Exhibit 10.14

             FIRST AMENDMENT TO EMPLOYMENT CONTINUITY AGREEMENT


     THIS  AMENDMENT made this day of , 1999,  between  HANNAFORD  BROS.  CO., a
Maine corporation (the "Company") and HUGH G. FARRINGTON ("Farrington"), of Cape
Elizabeth, Maine.

     WHEREAS,  the  Company  and  Farrington  have  entered  into an  Employment
Continuity Agreement ("Agreement") dated ; and

     WHEREAS,  the parties  desire to amend the  Agreement (i) to extend from 12
months to 24 months the  period,  following a change in  control,  during  which
Farrington has a right to receive  additional  compensation  and benefits in the
event of Farrington's  involuntary  termination of employment without good cause
or voluntary  termination  of employment  for good reason,  (ii) to describe the
benefit provided under the  Nonqualified  Savings and Investment Plan, and (iii)
to clarify  that no  benefits  are  payable  upon  Farrington's  death  prior to
termination of employment; and

     WHEREAS,  Section 9 of the  Agreement  provides  that the  Agreement may be
amended in writing by the parties;

     NOW,  THEREFORE,   in  consideration  of  the  mutual  promises  and  other
consideration recited in the Agreement, IT IS AGREED:

     1. The terms used in this  Amendment  shall have the  meanings set forth in
the Agreement.

     2. The first clause of Section 3 of the Agreement is hereby amended to read
as follows:

          "3.  RIGHTS UPON INVOLUNTARY TERMINATION OF EMPLOYMENT.  If,
     within twenty-four (24) months after the occurrence of a Change in
     Control Event, the Company terminates Farrington's employment for any
     reason other than Good Cause as defined in Paragraph 5, or if
     Farrington voluntarily terminates employment for Good Reason as
     defined in Paragraph 4, the Company shall provide Farrington with the
     following:"

     3.  Subsection  (c) of Section 3 of the Agreement is hereby amended to read
as follows:

          "(c)  Immediately upon such termination, Farrington shall be
     entitled to acceleration of any payments to be made to him under the
     Hannaford Bros. Co. Deferred Compensation Plan for Officers, the
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     Hannaford Nonqualified Savings and Investment Plan or any other
     deferred compensation arrangement for his benefit.  For purposes of
     calculating any benefit payable with respect to Farrington under the
     Hannaford Nonqualified Savings and Investment Plan, his account
     balance shall be increased by the product of (i) the sum of the
     matching contributions credited to his account under the Hannaford
     Nonqualified Savings and Investment Plan and the Hannaford Savings and
     Investment Plan for his last full month of employment or, if greater,
     his last full month of employment prior to the Change in Control
     Event, and (ii) thirty-six (36).  Payment under any such plan or
     arrangement pursuant to this Paragraph 3(c) shall be made in a lump
     sum within ninety (90) days after Farrington's employment terminates."

     4. Section 5 of the Agreement is hereby amended by revising the heading and
adding a new first sentence to read as follows:

          "5.   TERMINATION BY REASON OF DEATH OR FOR GOOD CAUSE.
     Notwithstanding any provision of this Agreement to the contrary, no
     benefits are payable hereunder upon Farrington's death prior to his
     involuntary termination of employment pursuant to Paragraph 3 or
     voluntary termination of employment for Good Reason pursuant to
     Paragraph 4."

     5.   This amendment shall be effective as of January 1, 1999.


WITNESS                                    HANNAFORD BROS. CO.


                                           By
                                             Its
                                                                Company


                                           Hugh G. Farrington