Exhibit 25.4

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                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|



                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                        13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                                    10286
(Address of principal executive offices)                         (Zip code)


                             KONINKLIJKE AHOLD N.V.
               (Exact name of obligor as specified in its charter)

                                   Royal Ahold
               (Exact name of obligor as specified in its charter)

The Netherlands                                              Not Applicable
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

Albert Heijnweg 1
1507 EH Zaandam
The Netherlands
(Address of principal executive offices)                     (Zip code)


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


Delaware                                                     58-2434256
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)


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


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                     Guaranteed Subordinated Debt Securities
                       (Title of the indenture securities)

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1.   General information. Furnish the following information as to the Trustee:

     (a)  Name and address of each examining or  supervising  authority to which
          it is subject.

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                  Name                                  Address
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Superintendent of Banks of the State of      2 Rector Street, New York,
New York                                     N.Y.  10006, and Albany, N.Y. 12203

Federal Reserve Bank of New York             33 Liberty Plaza, New York,
                                             N.Y.  10045

Federal Deposit Insurance Corporation        Washington, D.C.  20429

New York Clearing House Association          New York, New York   10005

     (b)  Whether it is authorized to exercise corporate trust powers.

          Yes.

2.   Affiliations with Obligor.

     If  the  obligor  is an  affiliate  of  the  trustee,  describe  each  such
affiliation.

     None.

16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission,  are
     incorporated  herein by  reference as an exhibit  hereto,  pursuant to Rule
     7a-29  under the Trust  Indenture  Act of 1939  (the  "Act")  and 17 C.F.R.
     229.10(d).

     1.   A copy  of  the  Organization  Certificate  of The  Bank  of New  York
          (formerly  Irving Trust Company) as now in effect,  which contains the
          authority  to  commence  business  and a grant of powers  to  exercise
          corporate  trust  powers.  (Exhibit 1 to  Amendment  No. 1 to Form T-1
          filed with Registration  Statement No. 33-6215,  Exhibits 1a and 1b to
          Form T-1 filed with Registration  Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The  consent of the  Trustee  required  by Section  321(b) of the Act.
          (Exhibit  6  to  Form  T-1  filed  with  Registration   Statement  No.
          33-44051.)

     7.   A copy of the latest  report of  condition  of the  Trustee  published
          pursuant to law or to the requirements of its supervising or examining
          authority.



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                                    SIGNATURE



     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation  organized  and existing  under the laws of the State of New York,
has duly caused this  statement of eligibility to be signed on its behalf by the
undersigned,  thereunto duly authorized,  all in The City of New York, and State
of New York, on the 13th day of December, 2000.


                                        THE BANK OF NEW YORK



                                        By: /s/  STEPHEN J. GIURLANDO
                                            -----------------------------
                                            Name:    STEPHEN J. GIURLANDO
                                            Title:   VICE PRESIDENT

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                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,  at the close of business  September 30,
2000,  published in accordance  with a call made by the Federal  Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

ASSETS                                                        Dollar Amounts
                                                                In Thousands
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin..         $4,194,838
   Interest-bearing balances...........................          4,596,320
Securities:
   Held-to-maturity securities.........................            837,052
   Available-for-sale securities.......................          4,877,379
Federal funds sold and Securities purchased under
   agreements to resell................................          3,085,401
Loans and lease financing receivables:
   Loans and leases, net of unearned
     income.........................37,707,721
   LESS: Allowance for loan and
     lease losses...................   598,990
   LESS: Allocated transfer risk
     reserve........................    12,370
   Loans and leases, net of unearned income,
     allowance, and reserve............................         37,096,361
Trading Assets.........................................         10,039,718
Premises and fixed assets (including capitalized
   leases).............................................            740,743
Other real estate owned................................              4,714
Investments in unconsolidated subsidiaries and
   associated companies................................            178,845
Customers' liability to this bank on acceptances
   outstanding.........................................            887,442
Intangible assets......................................          1,353,079
Other assets...........................................          4,982,250
                                                               -----------
Total assets...........................................        $72,874,142
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LIABILITIES
Deposits:
   In domestic offices.................................        $26,812,643
   Noninterest-bearing..............11,206,758
   Interest-bearing.................15,605,885
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................         26,338,068
   Noninterest-bearing.................520,061
   Interest-bearing.................25,818,007
Federal funds purchased and Securities sold under
   agreements to repurchase............................          1,789,285
Demand notes issued to the U.S.Treasury................            100,000
Trading liabilities....................................          2,440,940
Other borrowed money:
   With remaining maturity of one year or less.........          1,581,151
   With remaining maturity of more than one year
     through three years...............................                  0
   With remaining maturity of more than three years....             31,080
Bank's liability on acceptances executed and
   outstanding.........................................            889,948
Subordinated notes and debentures......................          1,652,000
Other liabilities......................................          4,914,363
                                                               -----------
Total liabilities......................................         66,549,478
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EQUITY CAPITAL
Common stock...........................................          1,135,285
Surplus................................................            988,327
Undivided profits and capital reserves.................          4,242,906
Net unrealized holding gains (losses) on
   available-for-sale securities.......................            (11,848)
Accumulated net gains (losses) on cash flow hedges                       0
Cumulative foreign currency translation adjustments....            (30,006)
                                                               -----------
Total equity capital...................................          6,324,664
                                                               -----------
Total liabilities and equity capital...................        $72,874,142
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     I,  Thomas  J.  Mastro,  Senior  Vice  President  and  Comptroller  of  the
above-named  bank do hereby  declare  that this  Report  of  Condition  has been
prepared in conformance with the  instructions  issued by the Board of Governors
of the  Federal  Reserve  System  and is true to the  best of my  knowledge  and
belief.


                                                    Thomas J. Mastro

     We, the undersigned directors,  attest to the correctness of this Report of
Condition  and  declare  that it has been  examined by us and to the best of our
knowledge  and belief has been  prepared in  conformance  with the  instructions
issued by the Board of Governors of the Federal  Reserve  System and is true and
correct.

Thomas A. Renyi        ]             Directors
Gerald L. Hassell      ]
Alan R. Griffith       ]


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