Exhibit 4.10

                      AHOLD FINANCE U.S.A., INC., as Issuer



                      KONINKLIJKE AHOLD N.V., as Guarantor


                                       and



                      THE CHASE MANHATTAN BANK, as Trustee



                           THIRD INDENTURE SUPPLEMENT



                          Dated as of December 15, 2000



                         Amending and Supplementing the

                        GUARANTEED SENIOR DEBT INDENTURE

                           Dated as of April 29, 1999







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         THIS THIRD SUPPLEMENTAL INDENTURE,  dated as of December 15, 2000 under
that certain  Indenture  (as defined in the first  recital)  among AHOLD FINANCE
U.S.A.,  INC., a corporation  organized under the laws of the State of Delaware,
as issuer (the "Issuer"),  KONINKLIJKE AHOLD N.V., a company organized under the
laws  of The  Netherlands  with  its  corporate  seat in  Zaandam  (municipality
Zaanstad),  The  Netherlands,  as  guarantor  (the  "Guarantor"),  and THE CHASE
MANHATTAN BANK, a New York banking corporation, as trustee (the "Trustee").


                              W I T N E S S E T H:
                              - - - - - - - - - -


          WHEREAS, the Issuer, the Guarantor and the Trustee are parties to that
certain  Guaranteed  Senior  Debt  Indenture  dated  as  of  April  29,1999,  as
supplemented by (1) the Indenture Supplement, dated April 29, 1999 providing for
the issuance of 6 1/4%  Guaranteed  Senior  Notes due 2009 and 67/8%  Guaranteed
Senior Notes due 2029 (the "Series  1999-A Notes" and the "Series 1999-B Notes",
respectively),  and (2) the 2000-A  Indenture  Supplement,  dated as of July 20,
2000, providing for the issuance of 8 1/4% Guaranteed Senior Notes due 2010 (the
"2000-A Notes"); and

          WHEREAS, Section 7.1(g) of the Indenture provides that the Issuer, the
Guarantor  and the  Trustee,  without  the  consent of the Holders of any of the
Securities at the time Outstanding,  may enter into an indenture supplemental to
change or eliminate any provisions or to make such other provisions in regard to
matters  arising  under the  Indenture as the Issuer or the  Guarantor  may deem
desirable and which shall not  adversely  affect the interests of the Holders of
the Securities at the time Outstanding; and

          WHEREAS,  in  accordance  with Section  7.1(g) of the  Indenture,  the
Issuer,  the Guarantor  and the Trustee wish to amend certain  provisions of the
Indenture; and

          WHEREAS,  amendments to certain provisions of the Indenture will apply
only to  Securities  of any  series  issued  on or  after  the date  hereof  and
therefore  shall not  adversely  affect  the  interests  of the  Holders  of the
Securities currently Outstanding;

          NOW, THEREFORE:

          In  consideration  of the premises and the purchases of the Securities
by the Holders thereof,  the Issuer and the Trustee mutually  covenant and agree
for the equal and proportionate  benefit of the respective  Holders from time to
time of the Securities as follows:

          SECTION 1.  Definitions.  (a) With  respect to any  Securities  of any
series issued on or after the date hereof,  Section 1.1 of the Indenture  hereby
is amended by amending and restating the  definition of "Business Day" contained
therein to read in its entirety as provided below.

          "Business Day" means, notwithstanding anything in the Indenture to the
contrary,  any day that is not a  Saturday  or  Sunday  and that is not a day on
which banking  institutions  in The  Netherlands or in the Borough of Manhattan,
City and State of New York are generally authorized or obligated by law to close
in the relevant  place of payment and, in relation to any payment or calculation
in euro, a day on which the Trans-European  Real-Time Automated Gross Settlement
Express Transfer (TARGET) system is open.

          (b) Section 1.1 of the Indenture hereby is further amended by amending
the definitions  listed below so as to read in their entirety as provided below.
For  avoidance of doubt,  such amended  definitions  shall be  applicable to the
Series  1999-A  Notes,  the Series  1999-B Notes and the 2000-A Notes and to any
Securities issued on or after the date hereof.

          "AEX-Stock  Exchange" means the Euronext  Amsterdam N.V. stock market,
formerly known as the Amsterdam Stock Exchange.

          "Parent Common  Shares" means the common  shares,  par value Euro 0.25
per share,  of the Guarantor,  as designated on the date hereof,  and all shares
resulting from any reclassification of such common shares.

          (c) Terms used herein and not otherwise  defined herein shall have the
meanings set forth in the Indenture.

          (d) All  references to  "Sections"  shall be to sections of this Third
Supplemental Indenture unless otherwise provided herein.

          SECTION 2. Further  Amendments to the Indenture.  The Indenture hereby
is further amended,  with respect to Securities of any series issued on or after
the date hereof, as follows:

          (a) Section 2.1 of the  Indenture  is hereby  amended by deleting  the
last sentence of the first paragraph therein in its entirety.

          (b) Section 3.4 of the Indenture is amended by (x) deleting the dollar
value  "$750,000,000" and by (y) inserting the dollar value  "$1,750,000,000" in
lieu thereof.

          SECTION 3. No Application of Certain  Amendments to Outstanding Notes.
For the avoidance of doubt, the amendment to Section 1.1 of the Indenture to the
extent effected by Section 1(a) of this Third Supplemental Indenture, as well as
the amendments to Sections 2.1 and 3.4 of the Indenture effected by Section 2 of
this Third Supplemental Indenture shall have no application to the Series 1999-A
Notes, the Series 1999-B Notes and the 2000-A Notes, and the amended  provisions
of the Indenture  specified in this sentence,  to the extent amended pursuant to
Section 1(a) or 2 of this Third Supplemental  Indenture,  shall be deemed not to
have been so amended with respect to the Series 1999-A Notes,  the Series 1999-B
Notes and the 2000-A Notes.

          SECTION 4. Modification and Ratification of Indenture. As supplemented
and  modified by this Third  Supplemental  Indenture,  the  Indenture  is in all
respects ratified and confirmed, and, subject to Section 3 hereof, the Indenture
as so supplemented  and modified by this Third  Supplemental  Indenture shall be
read,  taken and  construed as one and the same  instrument in the manner and to
the extent herein and therein provided.

          SECTION 5.  Counterparts.  This Third  Supplemental  Indenture  may be
executed  in any  number of  counterparts,  each of which so  executed  shall be
deemed to be an original but all of which shall together  constitute but one and
the same instrument.

          SECTION  6.  Governing  Law.  As  provided  in  Section  13.8  of  the
Indenture,  this Third  Supplemental  Indenture shall be deemed to be a contract
under the laws of the State of New York, and for all purposes shall be construed
in accordance with the laws the State of New York.

                                      * * *

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          IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Third
Supplemental Indenture to be duly executed, as of December 15, 2000.



                                        AHOLD FINANCE U.S.A., INC.
                                          as Issuer



                                        By:
                                          ------------------------------
                                          Name:
                                          Title:




                                        KONINKLIJKE AHOLD N.V.
                                          as Guarantor



                                        By:
                                          ------------------------------
                                          Name:
                                          Title:




                                        THE BANK OF NEW YORK
                                          as Trustee



                                        By:
                                          ------------------------------
                                          Name:
                                          Title: