UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

                        [X] QUARTERLY REPORT PURSUANT TO
                           SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934.

                 For the quarterly period ended October 6, 2001

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      FOR THE TRANSITION PERIOD FROM ___ TO __

                     Commission File Number _______________


                            AHOLD LEASE U.S.A., INC.
             (Exact name of registrant as specified in its charter)


         Delaware                                       54-2002285
(State or other jurisdiction              (I.R.S. Employer  Identification No.)
of incorporation or organization)

14101 Newbrook Drive, Chantilly, Virginia                          20151-2224
(Address of principal executive offices)                           (Zip Code)

                                 (703) 961-6000
              (Registrant's telephone number, including area code)

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 for the past 90 days. Yes ( ) No (X)

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date: 100 shares of the Corporation's
common stock ($.01 par value) were outstanding as of November 19, 2001.

Registrant meets the conditions set forth in General Instruction H(1)(a) and (b)
of Form 10-Q and is  therefore  filing  this Form  with the  reduced  disclosure
format.



<PAGE>



                                      INDEX



PART I - FINANCIAL INFORMATION

   ITEM 1.  FINANCIAL STATEMENTS                                          PAGE
                                                                          ----

      Balance Sheets as of October 6, 2001 and December 31, 2000..............1
      Statements of Operations for the 12 Weeks Ended October 6, 2001 and
        the 40 Weeks Ended October 6, 2001....................................2
      Statements of Cash Flows for the 40 Weeks Ended October 6, 2001 and
        for the Period from August 1, 2000 (date of inception)
        to October 7, 2000....................................................3
      Notes to Financial Statements ..........................................4

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS.........................................6

   ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........6

PART II - OTHER INFORMATION ..................................................7

SIGNATURE ....................................................................8

<PAGE>






                          PART I FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>



<CAPTION>
                                                         AHOLD LEASE U.S.A., INC.
                                       BALANCE SHEETS AS OF OCTOBER 6, 2001 AND DECEMBER 31, 2000
                                                               (Unaudited)



                                                                         October 6, 2001         December 31, 2000
                                                                         ---------------         -----------------

<S>                                                                   <C>                    <C>
ASSETS
CURRENT ASSETS:
Cash.............................................................        $           327        $                 1
Miscellaneous receivable.........................................                 50,000                          -
                                                                       ---------------------    ---------------------
         Total Current Assets....................................                 50,327                          1
                                                                       ---------------------    ---------------------
OTHER ASSETS:
Deferred transaction closing costs-net...........................              4,844,039                  6,174,335
Deferred rent receivable.........................................             29,937,237                          -
                                                                       ---------------------    ---------------------
         Total Other Assets......................................             34,781,276                 6,174,335
                                                                       ---------------------    ---------------------
Total Assets.....................................................        $    34,831,603        $        6,174,336
                                                                       =====================    =====================
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Due (from) to Ahold U.S.A. Support Services, Inc.................        $       (65,472)       $        6,174,335
Due to Ahold Real Properties LLC.................................                 58,434                         -
Accrued expenses.................................................                 11,572                         -
                                                                       ---------------------    ---------------------
         Total Current Liabilities...............................                  4,534                 6,174,335
                                                                       ---------------------    ---------------------
DEFERRED RENT LIABILITY                                                       29,937,237                         -
                                                                       ---------------------    ---------------------
COMMITMENTS
SHAREHOLDER'S EQUITY:
Capital stock, 100 shares authorized and issued,
  par value $.01.................................................                      1                         1
Additional paid-in capital.......................................              4,988,039                         -
Accumulated deficit..............................................                (98,208)                        -
                                                                       ---------------------    ---------------------
         Total Shareholder's Equity..............................              4,889,832                         1
                                                                       ---------------------    ---------------------
Total Liabilities and Shareholder's Equity.......................        $    34,831,603        $        6,174,336
                                                                       =====================    =====================

</TABLE>

See notes to financial statements.






<PAGE>


<TABLE>
<CAPTION>

                                                       AHOLD LEASE U.S.A., INC.
                                                       STATEMENTS OF OPERATIONS
                             For the 12 Weeks Ended October 6, 2001 and the 40 Weeks Ended October 6, 2001
                                                          (Unaudited)

                                                                       12 Weeks Ended              40 Weeks Ended
                                                                       October 6, 2001             October 6, 2001
                                                                       ---------------             ---------------

<S>                                                           <C>                            <C>
REVENUE:
         Rental Income........................................      $        13,234,781           $        36,789,236
                                                                  --------------------------    -----------------------

OPERATING EXPENSES:
         Rental Expense.......................................              (13,234,781)                  (36,789,236)
         Amortization of deferred Closing Costs...............                  (51,460)                     (129,531)
         Other................................................                  (34,049)                      (34,149)
                                                                                                -----------------------
                                                                  --------------------------
         Total Operating Expenses.............................              (13,320,290)                  (36,952,916)
                                                                  --------------------------
                                                                                                -----------------------
LOSS BEFORE INCOME TAX BENEFIT................................                  (85,509)                     (163,680)
INCOME TAX BENEFIT............................................                   34,204                        65,472
                                                                  --------------------------    -----------------------
NET LOSS                                                            $           (51,305)          $           (98,208)
                                                                  ==========================    =======================

</TABLE>

See notes to financial statements.


                                       2
<PAGE>
<TABLE>


                                                       AHOLD LEASE U.S.A., INC.
                                                       STATEMENTS OF CASH FLOWS
                                              For the 40 Weeks Ended October 6,2001 and
                            for the Period from August 1, 2000 (date of inception) to October 7, 2000
                                                            (Unaudited)

                                                                                             For the Period from August
                                                                     40 Weeks Ended          1, 2000 (date of inception)
                                                                     October 6, 2001             to October 7, 2000
                                                                    -----------------       ------------------------------
<S>                                                              <C>                      <C>
OPERATING ACTIVITIES:
Net Loss ......................................................      $       (98,208)          $               -
Adjustments to reconcile net loss to net cash provided by
     (used in) operating activities:
         Amortization of closing costs.........................              129,531                           -
Changes in operating assets and liabilities:
         Increase in miscellaneous receivables.................              (50,000)
         Decrease (increase) in deferred transaction
                closing costs..................................            1,200,765                    (202,694)
         Increase in deferred rent receivable..................          (29,937,237)                          -
         Increase in deferred rent liability...................           29,937,237                           -
         Increase in accrued liabilities.......................               11,572                           -
                                                                   ---------------------     ----------------------------
         Net cash provided by (used in) operating activities...            1,193,660                    (202,694)
                                                                   ---------------------     ----------------------------
FINANCING ACTIVITIES:
         (Decrease) increase in due to Ahold U.S.A.
                 Support Services, Inc.........................           (6,239,807)                    202,694
         Increase in due to Ahold Real Properties LLC..........               58,434                           -
         Paid-in capital contributed by shareholder............            4,988,039                           -
         Shareholder's initial capitalization..................                    -                           1
                                                                   ---------------------     ----------------------------
         Net cash (used in) provided by financing activities...           (1,193,334)                    202,695
                                                                   ---------------------     ----------------------------
NET INCREASE IN CASH...........................................                  326                           1
Cash balance, beginning of period..............................                    1                           -
                                                                   ---------------------     ----------------------------
Cash balance, end of period....................................      $           327           $               1
                                                                   =====================     ============================
</TABLE>

See notes to financial statements.




                                       3

<PAGE>

                            AHOLD LEASE U.S.A., INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)

Note 1:  Organization and Business

     Ahold Lease  U.S.A.,  Inc.  (the  Company) is a wholly owned  subsidiary of
Ahold Real Estate Equities I, Inc.,  which is a wholly owned subsidiary of Ahold
U.S.A., Inc. and ultimately  Koninklijke Ahold N.V. (Royal Ahold). Ahold U.S.A.,
Inc.,  through  other wholly owned  subsidiaries  (the US Operating  Companies),
operates  retail food stores and operates as a food service  distributor  in the
United States. The Company was formed in August 2000; its sole business activity
is to lease  property from third parties and sublease such  properties to the US
Operating  Companies.  The Company's  operating  activities were nominal through
December 2000.

     In February  2001, the US Operating  Companies  sold their  interests in 46
retail food stores, office buildings and distribution facilities to unaffiliated
companies for approximately  $638 million in cash. The Company then leased these
properties from these unaffiliated entities and in turn subleased the properties
to the US Operating Companies.  Royal Ahold guaranteed the Company's obligations
under such third-party leases.

     On  September  28,  2001,  Ahold Real  Estate  Equities  I, Inc.,  the sole
shareholder of the Company, contributed additional paid-in capital in the amount
of  $4,988,039  to the  Company.  The proceeds  were used  primarily to pay down
intercompany debt outstanding to Ahold U.S.A. Support Services, Inc.

     The accompanying financial statements have been prepared in accordance with
accounting  principles  generally  accepted in the United  States of America for
interim financial information.  In the opinion of the Company's management,  the
financial  statements  reflect all  adjustments  necessary to present fairly the
results of operations for the 12 week and 40 week periods ended October 6, 2001,
the Company's  financial  position at October 6, 2001 and the cash flows for the
40 week period ended October 6, 2001 and the period August 1, 2000 to October 7,
2000.  The results of  operations  for the interim  periods are not  necessarily
indicative of the results of the entire year.

Note 2:  Summary of Significant Accounting Policies

     Fiscal Year. The Company's  fiscal year is a 52 or 53 week period ending on
the Sunday  nearest  December 31. For interim  reporting  purposes,  the Company
divides  its 52 week period  such that the first  quarter  contains 16 weeks and
each of the remaining three quarters contain 12 weeks.

     Cash. The Company considers all highly liquid investments  purchased with a
maturity of three months or less to be cash equivalents.

     Income  Taxes.  The  Company is  included  in the  consolidated  income tax
returns of Ahold  U.S.A.,  Inc. The Company  records an income tax  provision or
benefit for federal and state  income  taxes for  financial  reporting  purposes
based  upon a  stipulated  rate  provided  by Ahold  U.S.A.,  Inc.  Accordingly,
deferred  tax assets and  liabilities  are  recorded by Ahold  U.S.A.,  Inc. The
payable or  receivable  related to income taxes has been  included in the due to
affiliates balance.

     Use of Estimates. Management has made estimates and assumptions relating to
the reporting of assets and liabilities and the disclosure of contingent  assets
and  liabilities  in order to prepare these  financial  statements in conformity
with  generally  accepted  accounting  principles  used in the United  States of
America. Actual results could differ from these estimates.




                                      4


<PAGE>

     Rental  Revenue and Rental  Expense  Recognition.  Rental income and rental
expense is  recorded  on a  straight-line  basis  over the terms of the  leases,
although the lease terms require uneven rental payments over the term.

     Deferred  Transaction  Closing Costs.  Costs  associated with entering into
lease and sublease  agreements  are deferred  and are being  amortized  over the
lease  terms using the  straight-line  method.  At October 6, 2001,  the related
accumulated  amortization was $129,531.  During the 40 week period ended October
6, 2001,  the  Company  received  funds  from the  unaffiliated  companies  as a
reimbursement  for certain  transaction  closing  costs  which were  deferred at
December 31, 2000.

Note 3: Transactions with Affiliates

     The Company  participates  in a centralized  cash  management  program with
certain US Operating  Companies and Ahold U.S.A., Inc. under which substantially
all  operating  cash  receipts and  expenditures  are collected and disbursed by
Ahold U.S.A., Inc. Due to (from) affiliates included on the accompanying balance
sheets represent the balance of these net cash flows at the respective dates.

     Ahold U.S.A.,  Inc. provides  administrative and management support for the
Company, the costs of which are considered to be insignificant to the Company.

Note 4:  Leases

     The Company leased in 2001 certain retail food stores, office buildings and
distribution  facilities  (see Note 1). Such leases are for initial  terms of 25
years and require fixed  semi-annual  payments;  the leases also contain renewal
and  right of first  refusal  options  and  require  the  adherence  to  certain
covenants and  conditions.  Rental  expense is  recognized on the  straight-line
basis,  although  rental  payments  vary over the lease  terms.  The Company has
subleased all of these retail food stores,  office  buildings  and  distribution
facilities to the US Operating  Companies under  subleases,  which contain terms
similar to the Company's underlying leases.

     The approximate  future minimum lease payments and sublease rental receipts
under such operating leases and subleases are as follows (in thousands):

                                      Operating                Sublease
                                       Leases                  Receipts
                                    ---------------         ---------------
      Fiscal Year
         2001                       $    6,852                $    (6,852)
         2002                           46,141                    (46,141)
         2003                           63,163                    (63,163)
         2004                           44,809                    (44,809)
         2005                           49,006                    (49,006)
         Thereafter                 $1,207,703                ($1,207,703)



                                      5


<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The  following  analysis of financial  condition  and results of operations
should be read in conjunction with the financial  statements,  the related notes
and the other financial  information relating to the Company appearing elsewhere
in this Report on Form 10-Q.

Overview

     The  Company  is  a  wholly  owned  indirect   subsidiary  of  Royal  Ahold
incorporated on August 1, 2000 in the State of Delaware. It was incorporated for
the purpose of engaging in the leveraged lease transactions.  The Company has no
current  business  activities  other than leasing and subleasing the properties.
Prior to the completion of the leveraged lease transactions,  the Company had no
liabilities or income.

Results of Operations

     The Company is a newly incorporated  entity and had no business  activities
or  operations  prior to February  12, 2001 when it entered  into the  leveraged
lease  transactions.  In connection with the leveraged lease  transactions,  the
Company leased 46 properties from the relevant lessors pursuant to which it paid
rent and other  amounts to the  lessors.  The  Company in turn  subleased  those
properties to subsidiaries of Royal Ahold. The Company's total rental income for
the 12-week  period ended  October 6, 2001 was  $13,234,781  and for the 40-week
period ended October 6, 2001 was $36,789,236. The Company's total rental expense
for the 12-week period ended October 6, 2001 was $13,234,781 and for the 40-week
period ended October 6, 2001 was $36,789,236. All of the Company's rental income
and rental expense were attributable to its subleases and leases,  respectively,
of the 46 properties.  The Company had other operating  expenses,  primarily for
amortized  transaction closing costs associated with entering into the lease and
sublease agreements,  which were $85,509 for the 12-week period ended October 6,
2001 and $163,680 for the 40-week period ended October 6, 2001.

Liquidity and Capital Resources

     The Company is  responsible  for the payment of basic and  additional  rent
payable under the leases,  including all property taxes, operating costs and all
charges,  fees,  utilities,  insurance,  repair and maintenance  costs and other
expenses  associated  with the use,  possession,  control and  operation  of the
properties.  The Company has subleased each of the properties  under  "bondable"
triple-net  subleases that pass all financial and operational  obligations under
the leases to the  sublessee.  The  Company  believes  it has  adequate  capital
resources for the nature of its business and that funds from its operations will
be sufficient to provide for its operations.

     On  September  28,  2001,  Ahold Real  Estate  Equities  I, Inc.,  the sole
shareholder of the Company, contributed additional paid-in capital in the amount
of  $4,988,039  to the  Company.  The proceeds  were used  primarily to pay down
intercompany debt outstanding to Ahold U.S.A. Support Services, Inc.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Omitted pursuant to instruction H(2).


                                       6
<PAGE>


                           PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         As of the date of this report, the Company is not subject to any legal
         proceedings.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         Omitted pursuant to instruction H(2).

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Omitted pursuant to instruction H(2).

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

         Omitted pursuant to instruction H(2).

ITEM 5.  OTHER INFORMATION

         None.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         None.




                                       7
<PAGE>


                                    SIGNATURE


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.

                                        AHOLD LEASE U.S.A., INC.




Date:  November 20, 2001             /s/ Bart A.J. Kuper
                                     ----------------------------------------
                                     Bart A.J. Kuper
                                     Director, Secretary and Treasurer
                                     (Principal Financial Officer and
                                     Principal Accounting Officer)
                                     and Registrant's Authorized Officer





                                       8