Exhibit 10.25

                               HANNAFORD BROS. CO.
                             1998 STOCK OPTION PLAN
 
      1. PURPOSE.  The purpose of the Plan is to provide Employees of
 Hannaford Bros. Co. and its Subsidiaries with additional incentives to
 contribute to the success of the Company and to attract, reward and retain
 Employees of outstanding ability.
 
      2. DEFINITIONS.  As used in this Plan, the following words and phrases
 wherever capitalized shall have the following meanings unless the context
 clearly indicates that a different meaning is intended:
 
      (a) "Award" shall mean any Option or Stock Appreciation Right granted
 pursuant to the Plan.
 
      (b) "Award Agreement" shall mean a written instrument that specifies
 the terms, conditions and restrictions of an Award and incorporates the
 applicable provisions of the Plan and such additional provisions not
 inconsistent therewith as the Committee shall determine.
 
      (c) "Board" shall mean the Board of Directors of the Company.
 
      (d) "Code" shall mean the Internal Revenue Code of 1986, as from time
 to time amended.
 
      (e) "Committee" shall mean the committee described in Section 3, which
 shall have the authority to control and manage the administration of the
 Plan.
 
      (f)  "Common Stock" shall mean common stock, par value, $.75 per
 share, of the Company.
 
      (g)  "Company" shall mean Hannaford Bros. Co.
 
      (h)  "Disability" shall mean an Employee's inability to engage in any
 substantial gainful activity by reason of any medically determinable
 physical or mental impairment which can be expected to result in death or
 which has lasted or can be expected to last for a continuous period of not
 less than twelve (12) months.  An Employee shall not be considered disabled
 unless he or she furnishes proof of the existence of such Disability in
 such form and manner, and at such times, as the Committee may require.
 
      (i) "Employee" shall mean any person who is employed by the Company or
 any Parent or Subsidiary.

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      (j) "Fair Market Value" shall mean, with respect to Shares, the
 closing price of  Shares as reported on the New York Stock Exchange;
 provided, however, that the Fair Market Value of the Shares to be issued
 under any Incentive Stock Option shall be determined by the Committee in
 accordance with the applicable requirements of subsections 422(b)(4) and
 (c)(7) of the Code and the regulations issued thereunder.
 
      (k) "Incentive Stock Option" shall mean an option granted to an
 individual for any reason connected with his or her employment by a
 corporation, if granted by the employer corporation or its Parent or
 Subsidiary corporation, to purchase stock of any of such corporations, but
 only if such option meets the requirements of Section 422 of the Code.
 
      (l) "Nonqualified Stock Option" shall mean an Option granted under the
 Plan that is not an Incentive Stock Option.
 
      (m) "Option" shall mean a right granted under the Plan to purchase
 Shares.
 
      (n) "Optionee" shall mean an Employee who is granted an Option.
 
      (o) "Parent" shall mean, for purposes of the Incentive Stock Option
 provisions of the Plan, a parent Company within the meaning of subsections
 424(e) and (g) of the Code.
 
      (p) "Plan" shall mean the Hannaford Bros. Co. 1998 Stock Option Plan.
 
      (q) "Share" shall mean a share of Common Stock of the Company, as
 adjusted in accordance with subsection 4(b).
 
      (r) "Stock Appreciation Right" shall mean a right granted under
 Section 8 to receive a payment, the amount of which shall be determined by
 reference to the value of a Share.
 
      (s) "Subsidiary" shall mean, for purposes of the Incentive Stock
 Option provisions of the Plan, a subsidiary Company within the meaning of
 subsections 424(f) and (g) of the Code, and for all other purposes of the
 Plan, a Company of which Hannaford Bros. Co. owns directly or indirectly at
 least fifty percent (50%) of the total combined voting power of all classes
 of stock entitled to vote.  
 
      (t) "Treasury Shares" shall mean Shares that have been issued and
 subsequently acquired by the Company, but have not been canceled or
 retired.
 
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      3.  ADMINISTRATION.
 
      (a) COMMITTEE MEMBERS.  The Plan shall be administered by the members
 of the Human Resources Committee of the Board who are not employees of the
 Company or any Parent or Subsidiary and who otherwise qualify as "non-
 employee directors" within the meaning of Rule 16b-3 under the Securities
 Exchange Act of 1934, as amended, and as "outside directors" within the
 meaning of Code Section 162(m), as amended, and the regulations thereunder. 
 A majority of the members of the Committee shall constitute a quorum, and
 the action of a majority of the members present at any meeting at which a
 quorum is present shall be deemed the action of the Committee.  Any member
 may participate in a meeting of the Committee by means of a conference
 telephone or similar communications equipment by means of which all persons
 participating in the meeting can hear each other.  Further, any action of
 the Committee may be taken without a meeting if all of the members of the
 Committee sign written consents, setting forth the action taken or to be
 taken, at any time before or after the intended effective date of such
 action.
 
      (b) POWERS.  The Committee shall have the complete authority and
 discretion to administer the Plan, including the following powers which
 shall be exercised in accordance with the terms of the Plan:
 
           (i) to determine the Employees to whom Awards shall be granted;
 
           (ii) to determine the time or times at which Awards shall be
 granted;
 
           (iii) to determine the type or types of Awards to be granted;
 
           (iv) to determine the terms, conditions and restrictions of each
 Award;
 
           (v) to make adjustments in accordance with subsection 4(b);
 
           (vi) to prescribe, amend and rescind rules and regulations
 relating to the Plan;
 
           (vii) to interpret the Plan and make all other determinations
 deemed necessary or advisable for the administration of the Plan; and
 
           (viii) to delegate to any officer of the Company the authority to
 act for the Committee in such matters as the Committee may specify.
 
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      Each determination, interpretation or other action taken pursuant to
 the Plan by the Committee (or an officer of the Company acting under a
 delegation of authority by the Committee) shall be final and conclusive for
 all purposes and binding upon all persons, including the Company, its
 Subsidiaries, the Board, the Committee, the Employees and their respective
 successors in interest.
 
      (c) SIGNATURES.  The Committee may authorize any member thereof to
 execute all instruments required in the administration of the Plan, and
 such instruments may be executed by facsimile signature.
 
      4.  STOCK SUBJECT TO THE PLAN.  
 
      (a) LIMITATIONS.  Subject to the provisions of subsection (b), the
 maximum number of Shares available for grant under the Plan in each
 calendar year shall be one and one-half percent (1.5%) of the total
 outstanding Shares as of the first day of such year, provided that the
 maximum aggregate number of Shares which may be issued under the Plan
 pursuant to Incentive Stock Options shall be six million (6,000,000)
 Shares.  Any unused portion of the percentage limit for any calendar year
 shall be carried forward and be made available for grants in succeeding
 calendar years.  Any Shares issued hereunder may consist, in whole or in
 part, of authorized and unissued Shares or Treasury Shares.
 
      In the event that any Shares subject to an Award are forfeited, such
 Shares shall, unless the Plan has been terminated, become available again
 for grant and shall not be counted again for purposes of the foregoing
 share limitation.  In the event that any Option granted under the Plan
 expires or terminates without the issuance of Shares or payment of other
 consideration in lieu of such Shares, the unissued Shares subject to such
 Option shall, unless the Plan has been terminated, become available for
 other Awards, including other Options.
 
      In the event that an Employee transfers stock issued by the Company in
 full or partial payment of the option price of an Option granted under the
 Plan, only the difference between (i) the number of Shares issued upon
 exercise of the Option and (ii) the number of Shares transferred in payment
 of the option price shall be counted for purposes of the foregoing
 limitation on the maximum number of Shares available for grant under the
 Plan.  Notwithstanding the foregoing, the total number of Shares issued
 pursuant to the exercise of an Incentive Stock Option shall be counted for
 purposes of the foregoing special limitation on Shares issued pursuant to
 Incentive Stock Options.
 
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      (b) ADJUSTMENTS.  If the number of Shares outstanding changes as a
 result of a stock split or stock dividend, the Committee shall
 proportionately adjust:  (i) the maximum number of Shares available for
 grant and the maximum aggregate number of Shares which may be issued under
 Incentive Stock Options; (ii) the number of Shares to be issued under
 Awards; (iii) the option price with respect to Shares subject to Options;
 and (iv) the grant price with respect to Stock Appreciation Rights.  
 
      In the event of a merger or consolidation in which the Company is the
 surviving Company, or the acquisition by the Company of property or stock
 of another Company, or any reorganization, the Committee shall
 appropriately adjust:  (i) the number and class of Shares to be issued
 under Awards; (ii) the option price of Shares subject to Options; and the
 grant price with respect to Stock Appreciation Rights.  Any adjustments
 under this subsection (b) affecting Incentive Stock Options shall be made
 so as to comply with the applicable provisions of Sections 422 and 424 of
 the Code.
 
      5. ELIGIBILITY.
 
      The Committee may, from time to time, designate Employees to whom
 Options or Stock Appreciation Rights may be granted in accordance with the
 terms of the Plan.
 
      6. GRANTING OF AWARDS.
 
      The Committee may grant more than one Award and more than one type of
 Award to any Employee; provided that no Incentive Stock Option shall be
 granted to any Employee who, at the time the Option is granted, owns stock
 possessing more than ten percent (10%) of the total combined voting power
 of all classes of stock of the Company or any Parent or Subsidiary.  For
 purposes of applying the percentage limitation of the preceding sentence,
 the ownership principles of subsection 424(d) of the Code shall apply.  The
 terms and conditions of Awards need not be the same with respect to each
 Employee.  An Employee who has been granted an Award may, if he or she is
 otherwise eligible, be granted additional Awards before the exercising of
 such prior Award.
 
      In no event may an Employee during any five (5) year period be granted
 Awards with respect to more than five hundred thousand (500,000) Shares,
 subject to adjustment as provided in Section 4.  The Committee may
 condition the grant of an Award and the exercise of an Option or Stock
 Appreciation Right on the attainment of performance goals.  Performance
 goals may be expressed in terms of earnings per Share, stock price, total
 shareholder return, return on equity, or any similar quantifiable measures.

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       7. OPTIONS.
 
       (a) OPTION AGREEMENT.  Each Option granted by the Committee shall be
 evidenced by an Award Agreement ("Option Agreement"), specifying the Option
 price, the number of Shares subject to the Option and such other terms,
 conditions and restrictions as the Committee shall determine.  In addition,
 each Option shall be clearly identified as either an Incentive Stock Option
 or a Nonqualified Stock Option.
 
       (b) TERM OF OPTION.  The term of each Option shall be set forth in
 the Option Agreement, but in no event shall an Option be exercisable after
 the expiration of ten (10) years from the date such Option is granted.  
 
       (c) OPTION PRICE.  The option price for Shares to be issued under any
 Option shall not be less than one hundred percent (100%) of the Fair Market
 Value of such Shares on the date the Option is granted.
 
       (d) NONTRANSFERABILITY OF OPTIONS.  Options may not be sold, pledged,
 assigned, hypothecated, transferred or disposed of in any manner, other
 than by will or by the laws of descent and distribution, and may be
 exercised during the lifetime of the Optionee only by such Optionee. 
 Notwithstanding the preceding sentence to the contrary, the Committee may
 permit the transfer of Nonqualified Stock Options to family members or
 family trusts (and exercise by the transferee) to the extent Rule 16b-3
 under the Securities Exchange Act of 1934 permits such transfers.
 
       (e) MANNER OF EXERCISE.  An Option granted under the Plan shall be
 exercisable at such times and under such circumstances as shall be
 permissible under the terms of the Plan and of the Option Agreement.  An
 Option shall be deemed to be exercised when the Optionee gives written
 notice of such exercise to the Company in accordance with the terms of the
 Option Agreement and the Company receives full payment for the Shares with
 respect to which the Option is exercised.  Payment shall be made by check
 payable to the Company, delivery of stock issued by the Company or a
 combination thereof, subject to the terms of the Option Agreement.
 
      Stock transferred to the Company in full or partial payment for Shares
 shall be valued at Fair Market Value on the date that such transfer is
 recorded upon the books of the Company, following actual or constructive
 delivery of such stock to the Company in a form suitable for transfer.
 
      (f) TERMINATION OF EMPLOYMENT.  In the event an Optionee ceases to be
 employed by the Company or any Parent or Subsidiary, and is no longer

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 employed by any of them, for any reason other than death or Disability,
 such Optionee may, subject to the terms of the Option Agreement, exercise
 an Option at any time prior to the expiration date of such Option (or, in
 the case of an Incentive Stock Option, within three (3) months after the
 date the Optionee's employment ceases, whichever is earlier), but only to
 the extent the Optionee had the right to exercise such Option at the date
 his or her employment ceased.  An Optionee's employment shall be deemed
 terminated on the date such Optionee's employer ceases to be a Parent or
 Subsidiary.
 
      (g) DISABLED OPTIONEE.  In the event an Optionee who is disabled
 ceases to be employed by the Company or any Parent or Subsidiary by reason
 of such Disability, and is no longer employed by any of them, such Optionee
 may, subject to the terms of the Option Agreement, exercise an Option at
 any time prior to the expiration date of such Option (or, in the case of an
 Incentive Stock Option, within one (1) year after the date such Optionee's
 employment ceases, whichever is earlier),  but only to the extent the
 Optionee had the right to exercise such Option at the date his or her
 employment ceased.
 
      (h) DEATH OF OPTIONEE.  In the event an Optionee dies while in the
 employ of the Company or any Parent or Subsidiary, then to the extent that
 the Optionee would have been entitled to exercise an Option immediately
 prior to his or her death, such Option may be exercised by the estate of
 such Optionee or by such person or persons to whom such Optionee's rights
 pass by will or by the laws of descent and distribution at any time prior
 to the expiration date of such Option or within one (1) year after the
 death of the Optionee, whichever is earlier. 
 
      8. STOCK APPRECIATION RIGHTS.
 
      (a) SAR AGREEMENT.  Any Stock Appreciation Rights granted by the
 Committee shall be evidenced by an Award Agreement ("SAR Agreement"),
 specifying the grant price, the number of such rights, and such other
 terms, conditions and restrictions as the Committee shall determine.
 
      (b) TERM.  The term of each Stock Appreciation Right shall be set
 forth in the SAR Agreement, but in no event shall a Stock Appreciation
 Right be exercisable after the expiration of ten (10) years from the date
 such right is granted.  
 
      (c) AMOUNT OF PAYMENT.  An Employee to whom a Stock Appreciation Right
 has been granted shall be entitled to receive payment of an amount equal to
 the excess of (i) the Fair Market Value of one (1) Share on the date of

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 exercise of such right over (ii) the grant price of the right; provided
 that the Fair Market Value of one (1) share with respect to a Stock
 Appreciation Right that is not related to an Incentive Stock Option may be
 determined at any time during a period before the date of exercise as
 specified in the SAR Agreement.
 
      (d) GRANT PRICE.  The grant price of a Stock Appreciation Right shall
 not be less than one hundred percent (100%) of the Fair Market Value of one
 (1) Share on the date that the Stock Appreciation Right is granted.
 
      (e) NONTRANSFERABILITY OF RIGHTS.  Stock Appreciation Rights may not
 be sold, pledged, assigned, hypothecated, transferred or disposed of in any
 manner, other than by will or by the laws of descent and distribution, and
 may be exercised during the lifetime of the Employee only by such Employee.
 
      (f) MANNER OF EXERCISE.  A Stock Appreciation Right granted under the
 Plan shall be exercisable at such times and under such circumstances as
 shall be permissible under the terms of the Plan and of the SAR Agreement. 
 A Stock Appreciation Right shall be deemed exercised when an Employee gives
 written notice of such exercise to the Company in accordance with the terms
 of the SAR Agreement.
 
      (g) FORM OF PAYMENT.  Payment with respect to the exercise of a Stock
 Appreciation Right may be made in cash, Shares or a combination thereof, as
 the Committee shall determine.  To the extent that such payment is made in
 Shares, the Shares shall be valued at Fair Market Value on the date of
 payment.
 
      (h) RELATED OPTIONS.  A Stock Appreciation Right may, but need not,
 relate to an Option granted under Section 7.  A Stock Appreciation Right
 related to a Nonqualified Stock Option may be granted simultaneously with
 the granting of such Option or at any time thereafter before the exercise
 or termination of such Option.  A Stock Appreciation Right related to an
 Incentive Stock Option shall be granted at the same time such Option is
 granted.
 
      A Stock Appreciation Right related to the full number of Shares
 subject to an Option shall terminate upon exercise or termination of the
 Option to the extent such Option is exercised or terminated.  A Stock
 Appreciation Right related to less than the full number of Shares subject
 to an Option shall not be affected by the exercise or termination of the
 Option until such exercise or termination exceeds the number of Shares not
 related to the Stock Appreciation Right; thereafter such right shall
 terminate to the extent such Option is further exercised or terminated.

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      To the extent that a Stock Appreciation Right related to an Option has
 been exercised, such Option shall no longer be exercisable.
 
      9. DEFERRED SHARES. An Employee may elect, in such manner and subject
 to such terms and conditions as the Committee may prescribe, to defer the
 receipt of profit Shares purchased by transferring previously acquired
 Shares upon the exercise of a Nonqualified Stock Option.  For purposes of
 the Plan, "profit Shares" shall mean Shares representing the difference
 between the number of previously acquired Shares transferred and the number
 of Shares purchased.
 
      10. CANCELLATION OF AWARDS.  Notwithstanding any provision of the Plan
 to the contrary, the Committee may cancel any award, whether vested or not,
 if at any time an Employee is not in compliance with the applicable terms
 of the Award Agreement or in the event of a serious breach of conduct,
 including but not limited to failure to comply with the terms of an
 agreement not to compete with the Company or disclose confidential
 information.
 
      11. CHANGE IN CONTROL.  Upon the occurrence of a Change in Control
 Event, all then outstanding Options and Stock Appreciation Rights not
 previously exercisable shall immediately become fully exercisable.  For
 purposes of this Section, each of the following events shall constitute a
 Change in Control Event:
 
      (a) Any person acquires beneficial ownership of securities of the
 Company and is or thereby becomes a beneficial owner of securities
 entitling such person to exercise twenty-seven percent (27%) or more of the
 combined voting power of the Company's then outstanding stock.
 
      For purposes of the Plan, "beneficial ownership" shall be determined
 in accordance with Regulation 13D under the Securities Exchange Act of
 1934, or any similar successor regulation or rule; and the term "person"
 shall include any natural person, Company, partnership, trust or
 association, or any group or combination thereof, whose ownership of
 securities of the Company would be required to be reported under such
 Regulation 13D, or any similar successor regulation or rule.
 
      (b) Within any twenty-five (25) month period, individuals who were
 Outside Directors at the beginning of such period, together with any other
 Outside Directors first elected as directors of the Company pursuant to
 nominations approved or ratified by at least two-thirds (2/3) of the
 Outside Directors in office immediately prior to such respective elections,
 cease to constitute a majority of the Board. 
 
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      For purposes of the Plan, an "Outside Director" as of a given date
 shall mean a member of the Board who has been a director of the Company
 throughout the six (6) months prior to such date and who has not been an
 employee of the Company at any time during such six (6) month period.
 
      (c) The Company ceases to be a reporting company pursuant to Section
 13(a) of the Securities Exchange Act of 1934 or any similar successor
 provision.
 
      (d) The Company's shareholders approve:
 
           (i) any consolidation or merger of the Company in which the
 Company is not the continuing or surviving Company or pursuant to which
 shares of Common Stock would be converted into cash, securities or other
 property, other than a merger or consolidation of the Company in which the
 holders of the Common Stock immediately prior to the merger or
 consolidation have substantially the same proportionate ownership and
 voting control of the surviving Company immediately after the merger or
 consolidation; or
 
           (ii) any sale, lease, exchange, liquidation or other transfer (in
 one transaction or a series of transactions) of all or substantially all of
 the assets of the Company.
 
      Notwithstanding subparagraphs (i) and (ii) above, the term "Change in
 Control Event" shall not include a consolidation, merger, or other
 reorganization if upon consummation of such transaction all of the
 outstanding voting stock of the Company is owned, directly or indirectly,
 by a holding company, and the holders of Common Stock immediately prior to
 the transaction have substantially the same proportionate ownership and
 voting control of the holding company.
 
      12. AMENDMENT AND TERMINATION.  
 
      (a) AMENDMENT.  The Committee, without further approval of the
 shareholders of the Company, may amend the Plan from time to time in such
 respects as the Committee may deem advisable, provided that no amendment
 shall become effective prior to ratification by the Board and approval by
 shareholders if such amendment: 
 
           (i) increases the maximum aggregate number of shares  which may
 be issued pursuant to Incentive Stock Options; or 
 
           (ii) increases the maximum number of Shares that may be granted
 to an Employee. 
 
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      (b) TERMINATION.  The Board, without further approval of the
 shareholders of the Company, may at any time terminate the Plan.  
 
      (c) EFFECT OF AMENDMENT OR TERMINATION.  Any such amendment or
 termination of the Plan shall not adversely affect Awards already granted
 without the written consent of the affected individual, and such Awards
 shall remain in full force and effect as if the Plan had not been amended
 or terminated.  
 
      13. EFFECTIVE DATE OF PLAN.  The Plan shall be effective upon its
 adoption by the Board or its approval by the shareholders of the Company,
 whichever is later.  
 
      14. TERM OF PLAN.  No Award shall be granted pursuant to the Plan
 after ten (10) years from the earlier of the date the Plan is adopted or
 the date the Plan is approved by shareholders.  Awards granted prior to the
 end of such period may extend beyond such period, except as otherwise
 provided herein or in the Award Agreement.
 
      15. ARBITRATION.  Arbitration as hereinafter provided shall be the
 exclusive remedy for resolving any claim or dispute arising under the Plan.
 
      (a) Any arbitration under the Plan, and any related judicial
 proceeding, shall be initiated and shall proceed pursuant to the provisions
 of the Maine Uniform Arbitration Act (the "Act") and, to the extent
 consistent with the Act, the then prevailing rules of the American
 Arbitration Association (the "Association") for labor and employment
 contracts.  To initiate arbitration, demand shall be given in writing to
 the Association and the other party no later than one year after the claim
 arises.  Any claim for which such demand is not made within one year after
 the claim arises shall be barred and discharged absolutely.
 
      (b) Any arbitration under the Plan shall be before a single
 arbitrator, and an award in such arbitration may include only damages which
 the arbitrator determines to be due under express provisions of the Plan
 and applicable Award Agreement.  The arbitrator shall have no authority to
 award any other damages, including without limitation, consequential and
 exemplary damages.  Any award in arbitration shall be subject to
 enforcement and appeal pursuant to the Act.
 
      (c) The Company and the Employee shall share equally all costs and
 fees charged by the Association or the arbitrator.
 
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      16. MISCELLANEOUS.  
 
      (a) AWARD AGREEMENT.  Upon executing an Award Agreement, an Employee
 shall be bound by such Agreement and by the applicable provisions of the
 Plan.
 
      (b) EMPLOYMENT.  The granting of an Award to an Employee shall not
 give the Employee any right to be retained in the employ of the Company or
 any Parent or Subsidiary, nor shall the existence of the Plan impair the
 right of the Company or any Parent or Subsidiary to discharge or otherwise
 deal with an Employee.
 
      (c) TAX WITHHOLDING.  The Company shall be authorized to withhold from
 any Award granted, or payment due, under the Plan the amount of any taxes
 required by law to be withheld because of such Award or payment and to take
 such other action as may be necessary in the opinion of the Company to
 satisfy all obligations for the payment of such taxes.
 
      (d) GOVERNING LAW.  The Plan is established under and shall be
 construed according to the laws of the State of Maine.
 
      (e) HEADINGS.  Paragraph headings are included solely for convenience
 and shall in no event affect, or be used in connection with, the
 interpretation of the Plan.