (decrease) in income
        taxes payable                          (5,409)    2,274    (4,652)
       Increase (decrease) in deferred
        taxes                                   2,279    (1,466)    1,619 
       Other operating activities               1,059      (178)   (1,097)
          Net cash provided by
           operating activities               138,226   143,937    91,498

Cash flows from investing activities:
    Acquisition of Wilson's Supermarkets,
     net of cash acquired                           -  (110,201)        -
    Acquisition of property, plant
     and equipment                           (133,587)  (83,969)  (70,891)
    Sale of property, plant and
     equipment, net                             2,607     9,641     6,498
    Increase in goodwill and deferred
     charges                                  (22,599)   (2,308)   (4,569)
    Increase in computer software costs        (4,130)   (2,676)   (3,133)
    Decrease (increase) in short-term
     investments                                    -    19,855   (14,852)
          Net cash used in investing
           activities                        (157,709) (169,658)  (86,947)

Cash flows from financing activities:
    Principal payments under capital
     lease obligations                         (1,404)   (1,359)   (1,362)
    Proceeds from issuance of long-
     term debt                                 11,400    25,500         -
    Payments of long-term debt                (18,452)  (26,550)  (14,697)
    Issuance of common stock                   11,694     9,348     8,402
    Dividends paid                            (17,693)  (15,876)  (14,187)
    Redemption of preferred stock                   -    (1,883)        -
          Net cash used in
           financing activities               (14,455)  (10,820)  (21,844)

Net decrease in cash and
    cash items                                (33,938)  (36,541)  (17,293)
Cash and cash items at beginning of year       40,955    77,496    94,789
Cash and cash items at end of year           $  7,017  $ 40,955  $ 77,496

See accompanying notes to consolidated financial statements.
<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CASH FLOWS



Supplemental disclosure of cash flow information

    Acquisition of Wilson's Supermarkets, net of cash acquired:

                                                      (In thousands)
       Working capital, other than cash                  $  9,894
       Property, plant and equipment                       36,919
       Goodwill                                            72,233
       Other liabilities                                   (2,345)
       Note payable                                        (4,500)
       Issuance of common stock                            (2,000)
       Net cash used to acquire Wilson's Supermarkets    $110,201


    Cash paid during the year for:
                                                      (In thousands)

                                                1995       1994       1993

       Interest (net of amount capitalized,
         $2,529 in 1995, $1,669 in 1994 and
         $1,530 in 1993                       $21,986    $24,205    $23,468

       Income taxes                            49,254     41,286     40,529

Supplemental disclosure of noncash investing and financing activities

    Capital lease obligations totalling $1,997,000, $12,480,000 and $5,404,000
    were incurred during 1995, 1994 and 1993, respectively, when the Company
    entered into real estate leases.  Non-cash debt obligations totalling
    $5,250,000 were incurred during 1994 primarily in the Company's
    acquisition of Wilson's Supermarkets.  In addition, the Company issued
    $2,000,000 in common stock in the acquisition of Wilson's Supermarkets.

Disclosure of accounting policy

    For the purposes of the Consolidated Statements of Cash Flows, the Company
    considers all highly liquid debt instruments with maturities of three
    months or less when purchased, to be cash items.


<PAGE>
                     HANNAFORD BROS. CO. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.  NATURE OF BUSINESS

The Company and its subsidiaries are principally involved in the
distribution and retail sale of food, prescription drugs and related
products through supermarkets and combination stores.  The Company's stores
are located in Maine, New Hampshire, Vermont, Massachusetts, upstate New
York, Virginia, North Carolina and South Carolina.

B.  PRINCIPLES OF CONSOLIDATION

The Company's fiscal year ends on the Saturday closest to December 31.  The
consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries as of December 30, 1995, for fiscal year 1995,
December 31, 1994, for fiscal year 1994 and January 1, 1994, for fiscal year
1993.  All significant intercompany accounts and transactions have been
eliminated in consolidation.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues
and expenses during the reporting periods.  Actual results could differ from
those estimates.

C.  INVENTORIES

Inventories consist primarily of groceries, meat, produce, general
merchandise and pharmaceuticals.  Grocery, pharmaceutical and general
merchandise inventories are valued at the lower of cost, determined on the
last-in, first-out (LIFO) method, or market.  Approximately 86% of
inventories were valued using the LIFO method in 1995 and in 1994.  Other
inventories are stated at the lower of cost (first-in, first-out) or market. 
The current cost of groceries, general merchandise and pharmaceuticals
exceeded the LIFO valuation by $15,608,000 at December 30, 1995 and
$14,343,000 at December 31, 1994.


<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (continued)

D.  PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is recorded at cost and depreciated using the
straight-line method over the estimated useful lives of the assets. 
Leasehold interests and improvements are amortized on the straight-line
method over the shorter of estimated useful life or lease term.  The costs
of repairs and maintenance are expensed as incurred; renewals and
betterments are capitalized.  Upon sale or retirement, the cost and related
accumulated depreciation are eliminated from the respective accounts and any
resulting gain or loss is included in the results of operations.  Property,
plant and equipment consists of the following:


  AVERAGE
DEPRECIATION                                             (In thousands)
   RATE                                              1995           1994  
    2%       Land and improvements                 $ 90,430       $ 81,667
    3%       Buildings                              228,858        203,645
   12%       Furniture, fixtures and equipment      333,492        294,792
    4%       Leasehold interests and improvements   188,730        169,178
             Construction in progress                16,179          6,193
                                                    857,689        755,475
             Less accumulated depreciation
             and amortization                       280,563        251,534
                                                   $577,126       $503,941

E.  STORE OPENING AND CLOSING COSTS

The noncapital expenditures incurred in opening new stores or remodelling
existing stores are expensed in the year in which they are incurred.  When
the decision is made to close a store, the remaining investment in fixtures
and leasehold improvements is expensed over its remaining productive life. 
The present value of any remaining liability under the lease, net of
expected sublease recovery, is also expensed on the same basis.

F.  GOODWILL

Goodwill, which represents the excess of costs of companies acquired over
the fair value of their net assets at dates of acquisition, is being
amortized on the straight-line method over various periods not exceeding 20
years.  The Company evaluates, on an ongoing basis, the carrying value of
goodwill and would make a specific provision when impairment is identified. 
The Company has not recognized any provision for impairment of goodwill. 
Impairment would include the inability to generate operating income
sufficient to cover the amortization of goodwill, and in management's 

<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (continued)

judgment, the business would not recover from this position.  Impairment
would also be identified in the event of an unexpected loss on the sale of a
business.  Goodwill amortization expense charged to operations was
$4,448,000 in 1995, $2,533,000 in 1994 and $843,000 in 1993.

G.  DEFERRED CHARGES

Deferred charges consist primarily of costs of obtaining new store sites,
covenants-not-to-compete, tradenames and initial direct lease costs.  Costs
of obtaining new store sites, if ultimately developed, are capitalized and
depreciated over the estimated useful lives of the related assets.  Other
intangible assets acquired in connection with acquisitions are being
amortized on the straight-line method over periods ranging from five to ten
years.  Lease costs are being amortized on the straight-line method over the
base lease terms.

Amortization expense related to these deferred charges was $5,609,000 in
1995, $5,483,000 in 1994 and $4,944,000 in 1993.

H.  CAPITALIZED COMPUTER SOFTWARE COSTS

Capitalized computer software costs consist of costs to purchase and develop
software.  The Company capitalizes internally developed software costs based
on a project-by-project analysis of each project's significance to the
Company and its estimated useful life.  All capitalized software costs are
amortized on a straight-line method over a period of five years. 
Amortization expense charged to operations was $2,448,000 in 1995,
$3,085,000 in 1994 and $3,116,000 in 1993.

I.  CAPITALIZED INTEREST

The Company capitalizes interest as a part of the cost of acquiring and
constructing certain assets.  Capitalized interest was $2,529,000 in 1995,
$1,669,000 in 1994 and $1,530,000 in 1993.

J.  EARNINGS PER COMMON SHARE

Earnings per share of common stock have been determined by dividing net
earnings available to common shareholders by the weighted average number of
shares of common stock outstanding.  The assumed exercise of existing
employee stock options has been excluded since it does not result in any
material dilution.  Net earnings available to common shareholders is equal
to net earnings reduced by dividends paid of $74,000 in 1994 and $220,000 in
1993 on redeemable preferred stock of a subsidiary.  All of the remaining
outstanding shares of preferred stock were redeemed in 1994, so there were
no preferred dividends paid in 1995.

<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (continued)

K.  FAIR VALUE DISCLOSURES ABOUT FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:

    Cash and cash items and notes receivable:  The carrying amounts reported
      in the balance sheet for these items approximate their fair value.

    Long-term debt:  The fair values of the Company's long-term debt are
      estimated using discounted cash flow analyses, based on the Company's
      current incremental borrowing rates for similar types of borrowing
      arrangements.  The carrying amount of the Company's long-term debt,
      including current maturities was approximately $161,900,000 at
      December 30, 1995.  The fair value of the long-term debt is estimated
      to be $178,100,000 at December 30, 1995.

<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (continued)

2.  EXTERNAL FINANCING

At December 30, 1995, the Company had revolving credit lines with several
banks totalling $75 million with interest rates determined by different
borrowing options including prime, quoted money market or LIBOR plus a
premium.  At December 30, 1995, there were $11.4 million of outstanding
borrowings under these credit lines.  The agreements provide for conversion
of revolving credit loans to term loans with principal payments due in
quarterly installments over a period of four years.  The loan agreements
contain certain restrictive covenants, which among other provisions, require
maintenance of certain levels of working capital, debt and tangible net
worth.

The lines require a commitment fee of .21% on the unused portion of the
line.  There are no compensating balances required during the commitment
period.

In addition, the Company had unused, uncommitted short-term lines of credit
with four banks totalling $48 million at December 30, 1995.  Of this amount,

approximately $4.1 million is reserved to support outstanding standby
letters of credit which guarantee payment of certain insurance claims and
premiums.

During 1995, the Company extinguished certain debt, collateralized by real
estate and held by an insurance company, totalling $2,776,000.  This loan
had a term of 15 years and an interest rate of 9.00%.  Also, during 1995,
the Company made prepayments on certain debt, collateralized by real estate
and equipment, totalling $1,379,000.  These loans had terms ranging from 7
to 20 years and interest rates between 9.5% and 10.2%.

In February 1996, the Company received approximately one-half of the
proceeds of a $75,000,000 senior uncollateralized debt financing, with the
balance to be received in May 1996.  The terms of these notes range from 7
to 20 years, with a weighted average life of 9 years.  Interest rates on the
notes vary from 6.2% to 7.1% with a weighted average rate of 6.6%.  The
amounts of annual principal payments vary over the terms of the loans.

At December 30, 1995, real estate and equipment with a net book value of
approximately $98,951,000 served as collateral for debt of approximately
$90,544,000.

Net interest expense was as follows:
                                              (In thousands)

                                       1995       1994       1993 

Interest on debt                     $15,302    $16,508    $17,249
Capital lease interest                 9,105      8,615      7,230
Capitalized interest                  (2,529)    (1,669)    (1,530)

                                      21,878     23,454     22,949
Less interest income                  (2,510)    (2,094)    (3,612)

Interest expense, net                $19,368    $21,360    $19,337

<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (continued)

Long-term debt consists of the following:

                                                         (In thousands)
                                                        1995         1994   


   Collateralized by real estate, due in
   varying installments through 2011 with
   interest from 7.55% to 10.35%                      $ 80,294      $ 86,777

   Uncollateralized senior notes due in varying annual
   installments through 2006 with interest from
   8.42% to 8.97%.                                      51,750        59,000

   Collateralized by equipment, due in varying
   installments through 1999 with interest
   from 6.3% to 10%                                     10,250        13,006

   Uncollateralized revolving credit loans with
   interest at 6.2%.                                    11,400             -

   Other                                                 8,200         9,313

                                                       161,894       168,096

   Less current portion                                 11,246        14,409
                                                      $150,648      $153,687

The uncollateralized senior note agreements contain certain restrictive
covenants, which among other provisions, require maintenance of certain
levels of debt and tangible net worth.

Maturities of long-term debt at December 30, 1995, are as follows:

                                                    (In thousands)
                              1996                      $ 11,246
                              1997                        15,241
                              1998                        16,989
                              1999                        19,674
                              2000                        17,563
                              2001 and thereafter         81,181
                                                        $161,894

<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (continued)

3.  LEASED ASSETS AND LEASE COMMITMENTS

The Company's financial structure includes leases of certain stores, office
facilities, transportation vehicles and equipment.  Initial lease terms
range from 5 to 45 years with the majority of lease terms between 20 and 25
years.  Substantially all leases contain renewal options.  Certain leases
contain a provision for the payment of contingent rentals based on a
percentage of sales in excess of stipulated amounts.  Most of the real
estate leases provide that the Company pay taxes, insurance and maintenance
applicable to the leased premises.

The Company's investment in real property under capital leases was as
follows:
                                                  (In thousands)
                                               1995            1994

Real property                                $76,457         $76,552
Less accumulated amortization                 19,766          17,731
Net real property under capital leases       $56,691         $58,821


Amortization of property under capital leases was $3,866,000 in 1995,
$3,526,000 in 1994 and $3,132,000 in 1993.

Future minimum rental payments under capital lease obligations and operating
leases at December 30, 1995, are as follows:

                                                  (In thousands)
                                               Capital      Operating
                                                Leases        Leases 

                      1996                    $ 10,580       $ 16,951
                      1997                      10,679         15,272
                      1998                      10,662         13,835
                      1999                      10,858         13,377
                      2000                      10,974         12,731
                      2001 and thereafter      120,934        138,032

               Total minimum lease payments    174,687        210,198

               Less:
                 Imputed interest (at rates
                   from 6.50% to 21.13%)       103,470
                 Estimated executory costs           3
               Present value of net mini-
                 mum lease payments             71,214
               Less current obligations          1,467
               Long-term obligations          $ 69,747

<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (continued)


Minimum payments for leases have not been reduced by minimum sublease
rentals of $1,917,000 due in the future under noncancellable subleases. 
They also do not include contingent rentals that may be payable under
certain leases.

Total rent expense, net of executory costs, was as follows:

                                               (In thousands)

                                    1995           1994           1993   

Capital leases:
   Contingent rentals             $   166        $   379        $   650

Operating leases:
   Minimum rentals                 13,847         11,578         12,409
   Contingent rentals                 517            291            435
   Rentals from subleases            (222)          (344)          (344)
                                   14,142         11,525         12,500
                                  $14,308        $11,904        $13,150



<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (continued)

4.  ACQUISITION OF WILSON'S SUPERMARKETS

In July 1994, the Company acquired Boney Wilson & Sons, Inc. which operates
20 supermarkets in southeastern North Carolina and northeastern South
Carolina.  The acquisition has been accounted for as a purchase, and
accordingly the assets acquired and liabilities assumed have been recorded
at their estimated fair values on the date of acquisition.  The total cost
of the acquisition, including assumed liabilities was $126,739,000, which
exceeded the fair value of the acquired net assets by $72,233,000.  The
excess has been recorded as goodwill and amortized utilizing the straight
line method over 20 years.  Included within the assets acquired was
$3,947,000 of cash and $4,570,000 of cash advances to certain wholesalers.

Proforma unaudited results of operations of the Company, assuming the
acquisition had occurred on January 1, 1994, and January 2, 1993, are as
follows:

                                                        Unaudited    
(In thousands except per share data)              1994             1993      
 

Net sales                                       $2,385,837      $2,242,741
Earnings before cumulative effect
  of change in accounting principle             $   63,124      $   56,907
Net earnings                                    $   63,124      $   59,007

Per share of common stock:
  Earnings before cumulative effect
  of change in accounting principle             $     1.52      $     1.38
Cumulative effect of change in
  accounting principle                                  --             .05
Net earnings                                    $     1.52      $     1.43

The foregoing proforma data is not necessarily indicative of what would have
occurred had the acquisition been consummated at the beginning of each year,
nor of future operations of the combined companies.

<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (continued)

5.  CAPITAL STOCK

In February 1988, an existing "standstill" agreement with certain
shareholders ("the Sobey Parties") was amended and extended to December 31,
1992.  This agreement contains a provision for five one-year extensions
provided that neither party notifies the other at least five months in
advance of a scheduled termination date of its desire to terminate the
agreement.  Since neither party gave such written notice, the term of the
agreement has been automatically extended to December 31, 1996.  Pursuant to
the terms of the agreement, the Sobey Parties have agreed, among other
things, not to increase their percentage ownership of the Company's voting
stock above 25.6%, except in certain circumstances specified by the
agreement.  Under the agreement, whenever the Company issues shares of
voting stock to third parties, the Sobey Parties generally have the right to
purchase sufficient shares from the Company to maintain a 25.6% level of
ownership.  Since 1993 the Company has issued to the Sobey Parties the
following shares of common stock pursuant to their purchase rights under the
agreement:  1995, 132,000 shares; 1994, 143,000 shares; and 1993, 127,000
shares.  All sales to the Sobey Parties  pursuant to the standstill
agreement have been made at market prices.



<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (continued)

6.  EMPLOYEE BENEFIT PLANS

The Company has a non-contributory, defined benefit pension plan covering
approximately 50% of its employees.  The plan provides for payment of
retirement benefits on the basis of employees' length of service and
earnings.  The Company's policy is to fund the plan based upon legal
requirements and tax regulations.  Plan assets consist of common stocks,
cash and cash equivalents and fixed income investments.  At September 30,
1995 and 1994, the plan's measurement dates, the discount rates used in
determining the actuarial present values of the projected benefit
obligations were 7.75% and 8%, respectively; the long term rate of increase
in compensation levels was 4.5% in both years.  The expected long term rate
of return on plan assets used in determining net pension expense was 9% for
1995 and 1994 and 8.5% for 1993.

The components of net pension expense were as follows:

                                                    (In thousands)

                                           1995         1994         1993

Service cost                             $ 4,248      $ 4,547      $ 3,197
Interest expense                           4,916        4,882        3,993
Actual return on plan assets              (8,566)        (682)      (5,229)
Net amortization and deferral              3,769       (3,670)       1,454

Net pension expense                      $ 4,367      $ 5,077      $ 3,415


<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (continued)


The following summarizes the funded status of the plan at December 30, 1995
and December 31, 1994:

                                                    (In thousands)
                                                 1995            1994

Actuarial present value of
   benefit obligations:
      Vested benefit obligation                $48,144         $43,340
      Accumulated benefit obligation           $49,378         $44,756

Projected benefit obligation                   $67,880         $62,041
Plan assets at fair value                       62,766          56,894

Plan assets less than
   projected benefit obligation                  5,114           5,147

Unrecognized net asset
   at transition                                   396             440

Unrecognized net loss                             (841)         (5,254)

Unrecognized prior service cost                 (2,129)         (2,160)

Accrued (prepaid) pension cost                 $ 2,540         $(1,827)



<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (continued)


The Company also provides certain health care and life insurance benefits
for retired employees.  The discount rates used to determine the accumulated
benefit obligation at September 30, 1995 and 1994, the plan's measurement
date, were 7.75% and 8%, respectively.  A 7% annual rate of increase in the
per capita costs of covered health care was assumed for 1996, gradually
decreasing to 5% by the year 2003.  A 1% increase in the assumed rate of
increase would not have a material effect on the benefit obligation or
expense.  The Company does not separately fund this plan.

The components of postretirement benefit expense were as follows:

                                                   (In Thousands)

                                         1995           1994           1993
   Service cost                        $    65        $    82        $   117
   Interest expense                        530            686            901
   Net amortizations                       231            497            553

        Net periodic postretirement
           benefit expense             $   826        $ 1,265        $ 1,571


The following summarizes the funded status of the plan at December 30, 1995
and December 31, 1994:

                                                        (In thousands)
                                                     1995           1994
Accumulated benefit obligation:

   Retirees                                       $   4,432       $   7,403
   Actives - eligible to retire                         582             461
   Actives - not eligible to retire                     964           1,230

        Total obligation                              5,978           9,094

Unrecognized transition obligation                   (9,400)         (9,952)
Unrecognized net gain                                 4,849           1,918
   Accrued postretirement benefit liability       $   1,427       $   1,060

The Company also provides a defined contribution 401(k) plan to
substantially all employees.  Amounts charged to expense for this plan were
$2,744,000 in 1995, $2,277,000 in 1994 and $2,063,000 in 1992.  The Company
also administers a supplemental executive retirement plan for which the cost
was not significant.

<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (continued)

7. EMPLOYEE STOCK PLANS

The 1985 Incentive Stock Option Plan and the 1988 Stock Plan provide for the 
granting to officers and other key employees options to purchase common
stock at 100% of the market price on the date of grant.  The 1988 Stock Plan
allows the granting of both incentive stock options and non-qualified stock
options.  Under the Incentive Stock Option Plans, options for 50% of any
grant are exercisable after one year and the remainder after two years. 
Non-qualified options may have various vesting schedules, but generally none
are exercisable until one year following the grant.  All options may be
exercised for cash or by exchanging currently owned shares, or both.  Under
the 1988 Plan, exchanged shares may be regranted as non-qualified options. 
Original option grants expire from seven to ten years from the date of
grant.  Non-qualified stock option activity was not material.  Incentive
stock option activity for the fiscal years ended December 30, 1995 and
December 31, 1994, was as follows:


                                  1995                      1994

                          Shares     Option Price     Shares    Option Price
Outstanding at
  beginning of year     1,184,740    $10.59-23.38     982,782   $10.59-22.63
Granted                   335,636        26.75        367,501    21.63-23.38
Exercised                (137,338)    10.59-23.38    (143,695)   10.59-22.63
Cancelled                 (20,777)    23.63-26.75     (21,848)   10.59-23.38
Outstanding at end
  of year               1,362,261     13.50-26.75   1,184,740    10.59-23.38
Exercisable at end
  of year                 859,526     13.50-23.38     717,144    10.59-22.63
Available for future
  grants                1,308,846          -          224,105         -

The Employee Stock Purchase Plan enables participating employees to purchase
common stock through payroll deduction of up to 5% of eligible compensation. 
The Company pays interest on the accumulated withholdings.  These amounts
may be used to purchase shares of company stock at the option price (lesser
of: (a) 85% of the fair market value at the date of grant or (b) the greater
of the market price at the close of business on the exercise date or $10.00
per share).  During 1995, employees purchased 95,499 shares, for which
$1,887,776 was paid to the Company.  As of December 30, 1995, grants had
been exercised by employees for the purchase of 105,200 shares.  As of
February 1996, $2,213,145 had been received by the Company upon issuance of
these shares.  At December 30, 1995, 307,279 shares remain available for
issuance under the Plan.

<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (continued)

In 1995, the Financial Accounting Standards Board issued "Statement of
Financial Accounting Standard (SFAS) No. 123 - Accounting for Stock Based
Compensation".  This statement requires a fair value based method of
accounting for employee stock options and would result in expense
recognition for the Company's employee stock plans.  It also permits a
Company to continue to measure compensation expense for such plans using the
intrinsic value based method as prescribed by Accounting Principles Board
opinion No. 25 (APB No. 25), "Accounting for Stock Issued to Employees". 
Companies electing to continue following the accounting rules of APB No. 25
must make pro forma disclosures of net income and earnings per share, as if
the fair value based method for accounting as defined in SFAS No. 123 had
been applied.  The Company has elected to continue to measure its cost using
APB No. 25 and, as required, will disclose the impact of SFAS No. 123 with
its 1996 financial statements.


<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (continued)

8.  INCOME TAXES

The components of the provision for income taxes were as follows:


                                            (In thousands)  
 
                                   1995              1994            1993  
Current
  Federal                         $35,689           $34,585         $29,118 
  State                             8,259             9,100           6,732
                                   43,948            43,685          35,850

Deferred
  Federal                           2,024            (1,209)            842
  State                               255              (416)            886
                                    2,279            (1,625)          1,728
Total income tax expense          $46,227           $42,060         $37,578


    The reconciliation of income tax computed at the United States Federal
statutory tax rates to income tax expense is:


                                         (In thousands)


                           1995               1994               1993  

                     Amount  Percent    Amount  Percent    Amount  Percent


Tax at U.S.
 statutory rate     $40,750   35.00%   $36,522   35.00%   $32,264   35.00%
State income taxes,
 net of federal tax
 benefit              5,530    4.75      5,645    5.41      4,973    5.39
Other - net             (53)   (.05)      (107)   (.10)       341     .37

                    $46,227   39.70%   $42,060   40.31%   $37,578   40.76%

<PAGE>
                    HANNAFORD BROS. CO. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (continued)



Deferred income taxes arise because of differences in the treatment of
income and expense items for financial reporting and income tax purposes. 
Significant components of the Company's deferred tax assets and liabilities
for the fiscal years ended December 30, 1995 and December 31, 1994 were as
follows:

                                                       (In thousands)

                                                    1995           1994

Deferred Tax Liabilities:

  Depreciation and amortization                   $33,240        $32,113
  Other                                             4,496          2,325
                                                   37,736         34,438

Deferred Tax Assets:

  Capital leases                                   (5,938)        (5,072)
  Insurance reserves                               (9,379)        (9,742)
  Associate benefit plans                          (3,922)        (3,576)
  Other                                            (1,852)        (1,681)
                                                  (21,091)       (20,071)

                                                   16,645         14,367

Net current deferred tax assets                     6,584          7,519

Net non-current deferred tax liabilities          $23,229        $21,886


The Company expects to realize the deferred tax assets in the ordinary
course of business operations in subsequent years, and, accordingly, has not
established a valuation reserve relative to these amounts.


<PAGE>
<TABLE>
                                   HANNAFORD BROS. CO. AND SUBSIDIARIES

                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                               (continued)

9.  SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

       The following is a presentation of selected financial data for each of
the four quarters of fiscal years 1995, 1994 and 1993.  During 1993, the
Company adopted SFAS NO. 109 - ACCOUNTING FOR INCOME TAXES.  The
cumulative effect of this adjustment, which increased net earnings by
$2,100,000 or $.05 per share, is reflected in the first quarter of 1993.
<CAPTION>

                                          (In thousands except per share amounts)

                                           First         Second         Third         Fourth
                                          Quarter        Quarter       Quarter       Quarter
1995                        
<S>                                     <C>            <C>            <C>           <C>     
Sales and other revenues......           $598,796       $634,798       $653,879      $680,588
Gross margin......................        145,954        153,055        155,410       162,394
Net earnings......................         14,564         19,025         19,714        16,898
     Per common share.............       $    .35       $    .45       $    .47      $    .40

Weighted average common shares
  outstanding.....................         41,888         42,049         42,168        42,263

  
1994                 

Sales and other revenues......           $519,078       $538,216       $622,554      $611,907
Gross margin......................        125,745        134,132        151,612       151,767
Net earnings......................         11,059         15,409         19,102        16,718
     Per common share.............       $    .27       $    .37       $    .46      $    .40

Weighted average common shares
  outstanding.....................         41,316         41,463         41,655        41,745


1993    

Sales and other revenues......           $490,565       $517,974       $530,064      $516,286
Gross margin......................        121,534        129,462        133,125       126,836
Net earnings......................         11,869         14,486         16,000        14,350
     Per common share.............       $    .29       $    .35       $    .39      $    .35

Weighted average common shares
  outstanding.....................         40,859         41,044         41,121        41,175

                                                            

</TABLE>
<PAGE>

ITEM 9:  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

         None

                                  Part III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         This item, except for certain information relating to Executive
         Officers included in Part I, is incorporated by reference to the
         Registrant's definitive proxy statement for the Annual Meeting of
         Shareholders to be held on May 14, 1996.

ITEM 11. EXECUTIVE COMPENSATION

         This item is incorporated by reference to the Registrant's
         definitive proxy statement for the Annual Meeting of Shareholders
         to be held on May 14, 1996.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         This item is incorporated by reference to the Registrant's
         definitive proxy statement for the Annual Meeting of Shareholders
         to be held on May 14, 1996.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         This item is incorporated by reference to the Registrant's
         definitive proxy statement for the Annual Meeting of Shareholders
         to be held on May 14, 1996.

<PAGE>
                                   Part IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

The following documents are filed as a part of this report:

(a) 1., 2.  Consolidated Financial Statements and Related
            Schedules                                                  PAGES

    Report of Independent Accountants.............................      24 

    Consolidated Balance Sheets - December 30, 1995 and
       December 31, 1994..........................................     25-26

    Consolidated Statements of Earnings - Fiscal Years Ended,
       December 30, 1995, December 31, 1994 and January 1, 1994...       27

    Consolidated Statements of Changes in Shareholders'
       Equity - Fiscal Years Ended, December 30, 1995,
       December 31, 1994 and January 1, 1994......................       28

    Consolidated Statements of Cash Flows
       - Fiscal Years Ended, December 30, 1995,
       December 31, 1994 and January 1, 1994......................     29-30

    Notes to Consolidated Financial Statements....................     31-48


Schedules I, II, III and IV are not included as they are not applicable.

3. Exhibits Required by Item 601 of Regulation S-K
                                                               SEQUENTIAL
                                                              PAGE NUMBER
                                                            IN ORIGINAL 10-K

   3.1 - Articles of Incorporation                                       
         Incorporated by reference to Exhibit 3.1 to the 
         Registrant's Annual Report on Form 10-K for the 
         fiscal year ended January 2, 1993 (SEC File
         No. 1-7603).

   3.2 - By-Laws of the Registrant                                      
         Incorporated by reference to Exhibit 3.2 to the

<PAGE>
                                                                       PAGES

         Registrant's Annual Report on Form 10-K for the
         fiscal year ended January 1, 1994 (SEC File
         No. 1-7603).

  4.1 -  Instruments Defining the Rights of                     Included in
         Security Holders                                        Exhibit 3

  4.2 -  There are incorporated herein by reference a (i) Rights
         Agreement dated as of February 4, 1988 between the 
         Registrant and The First National Bank of Boston, as Rights
         Agent, a copy of which was filed as Exhibit 2 to the
         Registrant's Current Report on Form 8-K, dated February 16, 
         1988 (SEC File No. 1-7603) and (ii) an Appointment and 
         Amendment Agreement dated September 22, 1992 to said Rights
         Agreement, substituting Continental Stock Transfer & Trust 
         Company as Rights Agent, a copy of which was filed as 
         Exhibit 4.3 to the Registrant's Annual Report on Form 10-K 
         for the fiscal year ended January 2, 1993 (SEC File No. 
         1-7603).

 10.1  - There are incorporated herein by reference (i) an Amended 
         and Restated Agreement, dated as of February 4, 1988, among 
         the Registrant and various Sobey Parties, a copy of which 
         was filed as Exhibit 1 to the Registrant's Current Report on 
         Form 8-K, dated February 16, 1988 (SEC File No. 1-7603) and 
         (ii) an Amendment Agreement dated as of January 1, 1992 to 
         said Agreement with the Sobey Parties, substituting certain 
         Sobeys Inc. employee benefit plans as parties thereto, a 
         copy of which was filed as Exhibit 10.2 to the Registrant's 
         Annual Report on Form 10-K for the fiscal year ended January 
         2, 1993 (SEC File No. 1-7603).


  NOTE:  Compensatory plans and arrangements and management contracts are
  filed as Exhibits 10.2 through 10.21 below.

 10.2  - There are incorporated herein by reference (i) the amended 
         and restated Hannaford Bros. Co. Employees' Retirement Plan, 
         a copy of which was filed as Exhibit 10.4 to the Registrant's
         Annual Report on Form 10-K for the fiscal year ended January 
         2, 1993 (SEC File No. 1-7603); (ii) the First Amendment 
         to said Plan, a copy of which was filed as Exhibit 10.4 to
         the Registrant's Annual Report on Form 10-K for the fiscal
         year ended January 1, 1994 (SEC File No. 1-7603); (iii) the
         Second Amendment to said Plan, a copy of which was filed as
         Exhibit 10.3 to the Registrant's Annual Report on Form 10-K
         for the fiscal year ended December 31, 1994 (SEC File No.

<PAGE>
                                                                       PAGES

         1-7603) and (iv) the Third Amendment to said Plan, a 
         copy of which was filed as Exhibit 10.3 to the Registrant's
         Quarterly Report on Form 10-Q for the fiscal quarter ended
         September 30, 1995 (SEC File No. 1-7603).

  10.3 - There are incorporated herein by reference (i) the amended and
         restated Supplemental Executive Retirement Plan, a copy of 
         which was filed as Exhibit 10.5 to the Registrant's Annual 
         Report on Form 10-K for the fiscal year ended January 2, 
         1993 (SEC File No. 1-7603); (ii) the First Amendment to said
         Plan, a copy of which was filed as Exhibit 10.5 to the 
         Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1994 (SEC File No. 1-7603) and (iii)
         the Second Amendment to said Plan, which was filed as 
         Exhibit 10.4 to the Registrant's Quarterly Report on Form  
         10-Q for the fiscal quarter ended September 30, 1995 (SEC 
         File No. 1-7603).

 10.4  - There are incorporated herein by reference (i) the Amended 
         and Restated Hannaford Bros. Co. Employee Stock Purchase 
         Plan, a copy of which was filed as Exhibit 10.6 to the 
         Registrant's Annual Report on Form 10-K for the fiscal 
         year ended December 31, 1994 (SEC File No. 1-7603); (ii) 
         the First Amendment to said Plan, a copy of which was 
         filed as Exhibit 10.1 to the Registrant's Quarterly Report 
         on Form 10-Q for the fiscal quarter ended July 1, 1995 
         (SEC File No. 1-7603) and (iii) the Second Amendment 
         to said Plan, a copy of which was filed as Exhibit 10.1 
         to the Registrant's Quarterly Report on Form 10-Q for 
         the fiscal quarter ended September 30, 1995 (SEC File 
         No. 1-7603).

 10.5  - There are incorporated herein by reference (i) the 
         Registrant's 1985 Incentive Stock Option Plan, a copy of 
         which was filed as Exhibit 4.3 to the Registrant's 
         Registration Statement on Form S-8 (Registration No. 
         2-98387); (ii) the First Amendment to said Plan, a copy 
         of which was filed as Exhibit 10.11 to the Registrant's 
         Annual Report on Form 10-K for the fiscal year ended  
         January 2, 1988 (SEC File No. 1-7603) and (iii) the 
         Second Amendment to said Plan, a copy of which was
         filed as Exhibit 10.15 to the Registrant's Annual Report
         on Form 10-K for the fiscal year ended December 31, 1988
         (SEC File No. 1-7603).

<PAGE>
                                                                       PAGES

 10.6  - There are incorporated herein by reference (i) the 
         Registrant's 1993 Long Term Incentive Plan, a copy of 
         which was filed as Exhibit 10.8 to the Registrant's 
         Annual Report on Form 10-K for the fiscal year ended 
         January 1, 1994 (SEC File No. 1-7603) and (ii) the 
         First Amendment to said Plan, a copy of which was 
         filed as Exhibit 10.9 to the Registrant's Annual 
         Report on Form 10-K for the fiscal year ended January 
         1, 1994 (SEC File No. 1-7603).

 10.7  - There are incorporated herein by reference (i) the 
         Registrant's 1980 Long Term Incentive Plan, a copy of 
         which was filed as Exhibit 10B to the Registrant's Annual 
         Report on Form 10-K for the fiscal year ended January 3, 
         1981 (SEC File No. 1-7603); (ii) an Amendment to said Plan, 
         a copy of which was filed as Exhibit 10.15 to the 
         Registrant's Annual Report on Form 10-K for the fiscal 
         year ended January 3, 1987 (SEC File No. 1-7603); (iii) 
         the Second Amendment to said Plan, a copy of which was 
         filed as Exhibit 10.13 to the Registrant's Annual 
         Report on Form 10-K for the fiscal year ended January 
         2, 1988 (SEC File No. 1-7603); (iv) the Third Amendment 
         to said Plan, a copy of which was filed as Exhibit 
         10.14 to the Registrant's Annual Report on Form 10-K 
         for the fiscal year ended January 2, 1988 (SEC File No. 
         1-7603); (v) the Fourth Amendment to said Plan, a copy 
         of which was filed as Exhibit 10.10 to the Registrant's 
         Annual Report on Form 10-K for the fiscal year ended 
         December 29, 1990 (SEC File No. 1-7603) and (vi) 
         the Fifth Amendment to said Plan, a copy of which was 
         filed as Exhibit 10.7 to the Registrant's Annual Report 
         on Form 10-K for the fiscal year ended December 28, 1991 
         (SEC File No. 1-7603).

 10.8  - Amended and Restated Hannaford Bros. Co. Annual Incentive    59-63
         Plan, effective December 7, 1995.

 10.9  - There are incorporated herein by reference (i) an Employment
         Continuity Agreement between the Registrant and James L. 
         Moody, Jr., a copy of which was filed as Exhibit 10.13 to 
         the Registrant's Annual Report on Form 10-K for the fiscal 
         year ended December 29, 1990 (SEC File No. 1-7603); (ii) 
         the First Amendment to said Agreement, a copy of which 
         was filed as Exhibit 10.11 to the Registrant's Annual 

<PAGE>
                                                                       PAGES

         Report on Form 10-K for the fiscal year ended January 
         2, 1993 (SEC File No. 1-7603) and (iii) the Second Amendment 
         to said Agreement, a copy of which was filed as Exhibit 
         10.12 to the Registrant's Annual Report on Form 10-K for 
         the fiscal year ended December 31, 1994 (SEC File No. 1-7603).

 10.10 - There are incorporated herein by reference (i) an Employment
         Continuity Agreement between the Registrant and Hugh G. 
         Farrington, a copy of which was filed as Exhibit 10.14 to 
         the Registrant's Annual Report on Form 10-K for the fiscal 
         year ended December 29, 1990 (SEC File No. 1-7603); (ii) 
         the First Amendment to said Agreement, a copy of which 
         was filed as Exhibit 10.13 to the Registrant's Annual 
         Report on Form 10-K for the fiscal year ended January 
         2, 1993 (SEC File No. 1-7603) and (iii) the Second Amendment 
         to said Agreement, a copy of which was filed as Exhibit 
         10.14 to the Registrant's Annual Report on Form 10-K for 
         the fiscal year ended December 31, 1994 (SEC File No. 
         1-7603).

 10.11 - There are incorporated herein by reference (i) a standard 
         form of Employment Continuity Agreement between the 
         Registrant and various of its executive officers, a copy 
         of which was filed as Exhibit 10.15 to the Registrant's 
         Annual Report on Form 10-K for the fiscal year ended 
         December 29, 1990 (SEC File No. 1-7603); (ii) the First 
         Amendment to Form of said Agreement, a copy of which 
         was filed as Exhibit 10.13 to the Registrant's Annual 
         Report on Form 10-K for the fiscal year ended January 
         2, 1993 (SEC File No. 1-7603) and (iii) the Second 
         Amendment to form of said Agreement, a copy of which was 
         filed as Exhibit 10.16 to the Registrant's Annual Report
         on Form 10-K for the fiscal year ended December 31, 1994
         (SEC File No. 1-7603).

 10.12 - There is incorporated herein by reference a standard form 
         Deferred Compensation Agreement available to outside 
         directors of the Registrant, a copy of which was filed as 
         Exhibit 10.2 to the Registrant's Annual Report on Form 
         10-K for the fiscal year ended December 29, 1984 (SEC File 
         No. 1-7603).

 10.13 - There are incorporated herein by reference (i) the Amended 
         and Restated Hannaford Savings and Investment Plan, a copy 
         of which was filed as Exhibit 10.17 to the Registrant's 
         Annual Report on Form 10-K for the fiscal year ended January 


<PAGE>
                                                                       PAGES

         2, 1993 (SEC File No. 1-7603); (ii) the First Amendment to 
         said Plan, which was filed as Exhibit 10.19 to the 
         Registrant's Annual Report on Form 10-K for the fiscal 
         year ended December 31, 1994 (SEC File No. 1-7603); 
         (iii) the Second Amendment to said Plan, a copy of 
         which was filed as Exhibit 10.2 to the Registrant's 
         Quarterly Report on Form 10-Q for the fiscal quarter 
         ended July 1, 1995 (SEC File No. 1-7603); (iv) the Third 
         Amendment to said Plan, a copy of which was filed as 
         Exhibit 10.3 to the Registrant's Quarterly Report on 
         Form 10-Q for the fiscal quarter ended July 1, 1995 
         (SEC File No. 1-7603) and (v) the Fourth Amendment to 
         said plan (renamed the Hannaford Northeast Savings
         and Investment Plan), a copy of which was filed as 
         Exhibit 10.2 to the Registrant's Quarterly Report 
         on Form 10-Q for the fiscal quarter ended September 
         30, 1995 (SEC File No. 1-7603).

 10.14 - There is incorporated herein by reference the Hannaford
         Southeast Savings and Investment Plan, a copy of which was
         filed as Exhibit 4.5 to the Registrant's Registration 
         Statement on Form S-8, dated June 8, 1995 (SEC 
         Registration No. 33-60119).

 10.15 - There are incorporated herein by reference (i) the 
         Registrant's Amended and Restated Deferred Compensation 
         Plan available to certain management employees of the 
         Registrant, a copy of which was filed as Exhibit 10.24 
         to the Registrant's Annual Report on Form 10-K for the 
         fiscal year ended January 2, 1988 (SEC File No. 1-7603) 
         and (ii) the First Amendment said Plan, a copy of which 
         was filed as Exhibit 10.18 to the Registrant's Annual 
         Report on Form 10-K for the fiscal year ended January 1, 
         1994 (SEC File No. 1-7603).

 10.16 - There is incorporated herein by reference a standard form 
         of Deferred Compensation Agreement available to certain 
         management employees pursuant to the Registrant's Amended 
         and Restated Deferred Compensation Plan, a copy of which 
         was filed as Exhibit 10.19 to the Registrant's Annual Report 
         on Form 10-K for the fiscal year ended January 2, 1993 (SEC 
         File No. 1-7603).

<PAGE>
                                                                       PAGES

 10.17 - There is incorporated herein by reference the Amended and
         Restated Hannaford Bros. Co. 1988 Stock Plan, a copy of 
         which was filed as Exhibit 4.5 to the Registrant's 
         Registration Statement on Form S-8, dated June 27, 1995 (SEC
         Registration No. 33-60655).

 10.18 - There is incorporated herein by reference the Hannaford
         Bros. Co. Stock Ownership Plan for Outside Directors, 
         approved by shareholders May 24, 1995 and effective
         January 1, 1996, a copy of which was filed as Exhibit 4.5
         to the Registrant's Registration Statement on Form S-8, 
         dated June 27, 1995 (SEC Registration No. 33-60691).

 10.19 - There are incorporated herein by reference (i) an Agreement, 
         dated February 11, 1991, between the Registrant and James L. 
         Moody, Jr., a copy of which was filed as Exhibit 10.26 to 
         the Registrant's Annual Report on Form 10-K for the fiscal 
         year ended December 29, 1990 (SEC File No. 1-7603) and (ii) 
         an Amendment to said Agreement, dated May 14, 1992, a copy 
         of which was filed as Exhibit 10.24 to the Registrant's 
         Annual Report on Form 10-K for the fiscal year ended January 
         2, 1993 (SEC File No. 1-7603).

 10.20 - There are incorporated herein by reference (i) a Letter 
         Agreement between the Registrant and Norman E. Brackett, 
         dated June 30, 1995, a copy of which was filed as Exhibit 
         10.7 to the Registrant's Quarterly Report on Form 10-Q for 
         the fiscal quarter ended July 1, 1995 (SEC File No. 1-7603) 
         and (ii) a Consulting Agreement between the Registrant 
         and Norman E. Brackett, dated June 30, 1995, a copy of 
         which was filed as Exhibit 10.8 to the Registrant's 
         Quarterly Report on Form 10-Q for the fiscal quarter 
         ended July 1, 1995 (SEC File No. 1-7603).

<PAGE>
                                                                      PAGES

 10.21 - There are incorporated herein by reference (i) a Letter
         Agreement between the Registrant and Roger W. Hoyt, dated 
         June 1, 1994, a copy of which was filed as Exhibit 10.28 
         to the Registrant's Annual Report on Form 10-K for the fiscal 
         year ended December 31, 1994 (SEC File No. 1-7603) and (ii) 
         a Letter Agreement between the Registrant and Roger W. Hoyt, 
         dated August 15, 1994, a copy of which was filed as Exhibit 
         10.29 to the Registrant's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1994 (SEC File No. 1-7603).


 21    - Subsidiaries of the Registrant............................      64

 23    - Consents of Accountants...................................      65

 27    - Financial Data Schedule                                          

(b)      No reports on Form 8-K were filed during the last quarter of 
         the period covered by this report.


<PAGE>
                                  SIGNATURES

    Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

HANNAFORD BROS. CO.



s/Blythe J. McGarvie   
Blythe J. McGarvie
Sr. Vice President, Chief
Financial Officer
(Principal Financial Officer)
March 12, 1996

    Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


s/James L. Moody, Jr.    s/Laurel Cutler             s/David F. Sobey       
James L. Moody, Jr.      Laurel Cutler               David F. Sobey
Chairman of the Board    Director                    Director
Director                 March 12, 1996              March 12, 1996
March 12, 1996

                         s/Walter J. Salmon          s/Robert L. Strickland 
s/Blythe J. McGarvie     Walter J. Salmon            Robert L. Strickland
Blythe J. McGarvie       Director                    Director
Sr. Vice President,      March 12, 1996              March 12, 1996
Chief Financial Officer
(Principal Accounting Officer)
March 12, 1996
                         s/Richard K. Lochridge      s/Claudine B. Malone   
                         Richard K. Lochridge        Claudine B. Malone
s/Hugh G. Farrington     Director                    Director
Hugh G. Farrington       March 12, 1996              March 12, 1996
President
Chief Executive Officer
Director
March 12, 1996           s/Robert D. Bolinder                               
                         Robert D. Bolinder          William A. Andres
                         Director                    Director
s/Bruce G. Allbright     March 12, 1996              March  , 1996
Bruce G. Allbright
Director
March 12, 1996           s/William T. End            s/James W. Gogan       
                         William T. End              James W. Gogan
                         Director                    Director
                         March 12, 1996              March 12, 1996