UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 6-K

       REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                             Date: February 12, 2004

                        Commission File Number   001-12510
                                               ------------

                                   ROYAL AHOLD
                 -----------------------------------------------
                 (Translation of registrant's name into English)

               Albert Heijnweg 1, 1507 EH Zaandam, The Netherlands
               ---------------------------------------------------
                     (Address of principal executive office)




     Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.

                      Form 20-F   X             Form 40-F
                                 ---                       ---

     Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                        Yes                       No    X
                              ---                      ---

     If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-________.

<PAGE>
     On February 12, 2004, Koninklijke Ahold N.V. ("Royal Ahold" or the
"Company") issued a press release announcing that agreement has been reached
with the holders of the Company's cumulative preferred financing shares (the
"Preferred Shares") on the restructuring of the Preferred Shares. A copy of the
press release is attached hereto as Exhibit 99.1.

     This Form 6-K shall be deemed to be incorporated by reference into the
prospectuses forming a part of the Company's Registration Statements on Form F-3
and Form S-3 (No. 333-52934, No. 333-52934-01, No. 333-80245 and No.
333-80245-01) and the Company's Registration Statements on Form S-8 (No.
333-09774, No. 333-70636, No. 333-07214, No. 333-07212 and No. 033-41068) and to
be a part of such prospectuses from the date of the filing thereof.

<PAGE>
                                   SIGNATURES

     Pursuant to the requirements 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.


                                        KONINKLIJKE AHOLD N.V.


                                          /s/ H.R. Ryopponen
                                        ----------------------------------------
Date:  February 12, 2004                By:     H.R. Ryopponen
                                        Title:  Executive Vice President and CFO

<PAGE>
                                  EXHIBIT INDEX


The following exhibit has been filed as part of this Form 6-K:


Exhibit   Description
-------   -----------

99.1      Royal Ahold press release, dated February 12, 2004, announcing that
          agreement has been reached with the holders of the Company's Preferred
          Shares on the restructuring of the Preferred Shares