Exhibit 10.21

                              FIRST AMENDMENT

                                   TO THE 

                            HANNAFORD BROS. CO.

                STOCK OWNERSHIP PLAN FOR OUTSIDE DIRECTORS


     The Hannaford Bros. Co. Stock Ownership Plan for Outside Directors (the
"Plan") was adopted by the Board of Directors, subject to shareholder
approval, on March 3, 1995, and approved by shareholders on May 24, 1995. 
The Plan is hereby amended in the following respects.

     1.  The terms used in this Amendment shall have the meanings set forth
in the Plan unless the context indicates otherwise.

     2.  The penultimate paragraph of Section 5(b) is amended to read as
follows:

         "If a Director has designated Common Stock as the deemed investment
     for the Fees deferred, at the end of each calendar month for which such
     Fees would otherwise be payable, the Company shall credit the account
     with the number of Shares that could have been purchased with the
     amounts deferred, at the Fair Market Value of a Share on the day (or
     days) the Fees would have been paid in the absence of a deferral
     election.  Further, at the end of each calendar month during which a
     dividend is paid, the Company shall credit the account with the number
     of Shares that could have been purchased with the dividend, at the Fair
     Market Value of a Share on the dividend payment date, based on the
     number of Shares credited to such account on the dividend record date. 
     Thereafter the Company shall appropriately adjust the number of Shares
     to reflect any stock split or stock dividend.  As of the first day of
     each calendar month, the Company shall debit an account deemed invested
     in Common Stock as provided in subsection (ii)(A) above."

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     3.  The penultimate paragraph of Section 5(c) is amended to read as
follows:

         "The Company shall pay the amount credited to the Deferral Account
     of a Director whose Fees are deemed invested in Common Stock by
     crediting his or her account under the Company's dividend reinvestment
     plan with the number of Shares credited to the Deferral Account.  If a
     Director does not participate in the dividend reinvestment plan, the
     Company shall issue a stock certificate to the Director evidencing the
     Shares.  Such certificate may bear a legend specifying any applicable
     legal restrictions on the transferability of the Shares."

     4.  The last paragraph of Section 5(d) is amended to read as follows:
 
         "The Company shall pay the amount credited to the Deferral Account
     of a Director whose Fees are deemed invested in Common Stock by issuing
     his or her designated beneficiary as soon as practicable following the
     date of death a stock certificate registered in the beneficiary's name
     and representing the number of Shares credited to the account."

     5.  Section 6(f) is amended to read as follows:

         "(f) INVESTMENT OF ACCOUNT.  Solely for purposes of valuing a
     Director's Performance Share Deferral Account, such account shall be
     treated as invested in Common Stock, with any dividends declared
     thereon deemed reinvested in Common Stock, until distribution of such
     account is made or commences.  If distribution of a Director's
     Performance Share Deferral Account is not made in a lump sum, solely
     for purposes of valuing such account after distribution commences, such
     account shall be credited with interest at the rate paid on five-year
     U.S. Treasury notes on the first day of the calendar year in which the
     interest is to be credited or at such other rate as is prescribed by
     the Committee."

     6. This Amendment shall be effective January 1, 1997.