Exhibit 4.4



                             KONINKLIJKE AHOLD N.V.,
                                    as Issuer


                                       and



                              THE BANK OF NEW YORK,
                                   as Trustee



                            SERIES 1998-A SUPPLEMENT



                         Dated as of September 30, 1998



                                       to

                           SUBORDINATED DEBT INDENTURE

                         Dated as of September 30, 1998

                   3% Convertible Subordinated Notes due 2003
<PAGE>
          Series 1998-A Supplemental  Indenture (the "Series 1998-A Supplement")
dated as of September 30, 1998 under that certain  Subordinated  Debt  Indenture
(as  defined in the first  recital)  by and between  KONINKLIJKE  AHOLD N.V.,  a
company  organized under the laws of The Netherlands  with its corporate seat in
Zaandam (municipality Zaanstad), The Netherlands (the "Issuer"), and The Bank of
New York, a New York banking corporation (the "Trustee").

          WHEREAS  the  Issuer  and the  Trustee  are  parties  to that  certain
Subordinated Debt Indenture dated as of September 30,1998 (the "Indenture");

          WHEREAS,  Section 2.5 of the Indenture  provides,  among other things,
that the Issuer and the Trustee may enter into an indenture  supplemental to the
Indenture for the purpose of  authorizing a series of Securities  and to specify
terms of such series of Securities;

          WHEREAS , the Issuer has duly  authorized the creation of series of 3%
Convertible Subordinated Notes due 2003 as provided hereto;

          WHEREAS,  the Issuer and the Trustee are executing and delivering this
Series  1998-A  Supplement  in order to provide for such  series of  Convertible
Subordinated Notes;

          NOW, THEREFORE,  for good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged,  the Issuer and the Trustee hereby
agree as follows:

          SECTION 1. Definitions.  The following  definitions  (except as herein
otherwise  expressly  provided or unless the context otherwise clearly requires)
for all purposes of the  Indenture and this Series  1998A-Supplement  shall have
the  respective  meanings  specified in this Section.  Terms used herein and not
otherwise defined herein shall have the meanings set forth in the Indenture. All
references  to  "Sections"  shall  be to the  sections  of  this  Series  1998-A
Supplement unless otherwise provided herein.

          "American  Depositary  Note Receipts"  means American  Depositary Note
     Receipts  issued  by the Note  Depositary  evidencing  American  Depositary
     Notes.

          "American  Depositary  Notes" means the  securities  representing  the
     interest in the Convertible Notes deposited with the Note Depositary.

          "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.

          "Cedel Bank" means Cedel Bank, S.A. (formerly known as Cedel, S.A.).

          "Change of Control"  will be deemed to have  occurred when (i) Control
     of the  Issuer is  acquired  or deemed to be held by any  Person or Persons
     acting in concert which at the date of issue of the Convertible Notes do or
     does not have (and  would not be deemed  to have)  such  control,  (ii) the
     Issuer  consolidates  with or  merges  into or  sells or  transfers  all or
     substantially  all  of  its  assets  to  any  other  Person,   unless  such
     consolidation,  merger,  sale or  transfer  will not  result in such  other
     Person or  Persons  acquiring  Control  over the  Issuer  or the  successor
     entity; or (iii) the legal or beneficial  ownership of all or substantially
     all of the  capital  stock of the Issuer is  acquired  by one or more other
     Persons;  provided,  however, no "Change of Control" will be deemed to have
     occurred  solely as a result of either (i) the  issuance or transfer  (with
     the  cooperation  of the Issuer) of any preferred  shares in the capital of
     the  Issuer  or (ii)  the  Issuer  abandoning,  limiting  or  changing  the
     "structure  regime"  at  the  proposal  of  the  Executive  Board  and  the
     Supervisory  Board.  Notwithstanding  anything  in  the  Indenture  to  the
     contrary, for purposes of this definition, the term "Person" shall have the
     meaning specified in Section 5.

          "Common  Depositary"  means The Bank of New York,  London  branch,  as
     common depositary on behalf of Euroclear and Cedel Bank.

          "Common   Depositary   Global  Security"  means  the  Global  Security
     evidencing  Convertible  Notes that is  registered in the name of a nominee
     for, and deposited with, the Common Depositary.

          "Compensation Amount" has the meaning specified in Section 4.

          "Control"  means (i) the right to  appoint  and/or  remove  all or the
     majority of the members of the Supervisory Board and/or the Executive Board
     or  other  governing  body  of the  Issuer  whether  obtained  directly  or
     indirectly  and  whether  obtained  by  ownership  of  share  capital,  the
     possession  of voting  right,  contract or  otherwise or (ii) control of or
     right to otherwise control the affairs and policies of the Issuer.

          "Conversion  Agent" means The Bank of New York and ABN AMRO Bank N.V.,
     singularly or collectively  as the context may require,  and any additional
     or successor  conversion agents as may be appointed by the Issuer from time
     to time.

          "Conversion Notice" has the meaning specified in Section 7.

          "Convertible Notes" has the meaning specified in Section 2.

          "Custodian  Global  Security"  means the  Global  Security  evidencing
     Convertible  Notes that is  registered  in the name of a nominee  for,  and
     deposited with, the Note Custodian.

          "Euroclear" means The Euroclear System.

          "Guilder" or "NLG" means the coin or currency of The Netherlands as of
     the time of payment is legal  tender for the  payment of public and private
     debt.

          "Note  Custodian" means The Bank of New York as custodian for the Note
     Depositary under the Note Deposit Agreement.

          "Note  Deposit  Agreement"  means the Deposit  Agreement,  dated as of
     September 30, 1998,  among the Issuer,  the Note  Depositary and all owners
     and  beneficial  owners  from  time  to time of  American  Depositary  Note
     Receipts issued thereunder.

          "Note  Depositary"  means The Bank of New York as depositary under the
     Note Deposit Agreement.

          "Supervisory   Board"   means   the   Supervisory   Board   (Raad  van
     Commissarissen) of the Issuer.

          "Trading  Price"  means  the  arithmetic  mean of the  official  daily
     closing  prices quoted for the Common Shares on the AEX-Stock  Exchange for
     10  consecutive  trading  days  ending on  September  25,  2003,  the third
     Business Day immediately preceding maturity.

          SECTION 2.  Creation  of Series  1998-A.  There is hereby  created for
issuance under this Series 1998-A  Supplement a series of Securities  designated
3% Convertible Subordinated Notes due 2003 (the "Convertible Notes").

          As provided in Section 2.5 of the  Indenture,  the following  terms of
such Convertible Notes are established hereby:

          (1)  the  title  of the  Convertible  Notes  shall  be 3%  Convertible
     Subordinated Notes due 2003;

          (2) the aggregate  principal amount of the Convertible  Notes that may
     be  authenticated  and delivered  under this Indenture shall not exceed one
     billion four hundred  ninety-five  million  Guilders  (NLG  1,495,000,000),
     except for Convertible Notes  authenticated and delivered upon registration
     of transfer of, or in exchange for, or in lieu of, other  Convertible Notes
     pursuant to Section 2.10, 2.11, 2.13 or 10.3 of the Indenture;

          (3) the principal of the  Convertible  Notes shall be paid at maturity
     on September 30, 2003 as provided in Section 4 below;

          (4) the  Convertible  Notes will bear  interest  at the rate of 3% per
     annum;  the  interest  payment  date  shall be  September  30 of each year,
     commencing  September 30, 1999 and the record date for the determination of
     Holders to whom  interest is payable  shall be the close of business of the
     preceding September 15; interest shall accrue from September 30, 1998;

          (5) payment of principal and interest on the  Convertible  Notes shall
     be payable at the Corporate Trust Office and at the office of ABN AMRO Bank
     N.V., as paying agent in The Netherlands;

          (6) the  Convertible  Notes shall be  redeemable  at the option of the
     Issuer as  provided  in Section  10.7 of the  Indenture  and as provided in
     Section 6 below;

          (7) the Issuer shall be obligated to redeem the  Convertible  Notes at
     the option of a Holder thereof as provided in Section 5 below;

          (8) the  Convertible  Notes  shall be  convertible  into Shares at the
     option of Holders thereof as provided in Section 7 below;

          (9) the  Convertible  Notes  shall  be  denominated  in  Guilders  and
     payments of the principal of and interest on the Convertible Notes shall be
     payable in Guilders,  and if the Guilder is replaced by the euro,  payments
     of principal  and interest  on, and all  calculations  with respect to, any
     Convertible Note that would otherwise be made in Guilders shall be effected
     or  made in  euros  at  such  time as is  required  by,  and  otherwise  in
     conformity with, legally applicable  measures adopted with reference to the
     third stage of European  Monetary Union and in accordance with  conventions
     then  applicable  to  instruments  denominated  in euro as  notified to the
     Noteholders and approved by the Trustee;

          (10) the  Convertible  Notes are to be issued in the form of two fully
     registered  Global  Securities  consisting of the Common  Depositary Global
     Security and the  Custodian  Global  Security as provided in Section 3; the
     Depositary  for  the  Common  Depositary  Global  Security  is  the  Common
     Depositary  and the  nominee  of such  Depositary  is The  Bank of New York
     Depository  (Nominees)  Limited;  the Depositary  for the Custodian  Global
     Security  is the Note  Custodian  and the nominee  for such  Depositary  is
     Depositary Nominee Inc.;

          (11) the principal of and accrued  interest on the  Convertible  Notes
     may be paid at maturity,  at the election of the Issuer,  in Common Shares,
     as provided in Section 4 below;

          (12) the ISIN/CINS number for the Convertible Notes is XS0090798405;

          (13) the Convertible  Notes may be issued at various times,  but shall
     otherwise be identical except for denomination; and

          (14) for so long as the Convertible  Notes are listed on the AEX-Stock
     Exchange,  the Issuer shall maintain a paying agent and a conversion  agent
     in The  Netherlands;  the  Issuer  hereby  appoints  ABN AMRO Bank N.V as a
     paying agent and conversion  agent in The  Netherlands  and The Bank of New
     York as  conversion  agent in New York;  the  Trustee  hereby  acknowledges
     receipt of notice of the foregoing.

          SECTION 3. Global Security.  (a) The Convertible  Notes will be issued
in the form of two fully registered Global Securities,  consisting of the Common
Depositary  Global  Security and the Custodian  Global  Security (each a "Global
Security" and,  collectively,  the "Global  Securities").  The Common Depositary
Global  Security  will be  deposited  with the  Common  Depositary  on behalf of
Euroclear and Cedel Bank, and registered in the name of the Common Depositary or
its nominee.  The  Custodian  Global  Security  will be deposited  with the Note
Custodian,  and  registered  in the name of the Note  Custodian  or its nominee.
Except as set forth herein, a Global Security may be transferred,  in whole, but
not in part,  only to a nominee of the relevant  Depositary or to a successor of
such Depositary or its nominee.

          (b) The respective  principal amounts of each of the Global Securities
may be increased or decreased  by  endorsement  by the Trustee on the  schedules
affixed to each of the Global  Securities (or on continuations of such schedules
affixed to each of such Global Securities) of appropriate  notations  evidencing
the dates and amounts of such increases and decreases.

          (c) Upon  receipt  by the  Trustee of a written  notice  from the Note
Depositary to the effect that an owner of American  Depositary Note Receipts has
exercised  such  owner's  right to  withdraw  all or a portion of the  principal
amount of the Convertible Notes (the "Withdrawn  Convertible  Notes") underlying
the  American  Depositary  Notes  evidenced  by such  American  Depositary  Note
Receipts,  the Trustee  shall (1) reduce the aggregate  principal  amount of the
Custodian  Global Security,  (2) increase the aggregate  principal amount of the
Common Depositary Global Security, (3) endorse the appropriate schedules affixed
to each of such Global  Securities in the amount of such reduction and increase,
respectively,  as provided in paragraph (b) above,  and (4) cause to be credited
to the  account of the  person  specified  in the  written  notice a  beneficial
interest in the Common Depositary Global Security in the principal amount of the
Withdrawn Convertible Notes.

          (d) Upon receipt by the Trustee of a written  order from  Euroclear or
Cedel Bank,  as the case may be, on behalf of an owner of a beneficial  interest
in the Common  Depositary  Global  Security to transfer all or a portion of such
beneficial  interest to the Note  Custodian in  connection  with deposit by such
owner  of  the  corresponding   Convertible  Notes  under  the  Note  Depositary
Agreement,  the Trustee shall (1) reduce the aggregate  principal  amount of the
Common Depositary Global Security,  (2) increase the aggregate  principal amount
of the Custodian Global Security,  (3) endorse the appropriate schedules affixed
to each of such Global  Securities  in the amount of the reduction and increase,
respectively,  as  provided  in  paragraph  (b)  above,  and (4) notify the Note
Depositary  and the Note  Custodian and cause the Note  Depositary to deliver to
the person  specified in the written  order  American  Depositary  Note Receipts
evidencing the number of American  Depositary  Notes for the relevant  principal
amount of Convertible Notes so deposited.

          (e)  Notwithstanding any provisions of this Section 3 to the contrary,
the Note Custodian may at any time or from time to time, in the sole  discretion
of the Note  Custodian,  beneficially  own an interest in the Common  Depositary
Global  Security by maintaining a position in  Convertible  Notes in one or more
accounts held by the Note Custodian,  Euroclear  and/or Cedel Bank to facilitate
settlement of  cross-market  transfers  and, if so, may  determine,  in its sole
discretion,  that an increase or decrease in the aggregate  principal  amount of
the Common Depositary Global Security and corresponding  increase or decrease in
the  aggregate  principal  amount of the  Custodian  Global  Security that would
otherwise  be  required  pursuant  to  this  Section  3 is not  required  or may
determine  to  increase  or  decrease  the  aggregate  principal  amounts of the
relevant  Global  Securities by an amount  different  from the amount  otherwise
specified in this Section 3.

          (f)  If  any  beneficial  interest  in the  Common  Depositary  Global
Security or the Custodian  Global Security is redeemed or converted into Shares,
the aggregate  principal  amount of the  Convertible  Notes  represented  by the
relevant  Global  Security  shall be reduced and the Trustee  shall  endorse the
schedule  affixed  to  such  relevant  Global  Security  in the  amount  of such
reduction as provided in paragraph (b) above.

          (g) Interests in the Global  Securities  will be exchangeable in whole
(without charge to any Holder) for Convertible Note  certificates only if (i) an
Event of  Default  has  occurred  and is  continuing  or (ii) in the case of the
Common Depositary Global Security,  Euroclear or Cedel Bank, as the case may be,
is closed for business for a continuous  period of 14 days (other than by reason
of legal holidays) or announces an intention permanently to cease business,  and
the Trustee has  received a notice from the  beneficial  owners of the  relevant
Global  Security  requesting an exchange of such Global  Security for individual
Convertible  Note  certificates.  In such  circumstances,  the  relevant  Global
Security  shall be  exchanged  in full for  Convertible  Note  certificates,  in
accordance with the terms of the Indenture,  and the Issuer will, at the cost of
the Issuer (but against such  indemnity as the Trustee may require in respect of
any tax, fee,  assessment,  charge or other duty of whatever nature which may be
levied  or  imposed  in  connection  with  such  exchange),   cause   sufficient
Convertible  Note  certificates  to be executed and delivered to the Trustee for
completion, authentication and dispatch to the relevant beneficial owners within
30 days of the relevant  event. A person having an interest in a Global Security
must  provide  the  Issuer  and the  Trustee  with a  written  order  containing
instructions  and such  other  information  as the Issuer  and the  Trustee  may
require to complete, execute and deliver such Convertible Note certificates.

          (h)  Notwithstanding the provisions of Section 3.1 of the Indenture to
the contrary,  as long as any Convertible  Notes are evidenced by (1) the Common
Depositary  Global Security,  each payment of interest on such Convertible Notes
will be paid by the Trustee or the relevant paying agent by wire transfer to the
respective  accounts of Euroclear and Cedel Bank, which payment will be credited
to the accounts of the Euroclear and Cedel Bank  participants in accordance with
the relevant clearing systems' rules and procedures and (2) the Custodian Global
Security, each payment of interest on such Convertible Notes will be paid by the
Trustee or the relevant paying agent by wire transfer to the Note Custodian.

          SECTION  4.  Redemption  at  Maturity.   Unless  previously  redeemed,
converted or purchased and canceled as herein  provided,  the Issuer will redeem
the Convertible  Notes at their principal  amount together with interest accrued
to the date of such  redemption on September  30, 2003.  The Issuer may elect to
deliver Common Shares plus payment of a Compensation Amount upon the maturity of
the  Convertible  Notes instead of redeeming the  Convertible  Notes for cash at
their  aggregate  principal  amount together with accrued  interest.  The Issuer
shall  exercise this  election by giving an  irrevocable  written  notice to the
Trustee,  no later than  September 10, 2003.  The Trustee shall publish no later
than  September 15, 2003 notice of such  election in accordance  with the notice
provisions  as provided in Section 8 below and  Section  10.2 of the  Indenture.
Failure to give such notice to the Trustee by September  10, 2003 and to publish
such  notice by  September  15,  2003,  will be deemed to be an  election of the
Issuer to redeem the  Convertible  Notes on September 30, 2003 for cash at their
aggregate principal amount together with accrued interest.

          If  the  Issuer  elects  to  deliver   Common  Shares  and  to  pay  a
Compensation  Amount,  the Issuer shall, on September 30, 2003, deliver for each
NLG 1,000 principal amount of Convertible Notes outstanding the number of Common
Shares which correspond to such principal amount of Convertible Notes divided by
the  Conversion  Price and pay a  Compensation  Amount  per NLG 1,000  principal
amount  of  Convertible  Notes  which  shall be  calculated  on the basis of the
following formula:

          K = NLG 1,000 - (NxT)

          where

          K = the Compensation Amount
          N = the number of Common Shares delivered, and
          T = the Trading Price;

provided,  however,  under no circumstances will the Compensation Amount be less
than zero.

          SECTION  5.  Change of  Control.  Upon the  occurrence  of a Change of
Control,  the Issuer shall (i) notify the Trustee  promptly after becoming aware
of the event  giving  rise to the Change of  Control,  (ii) fix a date for early
redemption  of the  Convertible  Notes and notify the Trustee of such date,  and
(iii) at the option of the Holder of a Convertible  Note redeem such Convertible
Note on the date fixed for early  redemption at its principal  amount,  together
with  interest  accrued to such date.  The Trustee  shall  promptly  publish the
notice of such redemption in accordance with the notice provisions  described in
Section 8 below and Section 10.2 of the Indenture.  The date fixed by the Issuer
for early redemption of the Convertible  Notes shall be not more than sixty (60)
days nor less than  thirty  (30) days  following  the date upon which the Issuer
notifies the Trustee of the relevant Change of Control. For the purposes of this
Section, the term "Person" includes any individual,  company, corporation, firm,
partnership, joint venture, undertaking, association, organization, trust, state
or  agency  of a state  (in each case  whether  or not  being a  separate  legal
entity),  but does not include the Supervisory Board or any other supervisory or
governing  board of the Issuer and does not  include the  Issuer's  wholly-owned
direct or indirect subsidiaries.

          SECTION 6. Optional Redemption.  The Convertible Notes are redeemable,
at the option of the  Issuer,  in whole but not in part,  as provided in Section
10.7 of the  Indenture.  Except as provided in Section  10.7 of the  Subordinate
Debt Indenture,  the Convertible Notes are not redeemable by the Issuer prior to
September 30, 2001. Thereafter, the Convertible Notes will be redeemable, on not
less than 30 days'  notice and not more than 60 days'  notice,  at the option of
the  Issuer,  in whole  but not in part at any  time,  at the  principal  amount
thereof,  together  with  accrued  interest to the  redemption  date.  Except as
provided in Section 8, notice of such  redemption  shall be given as provided in
Section 10.2 of the Indenture.

          SECTION  7.  Conversion   Rights.   The  Convertible   Notes  will  be
convertible  into  Common  Shares  or ADSs at the  election  of the  Holder,  in
accordance with Article Eleven of the Indenture,  at any time prior to September
25, 2003,  the third  Business Day prior to the maturity  date (subject to prior
redemption  by the Issuer on not less than 30 days'  notice and not more than 60
days' notice) in whole or in part (but only in integral multiples of NLG 1,000),
initially  at a  Conversion  Price of NLG 64.42 per  Common  Share,  subject  to
adjustment  in  certain  circumstances  as  described  in  Section  11.4  of the
Indenture.  The right to convert  Convertible  Notes called for redemption  will
terminate  at the  close of  business  on the  third  Business  Day prior to the
redemption  date and will be lost if not exercised  prior to that time.  Holders
will be given notice of any such  adjustment  as provided in Section 11.4 of the
Indenture, except as otherwise provided in Section 8 below.

          Subject to the requirements of Euroclear and Cedel Bank, an owner of a
beneficial  interest in the Common  Depositary Global Security may exercise such
owner's conversion rights with respect to such beneficial interest by presenting
to any  Conversion  Agent a notice of conversion in  substantially  the form set
forth in Section 2.15 of the Indenture (a "Conversion  Notice"),  duly completed
by or on behalf of the account  holder in Euroclear  or Cedel Bank,  as the case
may be. The Note  Custodian  may  exercise  conversion  rights  with  respect to
beneficial  interests in the  Custodian  Global  Security by  presenting  to any
Conversion Agent a Conversion  Notice,  duly completed by or on behalf of owners
of American Depositary Note Receipts issued under the Note Deposit Agreement. In
the event Convertible Notes are issued in definitive form, a Holder may exercise
such  Holder's  conversion  right by  delivering  the  Convertible  Notes at the
specified  office of any  Conversion  Agent,  accompanied  by a duly  signed and
completed  Conversion Notice. The conversion date shall be the date on which the
Convertible Notes and the duly signed and completed Conversion Notice shall have
been so delivered.

          Notwithstanding  the provisions of Section 11.4(g) of the Indenture to
the contrary, all calculations under Section 11.4 of the Indenture shall be made
to the nearest cent and/or the nearest  hundredth of a euro once the Guilder has
been redenominated into euro.

          SECTION 8. Notices.  Notwithstanding  anything in the Indenture to the
contrary,  notices to the Holders  shall be given by  delivery  of the  relevant
notice,  so  long  as  Convertible  Notes  are in the  form  of (1)  the  Common
Depositary  Global  Security,  to Euroclear and Cedel Bank for  communication by
them to their respective  participants and (2) the Custodian Global Security, to
the Note Depositary;  provided always that, so long as the Convertible Notes are
listed on the  AEX-Stock  Exchange,  and the  AEX-Stock  Exchange  so  requires,
notices to the Holders  will also be  published  in a leading  newspaper  having
general  circulation  in The  Netherlands,  in the  Official  Price  List of the
AEX-Stock Exchange and in an English language  newspaper of general  circulation
in  Europe.  Any such  notice  shall be deemed to have been given on the date of
such publication in the Official Price List of the AEX-Stock Exchange.

          SECTION 9. Modification and Ratification of Indenture. As supplemented
and modified by this Series 1998-A Supplement,  the Indenture is in all respects
ratified and  confirmed,  and the Indenture as so  supplemented  and modified by
this Series 1998-A  Supplement shall be read, taken and construed as one and the
same instrument.

          SECTION  10.  Counterparts.  This  Series  1998-A  Supplement  may  be
executed in any number of counterparts each of which so executed shall be deemed
to bean original but all of such counterparts shall together  constitute but one
and the same instrument.

          SECTION  11.  Governing  Law.  As  provided  in  Section  13.8  of the
Indenture,  this Series 1998-A  Supplement  and each  Convertible  Note shall be
construed  in  accordance  with the laws the State of New York,  except  for the
provisions  contained in the Indenture or in the  Convertible  Notes relating to
the  subordination  of the  Convertible  Notes  which  shall be  governed by and
construed in accordance with the laws of The Netherlands.

<PAGE>

          IN WITNESS WHEREOF,  the parties hereto have caused this Series 1998-A
Supplement to be duly executed, all as of September 30, 1998.



                                             KONINKLIJKE AHOLD N.V.



                                             By:   /s/ Jeanette J. Bos
                                                -------------------------------
                                                Name:  Jeanette J. Bos
                                                Title:




                                             THE BANK OF NEW YORK
                                               as Trustee



                                             By:  /s/  Thomas E. Tabor
                                                -------------------------------
                                                Name:     Thomas E. Tabor
                                                Title:  Assistant Vice President