Exhibit 4.9



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



                      KONINKLIJKE AHOLD N.V., as Guarantor


                                       and



                      THE CHASE MANHATTAN BANK, as Trustee



                              INDENTURE SUPPLEMENT



                            Dated as of July 20, 2000



                                       to

                                    INDENTURE

                           Dated as of April 29, 1999

                    8 1/4 % Guaranteed Senior Notes Due 2010

<PAGE>

          This 2000-A Indenture  Supplement (the "2000-A Indenture  Supplement")
dated as of July 20, 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").

          WHEREAS, the Issuer, the Guarantor and the Trustee are parties to that
certain  Indenture  dated as of April 29,1999,  as supplemented by the Indenture
Supplement,  dated as of April 29, 1999 (such Indenture as so supplemented,  the
"Indenture");

          WHEREAS,  Section 2.6 of the Indenture  provides,  among other things,
that the Issuer,  the  Guarantor  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 8 1/4 %
Guaranteed Senior Notes due 2010, as provided hereto;

          WHEREAS,  the Issuer,  the Guarantor and the Trustee are executing and
delivering this 2000-A Indenture  Supplement in order to provide such Guaranteed
Senior Notes;

          WHEREAS, the definition of "Effective Date" is defective as it applies
to a dividend on the Issuer's Common Shares where the recipient has the right to
elect  between  cash and Common  Shares and the Issuer and the  Trustee  wish to
correct such defect;

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

          SECTION 1.  Definitions.  (a) Section 1.1 of the  Indenture  is hereby
amended to change the definition of "Effective  Date" in its entirety to read as
follows:

          "Effective  Date" means (i) in the case of a dividend or  distribution
on Common  Shares in the form of Common  Shares which  dividend or  distribution
permits the recipient to elect between cash and Common Shares, the date on which
the Common Shares are issued in connection  with such dividend or  distribution,
(ii) the date on which  Common  Shares  will  trade on the  Official  Segment of
Amsterdam  Exchanges  N.V.'s  stock  market  excluding  the  relevant  right  or
entitlement  relating to an event giving rise to an adjustment of the Conversion
Price  or  (iii) if (i) and  (ii)  are not  applicable,  the  date on which  the
relevant event is announced by the Issuer or, if no such  announcement  is made,
the date the relevant issue is made.

          (b) 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 2000-A  Indenture  Supplement  unless  otherwise  provided
herein.

          SECTION 2.  Creation of 2000-A.  There is hereby  created for issuance
under  this  2000-A  Indenture  Supplement  the  Securities  designated  8 1/4 %
Guaranteed Senior Notes due 2010 (the "2000-A Notes").

          As provided in Section 2.6 of the  Indenture,  the following  terms of
such 2000-A Notes are established hereby:

               (1) the  title of the  2000-A  Notes  shall be 8 1/4%  Guaranteed
          Senior Notes due 2010;

               (2) the 2000-A  Notes shall be limited  initially to an aggregate
          principal  amount of $700  million.  The Issuer may from time to time,
          without the consent of the Holders, create and issue additional 2000-A
          Notes pursuant to the Indenture,  having the same terms and conditions
          under the Indenture in all respects as the applicable 2000-A Notes (or
          in all respects  save for the date for and amount of the first payment
          of interest  thereon),  and  guaranteed  by the  Guarantor to the same
          extent in all  respects  as the  applicable  2000-A  Notes so that the
          additional 2000-A Notes are consolidated with and form a single series
          with the previously outstanding applicable 2000-A Notes;

               (3) the  principal  of the 2000-A Notes shall be paid at maturity
          on July 15, 2010;

               (4) the 2000-A  Notes will bear  interest  at the rate of 8 1/4 %
          per annum;  the interest payment dates shall be July 15 and January 15
          of each year, commencing January 15, 2001, and the record date for the
          determination  of Holders  to whom  interest  is payable  shall be the
          close of business of July 1 and January 1 of each year; interest shall
          accrue from July 20, 2000;

               (5) principal and interest on the 2000-A Notes shall be
          payable at the Corporate Trust Office;

               (6) the 2000-A  Notes  shall be  redeemable  at the option of the
          Issuer, in whole but not in part with respect to an applicable series,
          if the Guarantor  becomes  obligated to pay Additional  Amounts to the
          Holders of the applicable  2000-A Notes as a result of certain changes
          in the tax laws of The Netherlands, as provided in Section 10.7 of the
          Indenture;

               (7) the 2000-A  Notes also shall be  redeemable  at the option of
          the Issuer as provided in Section 4;

               (8) the 2000-A Notes are to be issued in the form of one or
          more Global Securities as provided in Section 3;

               (9) the CUSIP number for the 2000-A Notes is 008685AC3; and

               (10) the 2000-A Notes may be issued at various times, but
          all 2000-A Notes of the series shall  otherwise be  identical,  except
          for denomination.

          SECTION 3. Global Security. (a) The 2000-A Notes will be issued in the
form of a Global  Security  registered in the name of Cede & Co., as nominee for
DTC,  which shall  function  as  Depositary  until such time as a  successor  is
appointed  pursuant  to the  Indenture.  2000-A  Notes will not be  issuable  in
definitive bearer form or, except in the circumstances  described in Section 2.7
of the Indenture,  in definitive  registered form. Except as set forth herein, a
Global Security may be transferred, in whole, but not in part, only to a nominee
of the Depositary or to a successor of the Depositary or its nominee.

          (b) Interests in the Global  Securities  will be exchangeable in whole
(without  change to any  Holder)  for 2000-A  Note  certificates  only.  In such
circumstances,  the  relevant  Global  Security  shall be  exchanged in full for
2000-A 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  definitive 2000-A 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  definitive
2000-A Note certificates.

          (c)  Notwithstanding the provisions of Section 3.1 of the Indenture to
the contrary,  as long as any 2000-A Notes are  evidenced by a Global  Security,
each payment of interest on such 2000-A Notes will be paid by the Trustee or the
relevant paying agent by wire transfer to the Depositary or its nominee.

          SECTION 4. Optional Redemption. (a) The Issuer shall have the right to
redeem the  2000-A  Notes,  at any time,  upon not less than 30 nor more than 60
days' notice as provided in the 2000-A Notes,  at a redemption  price of 100% of
the principal  amount of the 2000-A Notes to be redeemed,  together with accrued
and  unpaid  interest  to the  redemption  date,  if any,  plus  the  applicable
Make-Whole Premium thereon.

          (b)  The  applicable  Make-Whole  Premium  for any  2000-A  Note to be
redeemed  shall  be  equal to (1) the sum of the  present  values  of all of the
remaining  scheduled payments of principal and interest from the redemption date
to the respective due dates for such payments until maturity of such 2000-A Note
computed on a semi-annual basis by discounting such payments (assuming a 360-day
year  consisting  of twelve  30-day  months)  using a rate equal to the Adjusted
Treasury  Rate (as defined  below) plus 20 basis  points less (2) the  principal
amount of such 2000-A Note plus  accrued and unpaid  interest to the  redemption
date;  provided that if (1) is less than (2), the Make-Whole Premium shall equal
zero.

          The term  "Adjusted  Treasury  Rate" shall mean,  with  respect to any
redemption date, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable  Treasury Issue,  assuming a price for the comparable
treasury issue (expressed as a percentage of its principal  amount) equal to the
Comparable Treasury Price for such redemption date.

          The term  "Comparable  Treasury  Issue"  shall mean the United  States
Treasury  security  selected by J.P. Morgan Securities Inc. as having a maturity
comparable to the  remaining  term of the 2000-A Notes to be redeemed that would
be utilized at the time of selection and in accordance with customary  financial
practice,  in pricing new issues of  corporate  debt  securities  of  comparable
maturity to the remaining term of such 2000-A Notes.

          The term  "Comparable  Treasury Price" shall mean, with respect to any
redemption date, (1) the average of the Reference Treasury Dealer Quotations for
such redemption  date,  after excluding the highest and lowest of such Reference
Treasury Dealer Quotations,  or (2) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of such quotations.

          The term  "Reference  Treasury  Dealer"  shall  mean  (1) J.P.  Morgan
Securities  Inc.  and  its  respective  successors;  (2)  Morgan  Stanley  & Co.
Incorporated and its respective successors; provided, however, that if either of
the foregoing shall cease to be a primary U.S.  government  securities dealer in
New York  City (a  "Primary  Treasury  Dealer"),  the  Issuer  shall  substitute
therefor  another Primary  Treasury  Dealer;  and (3) any other Primary Treasury
Dealer selected by the Issuer.

          The term  "Reference  Treasury  Dealer  Quotations"  shall mean,  with
respect to each Reference  Treasury Dealer and any redemption date, the average,
as  determined  by the Issuer,  of the bid and asked  prices for the  Comparable
Treasury Issue (expressed in each case as a percentage of its principal  amount)
quoted in writing to the Trustee by such Reference  Treasury Dealer at 5:00 p.m.
on the third business day preceding such redemption date.

          (c) From and after the redemption date, if money for the redemption of
the  2000-A  Notes  called for  redemption  shall  have been made  available  as
provided in the  Indenture  and the 2000-A  Notes called for  redemption  on the
redemption  date,  such 2000-A Notes shall cease to bear interest,  and the only
right of the  Holders of such 2000-A  Notes  shall be to receive  payment of the
redemption price and all unpaid interest accrued to the date of redemption.

          SECTION 5. 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  2000-A  Notes are in the form of  Global  Security,  to the
Depositary for communication by it to its participants.

          SECTION 6. Modification and Ratification of Indenture. As supplemented
and  modified by this  2000-A  Indenture  Supplement,  the  Indenture  is in all
respects  ratified  and  confirmed,  and the  Indenture as so  supplemented  and
modified by this 2000-A Indenture  Supplement shall be read, taken and construed
as one and the same instrument.

          SECTION 7.  Counterparts.  This  2000-A  Indenture  Supplement  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  8.  Governing  Law.  As  provided  in  Section  13.8  of  the
Indenture,  this  2000-A  Indenture  Supplement  and each  2000-A  Note shall be
construed in accordance with the laws the State of New York.



                                      * * *

<PAGE>

          IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  2000-A
Indenture Supplement to be duly executed, all as of July 20, 2000.


                                          AHOLD FINANCE U.S.A., INC.


                                          By:   /s/ Ernie Smith
                                             -------------------------
                                             Name:    Ernie Smith
                                             Title:   Vice President


Attest:


By:   /s/ Lisa M. Oakes
     ----------------------
     Name:      Lisa M. Oakes
     Title:    Secretary


                                          KONINKLIJKE AHOLD N.V.


                                          By:   /s/ Andre Buitenhuis
                                             ---------------------------
                                             Name:    Andre Buitenhuis
                                             Title:   Senior Vice President
                                                      Finance and Fiscal Affairs






                                          THE CHASE MANHATTAN BANK,
                                            as Trustee


                                          By:    /s/ Glenn W. Andersen
                                             ---------------------------
                                             Name:    Glenn W. Andersen
                                             Title:   Vice President