Exhibit 4.6





                             KONINKLIJKE AHOLD N.V.,
                                    as Issuer


                                       and



                              THE BANK OF NEW YORK,
                                   as Trustee



                          THIRD SUPPLEMENTAL INDENTURE


                         -------------------------------

                          Dated as of December 15, 2000

                         -------------------------------




                         Amending and Supplementing the

                           SUBORDINATED DEBT INDENTURE

                         Dated as of September 30, 1998


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          THIS THIRD  SUPPLEMENTAL  INDENTURE,  dated as of December 15, 2000 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").


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

          WHEREAS,  the  Issuer and the  Trustee  are  parties  to that  certain
Subordinated Debt Indenture dated as of September 30, 1998 (the "Indenture"), as
supplemented  by the Series 1998-A  Supplement,  dated as of September 30, 1998,
providing for the issuance of 3%  Convertible  Subordinated  Notes due 2003 (the
"1998-A Notes"), as further supplemented by the Series 2000-A Supplement,  dated
as of May 19, 2000,  providing for the issuance of 4%  Convertible  Subordinated
Notes due 2005 (the "2000-A Notes"); and

          WHEREAS,  Section 7.1(f) of the Indenture provides that the Issuer 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 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(f) of the  Indenture,  the
Issuer 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  "Borrowed  Moneys"
contained therein to read in its entirety as provided below.

          "Borrowed  Moneys" means any  indebtedness  for borrowed money with an
original maturity of 12 months or more, the aggregate  principal amount of which
is greater than U.S.$100,000,000 or the equivalent thereof in any other currency
or currencies.

          (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 1998-A Notes and the Series 2000-A Notes.

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

          "Common  Shares" means the common  shares,  par value  Euro 0.25  per
share, of the Issuer, 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 4.1(a) of the Indenture is amended as follows: by deleting
the number "14" and by inserting the number "30" in lieu thereof.

          (b) Section 4.1(b) of the Indenture is amended as follows: by deleting
the number "14" and by inserting the number "30" in lieu thereof.

          (c) Section 4.1(c) of the Indenture is amended as follows: by deleting
the number "14" and by inserting the number "30" in lieu thereof.

          (d) Section 4.1(d) of the Indenture is amended as follows: by deleting
the number "30 " and by inserting the number "90" in lieu thereof.

          SECTION 3. No Application to Outstanding  Notes.  For the avoidance of
doubt, the amendments to Sections 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 4.1(a),  4.1(b), 4.1(c) and 4.1(d) of the Indenture effected by Section
2 of this Third  Supplemental  Indenture shall have no application to the 1998-A
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 1998-A 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,  except for the  provisions
contained herein relating to the  subordination of the Securities which shall be
governed by and construed in accordance with the laws of The Netherlands.

                                      * * *

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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.



                                           KONINKLIJKE AHOLD N.V.
                                             as Issuer



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




                                           THE BANK OF NEW YORK
                                             as Trustee



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