BYLAWS

                                  OF

                        DELHAIZE AMERICA, INC.

                              May 4, 2000





                                BYLAWS

                                  OF

                        DELHAIZE AMERICA, INC.


                              ARTICLE 1

                               Offices


           Section 1.  Principal and Registered Office.  The principal
office  of  the corporation shall be located at 2110 Executive  Drive,
Salisbury,  North Carolina, which shall also be the registered  office
of the corporation.

          Section 2.  Other Offices.  The corporation may have offices
at  such  other  places, either within or without the State  of  North
Carolina, as the board of directors may from time to time determine.


                              ARTICLE 2

                       Meetings of Shareholders

           Section  1.   Place of Meeting.  Meetings  of  shareholders
shall  be held at the principal office of the corporation, or at  such
other place, either within or without the State of North Carolina,  as
shall be designated in the notice of the meeting.

            Section  2.   Annual  Meeting.   The  annual  meeting   of
shareholders  shall be held on such date and at such time  during  the
month  of  May of each year as shall be set by the board of directors,
for  the  purpose  of  electing directors of the corporation  and  the
transaction  of such other business as may be properly brought  before
the meeting.

           Section  3.   Substitute  Annual Meeting.   If  the  annual
meeting  is  not  held  on  the  day designated  by  these  bylaws,  a
substitute annual meeting may be called in accordance with  Section  4
of  this Article.  A meeting so called shall be designated and treated
for all purposes as the annual meeting.

           Section  4.   Special Meetings.  Special  meetings  of  the
shareholders  may  be  called at any time by the president  and  chief
executive officer or by any two members of the board of directors.

           Section  5.  Notice of Meetings.  At least 10 days  and  no
more  than  60  days  prior to any annual or special  meeting  of  the
shareholders, the corporation shall notify shareholders of  the  date,
time  and  place  of  the meeting and, in the case  of  a  special  or
substitute  annual meeting or where otherwise required by  law,  shall
briefly  describe  the  purpose  or purposes  of  the  meeting.   Only
business within the purpose or purposes described in the notice may be
conducted  at  a  special meeting.  Unless otherwise required  by  the
articles  of incorporation or by law (for example, in the event  of  a
meeting  to  consider  the  adoption of a  plan  of  merger  or  share
exchange,  a  sale  of  assets other than in the  ordinary  course  of
business  or  a  voluntary  dissolution),  the  corporation  shall  be
required to give notice only to shareholders entitled to vote  at  the
meeting.   If an annual or special shareholder's meeting is  adjourned
to  a  different date, time or place, notice thereof need not be given
if  the  new  date, time or place is announced at the  meeting  before
adjournment.  If a new record date for the adjourned meeting is  fixed
pursuant  to  Article  7, Section 5 hereof, notice  of  the  adjourned
meeting  shall be given to persons who are shareholders as of the  new
record  date.  It shall be the primary responsibility of the secretary
to  give the notice, but notice may be given by or at the direction of
the  president and chief executive officer or other person or  persons
calling  the  meeting.  If mailed, such notice shall be deemed  to  be
effective  when  deposited  in the United  States  mail  with  postage
thereon  prepaid,  correctly addressed to  the  shareholder's  address
shown in the corporation's current record of shareholders.

           Section  6.   Advance Notice of Shareholder Proposals.   No
business shall be transacted at a meeting of shareholders, except such
business  as shall be (a) specified in the notice of meeting given  as
provided in Section 5 of this Article 2, (b) otherwise brought  before
the  meeting by or at the direction of the board of directors, or  (c)
otherwise  brought  before  the meeting by  a  shareholder  of  record
entitled to vote at the meeting, in compliance with the procedure  set
forth  in this Section 6.  For business to be brought before a meeting
by  a  shareholder  pursuant to (c) above, the shareholder  must  have
given  timely  notice in writing to the Secretary.  To  be  timely,  a
shareholder's notice must be delivered to, or mailed to  and  received
by,  the  Secretary of the corporation not less than 10 days nor  more
than  60  days prior to the meeting; provided, however, that if  fewer
than  21  days'  notice of the meeting is given to shareholders,  such
written notice shall be received not later than the close of the tenth
day  following the date on which notice of the meeting was  mailed  to
shareholders.   Notwithstanding  the foregoing,  any  shareholder  who
wishes  the  board  of directors to consider taking  a  position  with
respect to the matter must deliver such notice to, or mail it so  that
it  is received by, the Secretary of the corporation not less than  90
nor  more than 150 days prior to the meeting.  Nothing in this Section
6  shall  require the board of directors to recommend for adoption  by
the  shareholders, or give the shareholders notice of, any  matter  of
which  notice is provided to the corporation pursuant to this  Section
or  otherwise.   Notice of actions to be brought  before  the  meeting
pursuant  to  (c)  above  shall  set  forth  as  to  each  matter  the
shareholder  proposes  to  bring  before  the  meeting  (i)  a   brief
description of the business desired to be brought before the  meeting,
(ii)  the name and address, as they appear on the corporation's books,
of each shareholder proposing such business, and (iii) the classes and
number  of  shares  of the corporation that are owned  of  record  and
beneficially  by such shareholder of the corporation.  Notwithstanding
anything  in  these  bylaws  to the contrary,  no  business  shall  be
conducted  at  a meeting except in accordance with the provisions  set
forth  in this Section 6, except as otherwise may be required by  law.
Nothing  in  this  Section 6 shall be deemed to  restrict,  expand  or
otherwise affect any rights or obligations of any party under Rule 14a-
8 of the Securities and Exchange Commission or any successor provision
to  such  rule.   If the chairman of the meeting determines  that  any
business  was  not properly brought before the meeting  in  accordance
with provisions prescribed by these bylaws, he shall so declare to the
meeting,  and  to  the extent permitted by law any such  business  not
properly brought before the meeting shall not be transacted.

           Section 7.  Quorum.  A majority of the votes entitled to be
cast  by a voting group on a matter, represented in person or by proxy
at  a  meeting  of  shareholders, shall constitute a quorum  for  that
voting group for any action on that matter, unless quorum requirements
are  otherwise  fixed  by  a  court of competent  jurisdiction  acting
pursuant to Section 55-7-03 of the General Statutes of North Carolina.
Once a share is represented for any purpose at a meeting, it shall  be
deemed  present for quorum purposes for the remainder of  the  meeting
and  any  adjournment thereof, unless a new record date is or must  be
set  for  the adjournment.  Action  may be taken by a voting group  at
any  meeting  at  which a quorum of that voting group is  represented,
regardless  of whether action is taken at that meeting  by  any  other
voting  group.   In  the absence of a quorum at  the  opening  of  any
meeting  of shareholders, such meeting may be adjourned from  time  to
time  by a vote of the majority of the shares voting on the motion  to
adjourn.

           Section  8.   Shareholders' List.  After a record  date  is
fixed for a meeting, the secretary of the corporation shall prepare an
alphabetical  list  of  the  names of all  its  shareholders  who  are
entitled  to notice of the shareholders' meeting.  Such list shall  be
arranged  by  voting group (and within each voting group by  class  or
series  of shares) and shall show the address of and number of  shares
held  by  each  shareholder.  The shareholder's  list  shall  be  made
available  for inspection by any shareholder, beginning  two  business
days  after  notice  of the meeting is given for which  the  list  was
prepared  and  continuing through the meeting,  at  the  corporation's
principal  office  or at such other place identified  in  the  meeting
notice  and  the city where the meeting will be held.  The corporation
shall  make the shareholders' list available at the meeting,  and  any
shareholder or his agent or attorney is entitled to inspect  the  list
at any time during the meeting or any adjournment thereof.

           Section 9.  Voting of Shares.  Except as otherwise provided
by  the  articles of incorporation, each outstanding share  of  voting
capital stock of the corporation shall be entitled to one vote on each
matter  submitted to a vote at a meeting of the shareholders.   Action
on  a  matter  by  a  voting group for which a quorum  is  present  is
approved if the votes cast within the voting group favoring the action
exceed  the  votes  cast opposing the action, unless  the  vote  of  a
greater number is required by law or by the articles of incorporation.
Voting  on  all matters shall be by voice vote or by a show of  hands,
unless  the  holders  of one-tenth of the shares  represented  at  the
meeting  shall  demand a ballot vote on a particular  matter.   Absent
special  circumstances, the shares of the corporation are not entitled
to  vote  if  they  are  owned, directly or indirectly,  by  a  second
corporation,  domestic or foreign, and the corporation owns,  directly
or indirectly, a majority of the shares entitled to vote for directors
of  the second corporation, except that this provision shall not limit
the  power of the corporation to vote shares held by it in a fiduciary
capacity.

           Section 10.  Proxies.  Shares may be voted either in person
or  by a proxy who has been appointed by the shareholder by signing an
appointment form, either personally or by his duly authorized attorney-
in-fact.   An appointment of proxy is effective when received  by  the
secretary or other officer or agent authorized to tabulate votes.   An
appointment of proxy is valid for 11 months unless a different  period
is expressly provided in the appointment form.

           Section 11.  Action Without Meeting.  Any action which  the
shareholders could take at a meeting may be taken without a meeting if
one or more written consents, setting forth the action taken, shall be
signed, before or after such action, by all the shareholders who would
be  entitled to vote upon the action at a meeting.  The consent  shall
be delivered to the corporation for inclusion in the minutes or filing
with  the  corporate records.  The corporation must give its nonvoting
shareholders  written notice of the proposed action at least  10  days
before  the  action  is  taken,  which  notice  must  contain  or   be
accompanied by the same material that would have been required by  law
to  be  sent to nonvoting shareholders in a notice of meeting at which
the  proposed action would have been submitted to the shareholders for
action.


                              ARTICLE 3

                          Board of Directors

          Section 1.  General Powers.  The business and affairs of the
corporation  shall  be managed under the direction  of  the  board  of
directors   except   as  otherwise  provided  by   the   articles   of
incorporation or by a valid shareholders' agreement.

           Section 2.  Number, Term and Qualification.  The number  of
directors of the corporation shall be not less than eight persons  nor
more  than  14 persons, with the exact number of directors within  the
minimum  and  maximum  to be established from  time  to  time  by  the
shareholders  or,  unless  the articles of incorporation  or  a  valid
shareholders'  agreement provides otherwise,  the board of  directors;
but, in the absence of such action, the number of directors elected at
the  annual  meeting shall constitute the number of directors  of  the
corporation until the next annual meeting of shareholders, unless  the
number  is  previously changed by action of the  shareholders  or  the
board  of directors.  Only shareholders may change the range  for  the
size  of the board of directors or change from a variable range  to  a
fixed  size board of directors.  Each director shall hold office until
the next annual meeting of the shareholders and until his successor is
elected  and  qualifies, until there is a decrease in  the  number  of
directors  or  until  his  earlier  death,  resignation,  removal   or
disqualification.  Directors need not be residents  of  the  State  of
North  Carolina or shareholders of the corporation unless the articles
of  incorporation so provide.  No person after having attained the age
of  70  years shall be allowed to run for election, reelection or  re-
appointment to the board of directors, excepting, however,  that  such
retirement age shall not apply to directors over the age of  65  years
who were serving on such board on July 3, 1997.

           Section 3.  Nomination of Directors.  Only persons who  are
nominated in accordance with the provisions set forth in these  bylaws
shall  be eligible to be elected as directors at the annual or special
meeting  of  shareholders.  Nomination for election to  the  board  of
directors shall be made or approved by the board of directors.

           In  addition, nomination for election of any person to  the
board  of directors may be made by a shareholder if written notice  of
the  nomination  of  such  person shall have  been  delivered  to  the
Secretary  of  the  corporation  at  the  principal  office   of   the
corporation not less than 10 days nor more than 60 days prior  to  any
meeting  of  the  shareholders called for the election  of  directors;
provided,  however, that if fewer than 21 days' notice of the  meeting
is  given  to shareholders, such written notice shall be received  not
later  than  the  close of the tenth day following the  day  on  which
notice of the meeting was mailed to shareholders.  Notwithstanding the
foregoing, any shareholder who wishes the board of directors or a duly
authorized  committee of the board of directors to consider nominating
for  election  to  the board of directors a person  recommended  by  a
shareholder  must deliver such notice to, or mail it  so  that  it  is
received  by, the Secretary of the corporation not less  than  90  nor
more than 150 days prior to the meeting.  Any notice provided pursuant
to  this  Section shall set forth:  (a) the name and  address  of  the
shareholder  who intends to make the nomination and of the  person  or
persons to be nominated; (b) a representation that the shareholder  is
a  holder of record of shares of the corporation entitled to  vote  at
such  meeting  and  intends to appear in person or  by  proxy  at  the
meeting to nominate the person or persons specified in the notice; (c)
a  description  of  all  arrangements or  understandings  between  the
shareholder  and each nominee and any other person or persons  (naming
such   person  or  persons)  pursuant  to  which  the  nomination   or
nominations  are  to  be  made  by the  shareholder;  (d)  such  other
information  regarding each nominee proposed by  such  shareholder  as
would  be  required to be included in a proxy statement filed pursuant
to  the  proxy rules of the Securities and Exchange Commission if  the
nominee  had  been nominated by the board of directors;  and  (e)  the
written  consent  of  each  nominee to serve  as  a  director  of  the
corporation if so elected.  Nothing in this Section shall require  the
board of directors to nominate or approve, as one of its nominees, any
person recommended to be so nominated by a shareholder or to give  the
shareholders notice of any proposed nomination by a shareholder.   The
chairman  of  the meeting may refuse to acknowledge the nomination  of
any person not made in compliance with the foregoing procedure.

           Section 4.  Election.  Except as provided in Section  6  of
this  Article  3  (Vacancies), the directors shall be elected  at  the
annual meeting of shareholders.  Those persons who receive the highest
number  of  votes at a meeting at which a quorum is present  shall  be
deemed to have been elected.

           Section 5.  Removal.  Directors may be removed from  office
with  or  without cause (unless the articles of incorporation  provide
that directors may be removed only for cause), provided the notice  of
the  shareholders' meeting at which such action is to be taken  states
that  a  purpose  of the meeting is removal of the  director  and  the
number  of  votes cast to remove the director exceeds  the  number  of
votes cast not to remove him.

           Section 6.  Vacancies.  Except as otherwise provided in the
articles  of  incorporation,  a vacancy  occurring  in  the  board  of
directors, including, without limitation, a vacancy resulting from  an
increase  in  the  number  of directors or from  the  failure  by  the
shareholders  to elect the full authorized number of directors,  shall
be  filled  by  an affirmative vote of at least 70% of  the  remaining
directors  in favor of a nominee selected by the Nominating  Committee
of the board of directors, in accordance with the procedures set forth
in Article 5, Section 2, below.  The shareholders may elect a director
at any time to fill a vacancy not filled by the directors.  A director
elected  to fill a vacancy shall be elected for the unexpired term  of
his predecessor in office.

           Section  7.   Compensation.  The  board  of  directors  may
compensate  directors for their services as such and may  provide  for
the  payment of any or all expenses incurred by directors in attending
regular and special meetings of the board of directors.


                              ARTICLE 4

                        Meetings of Directors

          Section 1.  Annual and Regular Meetings.  The annual meeting
of  the  board  of directors shall be held immediately  following  the
annual  meeting  of the shareholders.  The board of directors  may  by
resolution provide for the holding of regular meetings of the board on
specified  dates  and at specified times.  Notice of regular  meetings
held  at  the  principal office of the corporation and  at  the  usual
scheduled time shall not be required.  If any date for which a regular
meeting  is scheduled shall be a legal holiday, the meeting  shall  be
held on a date designated in the notice of the meeting, if any, during
either  the same week in which the regularly scheduled date  falls  or
during the preceding or following week.  Regular meetings of the board
shall  be held at the principal office of the corporation or  at  such
other place as may be designated in the notice of the meeting.

          Section 2.  Special Meetings.  Special meetings of the board
of directors may be called by or at the request of the chairman of the
board, the president and chief executive officer or any two directors.
Such  meetings  may  be held at the time and place designated  in  the
notice of the meeting.

           Section  3.   Notice of Meetings.  Unless the  articles  of
incorporation  provide otherwise, the annual and regular  meetings  of
the board of directors may be held without notice of the date, time or
place.   However,  the  president  and  chief  executive  officer   or
secretary  shall provide each director with a written  agenda  of  the
items  to  be  discussed at such meetings at least  seven  days  prior
thereto.   Any person or persons calling a special meeting shall  give
notice  by any usual means of communication to be sent at least  seven
days  before  the  meeting if notice is sent by  means  of  telephone,
telecopy or personal delivery and at least ten days before the meeting
if   notice  is  sent  by  mail.   A  director's  attendance  at,   or
participation  in,  a  meeting  for which  notice  is  required  shall
constitute a waiver of notice, unless the director at the beginning of
the  meeting (or promptly upon arrival) objects to holding the meeting
or transacting business at the meeting and does not thereafter vote or
assent to action taken at the meeting.

           Section  4.  Quorum.  Except as otherwise provided  in  the
articles of incorporation, a majority of the directors in office shall
constitute  a quorum for the transaction of business at a  meeting  of
the board of directors.

           Section 5.  Manner of Acting.  Except as otherwise provided
in  the  articles of incorporation or these bylaws,  the  act  of  the
majority  of the directors present at a meeting at which a  quorum  is
present shall be the act of the board of directors.

          Section 6.  Special Vote.  The board of directors may not,
without an affirmative vote of at least 70% of the number of directors
fixed pursuant to these bylaws ("Special Vote"), be empowered to
authorize the corporation to:

               (a)  Approve the nomination of any person or persons
     for election to the board of directors or elect a chief executive
     officer;

               (b)  Authorize any contract involving payment by the
     corporation of cash or property valued in excess of $500,000,
     including, without limitation, the purchase, sale or leasing of
     property or the incurring of indebtedness, except transactions
     relating to the leasing or construction of stores, warehouses and
     related facilities or any other transaction in the ordinary
     course of business;

               (c)  Approve or authorize capital expenditures of more
     than $500,000 in any one instance or $1,000,000 in the aggregate
     in any fiscal year, except expenditures relating to the leasing
     or construction of stores, warehouses and related facilities or
     any other transaction in the ordinary course of business;

               (d)  Authorize the issuance or sale of stock or other
     securities of the corporation or any subsidiary of the
     corporation, or options or warrants or obligations convertible
     into such stock or securities, except the issuance of stock
     options or stock or both, as the case may be, pursuant to the
     corporation's 1996 Employee Stock Option Plan, Employee Stock
     Purchase Plan and Employee Stock Ownership Plan and other
     employee benefit plans approved by the board of directors;

               (e)  Sell or otherwise dispose of a substantial part of
     the corporation's assets other than in the ordinary course of
     business;

               (f)  Amend the charter or the bylaws of the
     corporation; or

               (g)  Approve for submission to the shareholders of the
     corporation for their approval a proposal for the amendment of
     the corporation's charter or the merger or consolidation of the
     corporation with or into any other corporation or the
     reorganization, recapitalization or liquidation of the
     corporation;

           Any Special Vote approving any such action may specify
other limitations which shall not be exceeded without a further
Special Vote.

           Section  7.   Presumption of Assent.   A  director  of  the
corporation  who is present at a meeting of the board of directors  at
which  action  on  any corporate matter is taken  is  deemed  to  have
assented to the action taken unless he objects at the beginning of the
meeting (or promptly upon arrival) to holding, or transacting business
at, the meeting, or unless his dissent or abstention is entered in the
minutes of the meeting or unless he shall file written notice  of  his
dissent or abstention to such action with the presiding officer of the
meeting  before  its  adjournment or with the corporation  immediately
after  adjournment of the meeting.  The right of dissent or abstention
shall not apply to a director who voted in favor of such action.

           Section  8.   Action  Without  Meeting.   Unless  otherwise
provided  in  the  articles  of  incorporation,  action  required   or
permitted  to be taken at a meeting of the board of directors  may  be
taken  without a meeting if the action is taken by all members of  the
board.   The action must be evidenced by one or more written  consents
signed  by  each director before or after such action, describing  the
action  taken, and included in the minutes or filed with the corporate
records.   Action taken without a meeting is effective when  the  last
director  signs the consent, unless the consent specifies a  different
effective date.

           Section  9.   Meeting  by  Communications  Device.   Unless
otherwise  provided  in the articles of incorporation,  the  board  of
directors may permit any or all directors to participate in a  regular
or  special meeting by, or conduct the meeting through the use of, any
means  of  communication  by  which all  directors  participating  may
simultaneously  hear  each  other  during  the  meeting.   A  director
participating  in a meeting by this means is deemed to be  present  in
person at the meeting.

           Section  10.  Minutes of Meeting of the Board of Directors.
Minutes  of all meetings of the board of directors shall be  furnished
to all directors promptly after such meeting.

                              ARTICLE 5

                              Committees


           Section 1.  General.  The board of directors may create, by
the affirmative vote of  at least 70 % of the number of directors then
serving,  one or more committees not otherwise provided for  by  these
bylaws.   Such  committees  shall consist of  two  or  more  directors
appointed and removable by the affirmative vote of at least 70% of the
number  of directors then serving.  Such committees may meet at stated
times,  or on notice to all by any of their own number.  The board  of
directors  may  by  resolution provide that during  intervals  between
meetings of the board of directors, the committees shall have and  may
exercise the powers of the board in the management of the business and
affairs of the corporation, except that the committees shall not  have
authority to:

               (a)  Authorize distributions;

               (b)  Approve or propose to shareholders
                    action required to be approved by shareholders;

               (c)   Fill  vacancies on the  board  of
                     directors or on any of its committees;

               (d)   Amend the articles of incorporation;

               (e)  Adopt, amend or repeal the bylaws;

               (f)  Approve  a  plan  or  merger  not
                    requiring shareholder approval;

               (g)  Authorize or approve reacquisition
                    of shares, except according to a formula or method
                    prescribed by the board of directors; or

               (h)  Authorize or approve the issuance,
                    sale  or contract for sale of shares, or determine
                    the  designation and relative rights,  preferences
                    and  limitations of a class or series  of  shares,
                    except that the board of directors may authorize a
                    committee  (or a senior executive officer  of  the
                    corporation)  to do so within limits  specifically
                    prescribed by the board of directors.


          Section 2.     Nominating Committee.    There shall be a
Nominating Committee of the board of directors, which shall consist of
three directors, one of whom shall be designated by Etablissements
Delhaize Freres et Cie "Le Lion" S.A. ("Delhaize") and/or Delhaize the
Lion America, Inc., one of whom shall be the Chief Executive Officer
of the Company or his designee from among the members of the board of
directors of the Company, and one of whom shall be an independent
director.  The Nominating Committee shall propose to the board of
directors (a) the slate of directors to be submitted to the
shareholders for election at the annual meeting of shareholders or at
any meeting of the shareholders at which a director or directors are
to be elected, and (b) persons to fill any vacancies that may arise
from time to time on the board of directors.

          The slate of directors proposed by the Nominating Committee
shall consist of ten persons, four of whom shall be proposed by the
Chief Executive Officer of Delhaize (the "Delhaize Designees"), two of
whom shall be proposed by the Chief Executive Officer of the Company
or his representative on the Nominating Committee (the "CEO
Designees") and four of whom shall be independent directors.  In the
event of a vacancy on the board of directors, the Nominating Committee
shall propose to the board of directors an appropriate person to fill
such vacancy such that the foregoing ratio of Delhaize Designees, CEO
Designees and independent directors is regained.  Thus, if a Delhaize
Designee ceases to be a director, the vacancy left thereby shall be
filled by a new Delhaize Designee, if a CEO Designee ceases to be a
director, the vacancy left thereby shall be filled by a new CEO
Designee, and if an independent director ceases to be a director, the
vacancy left thereby shall be filled by a new independent director.

          The Nominating Committee shall recommend its slate of
directors or any individual nominee to the board of directors of the
Company, which shall approve such nominations by Special Vote.  If the
board of directors does not approve a slate of directors or any
individual nominee proposed by the Nominating Committee, the
Nominating Committee shall meet to propose another slate of directors
or nominee acceptable to the board of directors.

          The Nominating Committee shall meet at least (a) annually,
prior to the annual meeting of shareholders, (b) prior to any special
meeting of shareholders called for the purpose of electing one or more
directors, (c) within thirty days' notice of any vacancy occurring on
the board of directors, and (d) at any time that it is determined that
the composition of the Company's board of directors does not comply
with any laws or rules that apply to the Company, including the rules
of the National Association of Securities Dealers or any national
securities exchange on which the Company's securities are listed.
Meetings of the Nominating Committee shall be held at such place as is
fixed by the chairman thereof in the notice of the meeting.  The
provisions of Article 4 governing action without a meeting, notice,
waiver of notice and quorum requirements shall apply to the Nominating
Committee.  All decisions of the Nominating Committee shall require
the affirmative vote of at least two members.

          Section 3.  Meetings.  Except as otherwise provided in these
bylaws, the provisions of Article 4 governing meetings of the board of
directors,   action  without  meeting,  notice,  waiver   of   notice,
presumption  of assent and quorum and voting requirements shall  apply
to the committees of the board and its members.

           Section 4.  Minutes.  The committees shall keep minutes  of
their  proceedings  and  documentation of their  decisions  and  shall
transmit  copies thereof and report thereon to the board of  directors
at or before the next meeting of the board.

                              ARTICLE 6

                               Officers


           Section 1.  Titles.  The officers of the corporation  shall
be a chairman of the board, a president and chief executive officer, a
secretary  and  a treasurer.  The board of directors or the  president
and  chief executive officer (if authorized by the board) may  appoint
one or more vice presidents, one or more assistant secretaries, one or
more  assistant treasurers and such other officers as shall be  deemed
necessary.   The  additional officers shall  have  the  authority  and
perform the duties as from time to time may be prescribed by the board
of  directors  or  by direction of the president and  chief  executive
officer  (if  authorized by the board of directors  to  prescribe  the
authority and duties of other officers).  Any two or more offices  may
be  held  by the same individual, but no officer may act in more  than
one capacity where action of two or more officers is required.

           Section  2.   Election; Appointment.  The officers  of  the
corporation  shall  be  elected from time to  time  by  the  board  of
directors  or appointed from time to time by the president  and  chief
executive  officer  (to  the  extent  that  the  president  and  chief
executive officer is authorized by the board to appoint officers).

           Section  3.   Removal.  Any officer may be removed  by  the
board  at any time with or without cause whenever in its judgment  the
best  interests of the corporation will be served, but  removal  shall
not  itself  affect the officer's contract rights, if  any,  with  the
corporation.

           Section 4.  Vacancies.  Vacancies among the officers may be
filled  and  new officers may be created and filled by  the  board  of
directors,  or  by the president and chief executive officer  (to  the
extent authorized by the board).

           Section 5.  Compensation.  Except as otherwise provided  in
these  bylaws, the compensation of the officers shall be fixed by  the
board of directors.

           Section  6.   Chairman and Vice Chairman of  the  Board  of
Directors.   The chairman of the board of directors shall  preside  at
meetings of the shareholders and the board of directors and shall have
such  other  authority and perform such other duties as the  board  of
directors  shall  designate.   The vice chairman,  if  elected,  shall
preside  at  meetings of the board in the absence of the chairman  and
shall  have such other authority and perform such other duties as  the
board of directors shall designate.

           Section 7.  President and Chief Executive Officer.  In  the
absence  of  the  chairman  of  the board,  the  president  and  chief
executive  officer shall preside at all meetings of  the  shareholders
and  the  board  of directors.  Subject to the board of directors,  he
shall  be the principal executive officer of the corporation and shall
have  general charge of the business of the corporation; he shall keep
the  board  of  directors  fully  informed  of  the  business  of  the
corporation; he may sign and execute all authorized bonds,  contracts,
or   other  obligations  in  the  name  of,  and  on  behalf  of,  the
corporation, and with the secretary or assistant secretary, if one  be
elected,  may  sign  all certificates of stock,  and  without  further
authorization than these presents, may sign all checks or drafts  upon
funds of this corporation, in its name and on its behalf, and any bank
or  depository  in which funds of the corporation shall  be  deposited
shall  be  fully and conclusively protected in honoring any checks  or
drafts  on  behalf  of this corporation, signed by the  president  and
chief  executive officer.  Subject to the limitations of Section  6(e)
of  Article  4  of these bylaws, he shall have the power  to  fix  the
salaries  of  all  other  officers,  agents  and  employees   of   the
corporation, except the chairman and vice presidents (including senior
vice  presidents,  if  any); and shall have the power  to  employ  and
discharge all agents and employees of the corporation, subject to  the
control  of  the  board  of directors, except the  chairman  and  vice
presidents.  He shall generally conduct the affairs of the corporation
and  shall do and perform such other duties as, from time to time, may
be assigned to him by the board of directors or by these bylaws.

           Section  8.   Vice  Presidents.  The vice presidents  shall
perform  such duties as from time to time may be assigned to  them  by
the  chairman  of  the  board  or the president  and  chief  executive
officer, the board of directors or by these bylaws.

           Section  9.  Secretary.  The secretary shall keep  accurate
records  of  the acts and proceedings of all meetings of  shareholders
and  of the board of directors and shall give all notices required  by
law  and by these bylaws.  The secretary shall have general charge  of
the  corporate books and records and shall have the responsibility and
authority  to  maintain and authenticate such books and records.   The
secretary  shall have general charge of the corporate seal  and  shall
affix the corporate seal to any lawfully executed instrument requiring
it.   The  secretary shall have general charge of the  stock  transfer
books of the corporation and shall keep at the principal office of the
corporation a record of shareholders, showing the name and address  of
each shareholder and the number and class of shares held by each.  The
secretary shall sign such instruments as may require the signature  of
the secretary, and in general shall perform the duties incident to the
office of secretary and such other duties as may be assigned from time
to time by the board of directors or the president and chief executive
officer  (if  authorized by the board of directors  to  prescribe  the
authority and duties of other officers).

            Section   10.   Assistant  Secretaries.   Each   assistant
secretary  shall have such powers and perform such duties  as  may  be
assigned  by  the  board  of  directors or  the  president  and  chief
executive  officer  (if  authorized  by  the  board  of  directors  to
prescribe  the  authority  and  duties of  other  officers),  and  the
assistant  secretaries  shall exercise the  powers  of  the  secretary
during that officer's absence or inability to act.

          Section 11.  Treasurer.  The treasurer shall have custody of
all  funds  and  securities  belonging to the  corporation  and  shall
receive, deposit or disburse the same under the direction of the board
of  directors.  The treasurer shall keep full and accurate accounts of
the  finances  of the corporation and shall cause a true statement  of
the  assets and liabilities of the corporation as of the close of each
fiscal  year  and of the results of its operations and of  changes  in
surplus,  all  in  reasonable detail, to be  made  and  filed  at  the
principal office of the corporation within four months after  the  end
of  the  fiscal year.  The statement shall be available for inspection
by  any shareholder for a period of ten years, and the treasurer shall
mail  or  otherwise  deliver a copy of the  latest  statement  to  any
shareholder  upon  written request.  The treasurer  shall  in  general
perform all duties incident to the office and such other duties as may
be  assigned  from  time  to time by the board  of  directors  or  the
president and chief executive officer (if authorized by the  board  of
directors to prescribe the authority and duties of other officers).

          Section 12.  Assistant Treasurers.  Each assistant treasurer
shall  have such powers and perform such duties as may be assigned  by
the  board  of directors or the president and chief executive  officer
(if  authorized by the board of directors to prescribe  the  authority
and  duties  of  other officers), and the assistant  treasurers  shall
exercise the powers of the treasurer during that officer's absence  or
inability to act.

           Section 13.  Voting Upon Stocks.  Unless otherwise  ordered
by  the  board of directors, the president and chief executive officer
shall  have  full power and authority in behalf of the corporation  to
attend,  act  and  vote  at  meetings  of  the  shareholders  of   any
corporation  in  which this corporation may hold stock,  and  at  such
meetings shall possess and may exercise any and all rights and  powers
incident  to the ownership of such stock and which, as the owner,  the
corporation might have possessed and exercised if present.  The  board
of directors may by resolution from time to time confer such power and
authority upon any other person or persons.

                              ARTICLE 7

                            Capital Stock


           Section  1.  Certificates.  Shares of the capital stock  of
the  corporation shall be represented by certificates.  The  name  and
address  of  the  persons  to whom shares  of  capital  stock  of  the
corporation are issued, with the number of shares and date  of  issue,
shall  be  entered  on the stock transfer records of the  corporation.
Certificates for shares of the capital stock of the corporation  shall
be in such form not inconsistent with the articles of incorporation of
the  corporation as shall be approved by the board of directors.  Each
certificate shall be signed (either manually or by facsimile)  by  (a)
the president and chief executive officer or any vice president and by
the  secretary, assistant secretary, treasurer or assistant  treasurer
or  (b)  any two officers designated by the board of directors.   Each
certificate  may  be  sealed with the seal of  the  corporation  or  a
facsimile thereof.

          Section 2.  Transfer of Shares.  Transfer of shares shall be
made  on  the stock transfer records of the corporation, and transfers
shall  be  made only upon surrender of the certificate for the  shares
sought  to  be transferred by the recordholder or by a duly authorized
agent,   transferee   or  legal  representative.    All   certificates
surrendered  for  transfer or reissue shall  be  canceled  before  new
certificates for the shares shall be issued.


           Section  3.   Transfer Agent and Registrar.  The  board  of
directors  may  appoint one or more transfer agents and  one  or  more
registrars of transfers and may require all stock certificates  to  be
signed  or countersigned by the transfer agent and registered  by  the
registrar of transfers.

           Section  4.  Regulations.  The board of directors may  make
rules  and  regulations  as it deems expedient concerning  the  issue,
transfer  and  registration  of  shares  of  capital  stock   of   the
corporation.

           Section  5.   Fixing  Record  Date.   For  the  purpose  of
determining  shareholders entitled to notice of  or  to  vote  at  any
meeting  of  shareholders,  or entitled  to  receive  payment  of  any
dividend, or in order to make a determination of shareholders for  any
other purpose, the board of directors may fix in advance a date as the
record  date  for the determination of shareholders.  The record  date
shall  not be more than 70 days before the meeting or action requiring
a  determination  of  shareholders.  A determination  of  shareholders
entitled to notice of or to vote at the shareholders' meeting shall be
effective  for  any  adjournment of the meeting unless  the  board  of
directors fixes a new record date, which it shall do if the meeting is
adjourned  to a date more than 120 days after the date fixed  for  the
original meeting.  If no record date is fixed for the determination of
shareholders,  the  record date shall be the day  the  notice  of  the
meeting  is mailed or the day the action requiring a determination  of
shareholders is taken.  If no record date is fixed for action  without
a  meeting,  the record date for determining shareholders entitled  to
take  action without a meeting shall be the date the first shareholder
signs a consent to the action taken.

           Section 6.  Lost Certificates.  The board of directors must
authorize  the issuance of a new certificate in place of a certificate
claimed to have been lost, destroyed or wrongfully taken, upon receipt
of  (a)  an affidavit from the person explaining the loss, destruction
or  wrongful taking, and (b) a bond from the claimant in a sum as  the
corporation may reasonably direct to indemnify the corporation against
loss  from any claim with respect to the certificate claimed  to  have
been lost, destroyed or wrongfully taken.  The board of directors may,
in  its  discretion, waive the affidavit and bond  and  authorize  the
issuance  of  a new certificate in place of a certificate  claimed  to
have been lost, destroyed or wrongfully taken.

                              ARTICLE 8

              Indemnification of Officers and Directors

           Section 1.  Indemnification Provisions.  Any person who  at
any  time  serves  or  has  served as a director  or  officer  of  the
corporation  or of any wholly owned subsidiary of the corporation,  or
in  such  capacity  at the request of the corporation  for  any  other
foreign or domestic corporation, partnership, joint venture, trust  or
other  enterprise, or as a trustee or administrator under any employee
benefit  plan  of  the corporation or of any wholly  owned  subsidiary
thereof  (a  "Claimant"), shall have the right to be  indemnified  and
held  harmless by the corporation to the fullest extent from  time  to
time  permitted by law against all liabilities and litigation expenses
(as  hereinafter  defined)  in the event a  claim  shall  be  made  or
threatened  against  that  person  in,  or  that  person  is  made  or
threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative,  and  whether or not brought by or  on  behalf  of  the
corporation, including all appeals therefrom (a "proceeding"), arising
out of that person's status as such or that person's activities in any
such  capacity;  provided,  that such  indemnification  shall  not  be
effective  with  respect to (a) that portion  of  any  liabilities  or
litigation expenses with respect to which the Claimant is entitled  to
receive  payment under any insurance policy or (b) any liabilities  or
litigation  expenses  incurred on account of  any  of  the  Claimant's
activities  which  were at the time taken known  or  believed  by  the
Claimant  to  be  clearly in conflict with the best interests  of  the
corporation.

           Section  2.   Definitions.  As used in  this  Article,  (a)
"liabilities"  shall  include, without  limitation,  (1)  payments  in
satisfaction  of  any  judgment, money decree,  excise  tax,  fine  or
penalty for which the Claimant had become liable in any proceeding and
(2) payments in settlement of any such proceeding subject, however, to
Section  3 of this Article 8; (b) "litigation expenses" shall include,
without  limitation, (1) reasonable costs and expenses and  attorneys'
fees and expenses actually incurred by the Claimant in connection with
any  proceeding  and (2) reasonable costs and expenses and  attorneys'
fees and expenses in connection with the enforcement of rights to  the
indemnification  granted  hereby  or  by  applicable  law,   if   such
enforcement  is successful in whole or in part; and (c) "disinterested
directors" shall mean directors who are not party to the proceeding in
question.

           Section  3.   Settlements.  The corporation  shall  not  be
liable to indemnify the Claimant for any amounts paid in settlement of
any  proceeding  effected without the corporation's  written  consent.
The  corporation  will not unreasonably withhold its  consent  to  any
proposed settlement.

          Section 4.  Litigation Expense Advances.

           (a)   Except  as  provided  in subsection  (b)  below,  any
litigation expenses shall be advanced to any Claimant within  30  days
of  receipt by the secretary of the corporation of a demand  therefor,
together with an undertaking by or on behalf of the Claimant to  repay
to the corporation such amount unless it is ultimately determined that
Claimant is entitled to be indemnified by the corporation against such
expenses.   The secretary shall promptly forward notice of the  demand
and undertaking immediately to all directors of the corporation.

          (b)  Within 10 days after mailing of notice to the directors
pursuant to subsection (a) above, any disinterested director  may,  if
desired,  call a meeting of all disinterested directors to review  the
reasonableness of the expenses so requested.  No advance shall be made
if  a majority of the disinterested directors affirmatively determines
that  the  item  of  expense is unreasonable in  amount;  but  if  the
disinterested directors determine that a portion of the  expense  item
is reasonable, the corporation shall advance such portion.

          Section 5.  Approval of Indemnification Payments.  Except as
provided in Section 4 of this Article, the board of directors  of  the
corporation  shall  take  all such action  as  may  be  necessary  and
appropriate  to  authorize the corporation to pay the  indemnification
required  by Section 1 of this Article, including, without limitation,
making  a  good faith evaluation of the manner in which  the  Claimant
acted and of the reasonable amount of indemnity due the Claimant.   In
taking  any  such  action,  any Claimant who  is  a  director  of  the
corporation  shall  not be entitled to vote on any  matter  concerning
such Claimant's right to indemnification.

           Section  6.   Suits  by  Claimant.  No  Claimant  shall  be
entitled  to bring suit against the corporation to enforce his  rights
under  this  Article until sixty days after a written claim  has  been
received by the corporation, together with any undertaking to repay as
required by Section 4 of this Article.  It shall be a defense  to  any
such  action  that  the Claimant's liabilities or litigation  expenses
were  incurred  on account of activities described in  clause  (b)  of
Section  1,  but the burden of proving this defense shall  be  on  the
corporation.  Neither the failure of the corporation to  have  made  a
determination  prior to the commencement of the action to  the  effect
that  indemnification of the Claimant is proper in the  circumstances,
nor  an actual determination by the corporation that the Claimant  had
not met the standard of conduct described in clause (b) of Section  1,
shall  be  a  defense to the action or create a presumption  that  the
Claimant has not met the applicable standard of conduct.

           Section  7.   Consideration; Personal  Representatives  and
Other  Remedies.  Any person who during such time as this  Article  or
corresponding  provisions of predecessor bylaws  is  or  has  been  in
effect serves or has served in any of the aforesaid capacities for  or
on  behalf of the corporation, shall be deemed to be doing  so  or  to
have done so in reliance upon, and as consideration for, the right  of
indemnification   provided   herein  or   therein.    The   right   of
indemnification provided herein or therein shall inure to the  benefit
of  the  legal  representatives of any person who qualifies  or  would
qualify  as a Claimant hereunder, and the right shall not be exclusive
of any other rights to which the person or legal representative may be
entitled apart from this Article.

           Section  8.  Scope of Indemnification Rights.   The  rights
granted herein shall not be limited by the provisions of Section 55-8-
51 of the General Statutes of North Carolina or any successor statute.


                              ARTICLE 9

                          General Provisions


          Section 1.  Dividends and other Distributions.  The board of
directors may from time to time declare, and the corporation  may  pay
or  make,  dividends  and  other distributions  with  respect  to  its
outstanding  shares  in the manner and upon the terms  and  conditions
provided by law.

          Section 2.  Seal.  The seal of the corporation shall consist
of two concentric circles between which is the name of the corporation
and  in  the  center of which is inscribed SEAL; and such seal  as  is
impressed in the margin hereof is hereby adopted as the corporate seal
of the corporation.

           Section  3.  Waiver of Notice.  Whenever notice is required
to  be  given  to  a shareholder, director or other person  under  the
provisions  of  these  bylaws, the articles  of  incorporation  or  by
applicable  law, a waiver in writing signed by the person  or  persons
entitled  to  the notice, whether before or after the  date  and  time
stated  in  the  notice  and delivered to the  corporation,  shall  be
equivalent to giving the notice.

           Section 4.  Checks.  All checks, drafts or orders  for  the
payment  of money shall be signed by the officer or officers or  other
individuals  that  the  board  of directors  may  from  time  to  time
designate.

          Section 5.  Contracts.  The board of directors may authorize
any officer or officers, agent or agents to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
corporation,  and  such  authority may be  generally  or  confined  to
specific instances.

           Section  6.   Deposits.  All funds of the  corporation  not
otherwise employed shall be deposited from time to time to the  credit
of  the corporation in such depositories as the board of directors may
select.

           Section 7.  Bond.  The board of directors may by resolution
require  any  or all officers, agents and employees of the corporation
to give bond to the corporation, with sufficient sureties, conditioned
on  the faithful performance of the duties of their respective offices
or  positions, and to comply with such other conditions  as  may  from
time to time be required by the board.

          Section 8.  Fiscal Year.  The fiscal year of the corporation
shall be fixed by the board of directors.

           Section 9.  Amendments.  Unless otherwise provided  in  the
articles of incorporation or a bylaw adopted by the shareholders or by
law, these bylaws may be amended or repealed by the board of directors
in  accordance with the special voting provisions contained in Article
4,  Section 6, except that a bylaw adopted, amended or repealed by the
shareholders may not be readopted, amended or repealed by the board of
directors if neither the articles of incorporation nor a bylaw adopted
by  the shareholders authorizes the board of directors to adopt, amend
or repeal that particular bylaw or the bylaws generally.  These bylaws
may  also be amended or repealed by the board of directors.   A  bylaw
that  fixes  a greater quorum or voting requirement for the  board  of
directors may be amended or repealed (a) if originally adopted by  the
shareholders,  only  by  the  shareholders,  unless  such   bylaw   as
originally adopted by the shareholders provides that such bylaw may be
amended  or  repealed by the board of directors of (b)  if  originally
adopted  by the board of directors, either by the shareholders  or  by
the board of directors.  A bylaw that fixes a greater quorum or voting
requirement  may not be adopted by the board of directors  by  a  vote
less  than  a  majority of the directors then in office  and  may  not
itself  be  amended by a quorum or vote of the directors less  than  a
quorum  or  vote  prescribed  in  such  bylaw  or  prescribed  by  the
shareholders.

      THIS  IS  TO CERTIFY that the above bylaws of Delhaize  America,
Inc.,  were duly adopted by the board of directors of the corporation,
effective  May 4, 1995, and amended by the board of directors  of  the
corporation  effective  July  3, 1997,  and  further  amended  by  the
shareholders of the corporation effective September 7, 1999 and May 4,
2000,  all  by  action taken at duly called meetings of the  board  of
directors or shareholders as required by the General Statutes of North
Carolina.


          This 5th day of May, 2000.


                                   G. Linn Evans
                                   G. Linn Evans, Assistant Secretary

[Corporate Seal]