Food Lion, Inc.

                     Underwriting Agreement


                                               New York, New York
                                                  April 16,  1997


To the Representative
     named in Schedule I
     hereto of the Underwriters
     named in Schedule II
     hereto


Ladies and Gentlemen:

          Food Lion, Inc., a North Carolina corporation (the
"Company"), proposes to sell to the underwriters named in
Schedule II hereto (the "Underwriters"), for whom you (the
"Representative") are acting as representative, the principal
amount of its securities identified in Schedule I hereto (the
"Securities"), to be issued under an indenture dated as of August
15, 1991 and as supplemented from time to time (the "Indenture"),
between the Company and The Bank of New York, as trustee (the
"Trustee").

          1.  Representations and Warranties.  The Company
represents and warrants to, and agrees with, each Underwriter as
set forth below in this Section 1.  Certain terms used in this
Section 1 are defined in paragraph (c) hereof.

          (a)  The Company has met the requirements for the use
     of Form S-3 under the Securities Act of 1933 (the "Act") and
     has filed with the Securities and Exchange Commission (the
     "Commission") a registration statement (the file number of
     which is set forth in Schedule I hereto) on such Form,
     including a basic prospectus, for registration under the Act
     of the offering and sale of the Securities.  The Company may
     have filed one or more amendments thereto, and may have used
     a Preliminary Final Prospectus, each of which has previously
     been furnished to you.  Such registration statement, as so
     amended, has become effective.  The offering of the
     Securities is a Delayed Offering and, although the Basic
     Prospectus may not include all the information with respect
     to the Securities and the offering thereof required by the
     Act and the rules thereunder to be included in the Final
     Prospectus, the Basic Prospectus includes all such
     information required by the Act and the rules thereunder to
     be included therein as of the Execution Time.  The Company
     will next file with the Commission pursuant to Rules 415 and
     424(b)(2) or (5) a final supplement to the form of
     prospectus included in such registration statement relating
     to the Securities and the offering thereof.  As filed, such
     final prospectus supplement shall include all required
     information, with respect to the Securities and the offering
     thereof and, except to the extent the Representative shall
     agree in writing to a modification, shall be in all
     substantive respects in the form furnished to you prior to
     the Execution Time or, to the extent not completed at the
     Execution Time, shall contain only such specific additional
     information and other changes (beyond that contained in the
     Basic Prospectus and any Preliminary Final Prospectus) as
     the Company has advised you, prior to the Execution Time,
     will be included or made therein.
     
          (b)  At the Execution Time, the Registration Statement
     did or will, and when the Final Prospectus is first filed in
     accordance with Rule 424(b) and on the Closing Date, the
     Final Prospectus (and any supplement thereto) will, comply
     in all material respects with the applicable requirements of
     the Act, the Securities Exchange Act of 1934 (the "Exchange
     Act") and the Trust Indenture Act of 1939 (the "Trust
     Indenture Act") and the respective rules thereunder; at the
     Execution Time, the Registration Statement did not or will
     not contain any untrue statement of a material fact or omit
     to state any material fact required to be stated therein or
     necessary in order to make the statements therein not
     misleading; at the Execution Time and on the Closing Date
     the Indenture did or will comply in all material respects
     with the requirements of the Trust Indenture Act and the
     rules thereunder; and on the date of any filing pursuant to
     Rule 424(b) and on the Closing Date, the Final Prospectus
     (together with any supplement thereto) will not, include any
     untrue statement of a material fact or omit to state a
     material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they
     were made, not misleading; provided, however, that the
     Company makes no representations or warranties as to (i)
     that part of the Registration Statement which shall
     constitute the Statement of Eligibility and Qualification
     (Form T-1) under the Trust Indenture Act of the Trustee or
     (ii) the information contained in or omitted from the
     Registration Statement or the Final Prospectus (or any
     supplement thereto) in reliance upon and in conformity with
     information furnished in writing to the Company by or on
     behalf of any Underwriter through the Representative
     specifically for inclusion in the Registration Statement or
     the Final Prospectus (or any supplement thereto).

          (c)  The terms which follow, when used in this
     Agreement, shall have the meanings indicated.  The term "the
     Effective Date" shall mean each date that the Registration
     Statement and any post-effective amendment or amendments
     thereto became or become effective.  "Execution Time" shall
     mean the date and time that this Agreement is executed and
     delivered by the parties hereto.  "Basic Prospectus" shall
     mean the basic prospectus referred to in the first sentence
     of paragraph (a) above contained in the Registration
     Statement at the Effective Date or, if such basic prospectus
     has been amended after the Effective Date, the basic
     prospectus as most recently amended and filed pursuant to
     Rule 424(b).  "Preliminary Final Prospectus" shall mean any
     preliminary prospectus supplement to the Basic Prospectus
     which describes the Securities and the offering thereof and
     is used prior to the filing of the Final Prospectus.  "Final
     Prospectus" shall mean the prospectus supplement relating to
     the Securities that is first filed pursuant to Rule 424(b)
     after the Execution Time, together with the Basic
     Prospectus.  "Registration Statement" shall mean the
     registration statement referred to in the first sentence of
     paragraph (a) above, including incorporated documents,
     exhibits and financial statements, as amended at the
     Execution Time and, in the event any post-effective
     amendment thereto becomes effective prior to the Closing
     Date (as hereinafter defined), shall also mean such
     registration statement as so amended.  Such term shall
     include any Rule 430A Information deemed to be included
     therein at the Effective Date as provided by Rule 430A.
     "Rule 415", "Rule 424", "Rule 430A" and "Regulation S-K"
     refer to such rules or regulation under the Act.  "Rule 430A
     Information" means information with respect to the
     Securities and the offering thereof permitted to be omitted
     from the Registration Statement when it becomes effective
     pursuant to Rule 430A.  Any reference herein to the
     Registration Statement, the Basic Prospectus any Preliminary
     Final Prospectus or the Final Prospectus shall be deemed to
     refer to and include the documents incorporated by reference
     therein pursuant to Item 12 of Form S-3 which were filed
     under the Exchange Act on or before the Effective Date of
     the Registration Statement or the issue date of the Basic
     Prospectus, any Preliminary Final Prospectus or the Final
     Prospectus, as the case may be; and any reference herein to
     the terms "amend", "amendment" or "supplement", with respect
     to the Registration Statement, the Basic Prospectus, any
     Preliminary Final Prospectus or the Final Prospectus, shall
     be deemed to refer to and include the filing of any document
     under the Exchange Act after the Effective Date of the
     Registration Statement or the issue date of the Basic
     Prospectus, any Preliminary Final Prospectus or the Final
     Prospectus, as the case may be, deemed to be incorporated
     therein by reference. A "Delayed Offering" shall mean an
     offering of securities pursuant to Rule 415 which does not
     commence promptly after the effective date of a registration
     statement, with the result that only information required
     pursuant to Rule 415 need be included in such registration
     statement at the effective date thereof with respect to the
     securities so offered.

          2.  Purchase and Sale.  Subject to the terms and
conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to each
Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from the Company, at the purchase price set
forth in Schedule I hereto, the principal amount of the
Securities set forth opposite such Underwriter's name in Schedule
II.

          3.  Delivery and Payment.  Delivery of and payment for
the Securities shall be made on the date and at the time
specified in Schedule I hereto (or such later date not later than
three business days after such specified date as the
Representative shall designate), which date and time may be
postponed by agreement between the Representative and the Company
or as provided in Section 8 hereof (such date and time of
delivery and payment for the Securities being herein called the
"Closing Date").  Delivery of the Securities shall be made
through the facilities of the Depository Trust Company to the
respective accounts of the Underwriters against payment by each
of the Underwriters through the Representative of the purchase
price thereof to or upon the order of the Company by wire
transfer of same day funds to an account specified in writing by
the Company not less than two business days prior to the Closing
Date.  Delivery of the Securities shall be made at such location
as the Representative shall reasonably designate at least one
business day in advance of the Closing Date and payment for the
Securities shall be made at the office specified in Schedule I
hereto.  Certificates for the Securities shall be registered in
such names and in such denominations as the Representative may
request not less than three full business days in advance of the
Closing Date.

          The Company agrees to have the Securities available for
inspection, checking and packaging by the Representative in New
York, New York, not later than 1:00 PM on the business day prior
to the Closing Date.

          4.  Agreements.  The Company agrees with each of the
Underwriters that:

          (a)  Prior to the termination of the offering of the
     Securities, the Company will not file any amendment of the
     Registration Statement or supplement (including the Final
     Prospectus or any Preliminary Final Prospectus) to the Basic
     Prospectus unless the Company has furnished you a copy for
     your review prior to filing and will not file any such
     proposed amendment or supplement to which you reasonably
     object.  Subject to the foregoing sentence, the Company will
     cause the Final Prospectus, properly completed, and any
     supplement thereto to be filed with the Commission pursuant
     to the applicable paragraph of Rule 424(b) within the time
     period prescribed and will provide evidence satisfactory to
     the Representative of such timely filing.  The Company will
     promptly advise the Representative (i) when the Final
     Prospectus, and any supplement thereto, shall have been
     filed with the Commission pursuant to Rule 424(b), (ii)
     when, prior to termination of the offering of the
     Securities, any amendment to the Registration Statement
     shall have been filed or become effective, (iii) of any
     request by the Commission for any amendment of the
     Registration Statement or supplement to the Final Prospectus
     or for any additional information, (iv) of the issuance by
     the Commission of any stop order suspending the
     effectiveness of the Registration Statement or the
     institution or threatening of any proceeding for that
     purpose and (v) of the receipt by the Company of any
     notification with respect to the suspension of the
     qualification of the Securities for sale in any jurisdiction
     or the initiation or threatening of any proceeding for such
     purpose.  The Company will use its best efforts to prevent
     the issuance of any such stop order and, if issued, to
     obtain as soon as possible the withdrawal thereof.
     
          (b)  If, at any time when a prospectus relating to the
     Securities is required to be delivered under the Act, any
     event occurs as a result of which the Final Prospectus as
     then supplemented would include any untrue statement of a
     material fact or omit to state any material fact necessary
     to make the statements therein in the light of the
     circumstances under which they were made not misleading, or
     if it shall be necessary to amend the Registration Statement
     or supplement the Final Prospectus to comply with the Act or
     the Exchange Act or the respective rules thereunder, the
     Company promptly will prepare and file with the Commission,
     subject to the second sentence of paragraph (a) of this
     Section 4, an amendment or supplement which will correct
     such statement or omission or effect such compliance.
     
          (c)  As soon as practicable, the Company will make
     generally available to its security holders and to the
     Representative an earnings statement or statements of the
     Company and its subsidiaries which will satisfy the
     provisions of Section 11(a) of the Act and Rule 158 under
     the Act.
     
          (d)  The Company will furnish to the Representative and
     counsel for the Underwriters, without charge, copies of the
     Registration Statement (including exhibits thereto) and, so
     long as delivery of a prospectus by an Underwriter or dealer
     may be required by the Act, as many copies of any
     Preliminary Final Prospectus and the Final Prospectus and
     any supplement thereto as the Representative may reasonably
     request.  The Company will pay the expenses of printing or
     other production of all documents relating to the offering.
     
          (e)  Until the business date set forth on Schedule I
     hereto, the Company will not, without the consent of the
     Representative, offer, sell or contract to sell, or announce
     the offering of, any debt securities issued or guaranteed by
     the Company (other than the Securities).
     
          5.  Conditions to the Obligations of the Underwriters.
The obligations of the Underwriters to purchase the Securities
shall be subject to the accuracy of the representations and
warranties on the part of the Company contained herein as of the
Execution Time and the Closing Date, to the accuracy of the
statements of the Company made in any certificates pursuant to
the provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional conditions:

          (a)  The Final Prospectus, and any such supplement,
     shall have been filed in the manner and within the time
     period required by Rule 424(b); and no stop order suspending
     the effectiveness of the Registration Statement shall have
     been issued and no proceedings for that purpose shall have
     been instituted or threatened.
     
          (b)  The Company shall have furnished to the
     Representative the opinion of Glenn Dixon, Assistant General
     Counsel of the Company, dated the Closing Date, to the
     effect that:
     
               (i)  each of the Company and Kash n' Karry Food
          Stores, Inc. (the "Subsidiary") has been duly
          incorporated and is validly existing as a corporation
          in good standing under the laws of the jurisdiction in
          which it is chartered or organized, with full corporate
          power and authority to own its properties and conduct
          its business as described in the Final Prospectus, and
          is duly qualified to do business as a foreign
          corporation and is in good standing under the laws of
          each jurisdiction which requires such qualification
          wherein it owns or leases material properties or
          conducts material business;
          
               (ii)  all the outstanding shares of capital stock
          of the Subsidiary have been duly and validly authorized
          and issued and are fully paid and nonassessable, and,
          except as otherwise set forth in the Final Prospectus,
          all outstanding shares of capital stock of the
          Subsidiary are owned by the Company either directly or
          through wholly owned subsidiaries free and clear of any
          perfected security interest and, to the knowledge of
          such counsel, after due inquiry, any other security
          interests, claims, liens or encumbrances;
          
               (iii)  the Company's authorized equity
          capitalization is as set forth in the Final Prospectus;
          and the Securities conform to the description thereof
          contained in the Final Prospectus;
          
               (iv)  the Indenture has been duly authorized,
          executed and delivered and constitutes a legal, valid
          and binding instrument enforceable against the Company
          in accordance with its terms (subject, as to
          enforcement of remedies, to applicable bankruptcy,
          reorganization, insolvency, moratorium or other laws
          affecting creditors' rights generally from time to time
          in effect); and the Securities have been duly
          authorized and, when executed and authenticated in
          accordance with the provisions of the Indenture and
          delivered to and paid for by the Underwriters pursuant
          to this Agreement, will constitute legal, valid and
          binding obligations of the Company entitled to the
          benefits of the Indenture;
          
               (v)  to the best knowledge of such counsel, there
          is no pending or threatened action, suit or proceeding
          before any court or governmental agency, authority or
          body or any arbitrator involving the Company or any of
          its subsidiaries, of a character required to be
          disclosed in the Registration Statement which is not
          adequately disclosed in the Final Prospectus, and there
          is no franchise, contract or other document of a
          character required to be described in the Registration
          Statement or Final Prospectus, or to be filed as an
          exhibit, which is not described or filed as required;
          and the statements included or incorporated in the
          Final Prospectus describing any legal proceedings or
          material contracts or agreements relating to the
          Company fairly summarize such matters;
          
               (vi)  such counsel has no reason to believe that
          at the Execution Time the Registration Statement
          contained any untrue statement of a material fact or
          omitted to state any material fact required to be
          stated therein or necessary to make the statements
          therein not misleading or that on the date of any
          filing pursuant to Rule 424(b) and on the Closing Date
          the Final Prospectus included or includes any untrue
          statement of a material fact or omits to state a
          material fact necessary to make the statements therein,
          in the light of the circumstances under which they were
          made, not misleading;
          
               (vii)  this Agreement has been duly authorized,
          executed and delivered by the Company;
          
               (viii)  no consent, approval, authorization or
          order of any court or governmental agency or body is
          required for the consummation of the transactions
          contemplated herein, except such as have been obtained
          under the Act and such as may be required under the
          blue sky laws of any jurisdiction in connection with
          the purchase and distribution of the Securities by the
          Underwriters and such other approvals (specified in
          such opinion) as have been obtained; and
          
               (ix)  neither the issue and sale of the
          Securities, nor the consummation of any other of the
          transactions herein contemplated nor the fulfillment of
          the terms hereof will conflict with, result in a breach
          of, or constitute a default under the charter or
          by-laws of the Company or the terms of any indenture or
          other agreement or instrument known to such counsel and
          to which the Company or any of its subsidiaries is a
          party or bound, or any order or decree known to such
          counsel to be applicable to the Company or any of its
          subsidiaries of any court, regulatory body,
          administrative agency, governmental body or arbitrator
          having jurisdiction over the Company or any of its
          subsidiaries.
          
          In rendering such opinion, such counsel may rely (A) as
     to matters involving the application of laws of any
     jurisdiction other than the State of North Carolina or the
     United States, to the extent deemed proper and specified in
     such opinion, upon the opinion of other counsel of good
     standing believed to be reliable and who are satisfactory to
     counsel for the Underwriters and (B) as to matters of fact,
     to the extent deemed proper, on certificates of responsible
     officers of the Company and public officials.  References to
     the Final Prospectus in this paragraph (b) include any
     supplements thereto at the Closing Date.
     
          (c)  The Company shall have furnished to the
     Representative the opinion of Akin, Gump, Strauss, Hauer &
     Feld, L.L.P., counsel to the Company, dated the Closing
     Date, to the effect that:
     
               (i) each of the Company and the Subsidiary has
          been duly incorporated and is validly existing as a
          corporation in good standing under the laws of the
          jurisdiction in which it is chartered or organized,
          with full corporate power and authority to own its
          properties and conduct its business as described in the
          Final Prospectus.
          
               (ii)  the Indenture has been duly authorized,
          executed and delivered, has been duly qualified under
          the Trust Indenture Act, and constitutes a legal, valid
          and binding instrument enforceable against the Company
          in accordance with its terms (subject, as to
          enforcement of remedies, to applicable bankruptcy,
          reorganization, insolvency, moratorium or other laws
          affecting creditors' rights generally from time to time
          in effect); and the Securities have been duly
          authorized and, when executed and authenticated in
          accordance with the provisions of the Indenture and
          delivered to and paid for by the Underwriters pursuant
          to this Agreement, will constitute legal, valid and
          binding obligations of the Company entitled to the
          benefits of the Indenture;
          
               (iii)  to the knowledge of such counsel, there is
          no pending or threatened action, suit or proceeding
          before any court or governmental agency, authority or
          body or any arbitrator involving the Company or any of
          its subsidiaries, of a character required to be
          disclosed in the Registration Statement which is not
          adequately disclosed in the Final Prospectus; and the
          statements included or incorporated in the Final
          Prospectus describing any legal proceedings known to
          such counsel or material contracts or agreements
          relating to the Company and known to such counsel
          fairly summarize such matters;
          
               (iv)  the Registration Statement has become
          effective under the Act; any required filing of the
          Basic Prospectus, any Preliminary Final Prospectus and
          the Final Prospectus, and any supplements thereto,
          pursuant to Rule 424(b) has been made in the manner and
          within the time period required by Rule 424(b); to the
          best knowledge of such counsel, no stop order
          suspending the effectiveness of the Registration
          Statement has been issued, no proceedings for that
          purpose have been instituted or threatened, and the
          Registration Statement and the Final Prospectus (other
          than the financial statements and other financial and
          statistical information contained therein as to which
          such counsel need express no opinion) comply as to form
          in all material respects with the applicable
          requirements of the Act, the Exchange Act and the Trust
          Indenture Act and the respective rules thereunder; and
          such counsel has no reason to believe that at the
          Execution Time the Registration Statement contained any
          untrue statement of a material fact or omitted to state
          any material fact required to be stated therein or
          necessary to make the statements therein not misleading
          or that on the date of any filing pursuant to Rule
          424(b) and on the Closing Date the Final Prospectus
          included or includes any untrue statement of a material
          fact or omits to state a material fact necessary to
          make the statements therein, in the light of the
          circumstances under which they were made, not
          misleading;
          
               (v)  this Agreement has been duly authorized,
          executed and delivered by the Company;
          
               (vi)  neither the issue and sale of the
          Securities, nor the consummation of any other of the
          transactions herein contemplated nor the fulfillment of
          the terms hereof will conflict with, result in a breach
          of, or constitute a default under the charter or
          by-laws of the Company or the terms of any indenture or
          other agreement or instrument known to such counsel and
          to which the Company or any of its subsidiaries is a
          party or bound or any order or decree known to such
          counsel to be applicable to the Company or any of its
          subsidiaries of any court, regulatory body,
          administrative agency, governmental body or arbitrator
          having jurisdiction over the Company or any of its
          subsidiaries; and
          
               (vii)  no consent, approval, authorization or
          order of any court or governmental agency or body is
          required for the consummation of the transactions
          contemplated herein, except such as have been obtained
          under the Act and such as may be required under the
          blue sky laws of any jurisdiction in connection with
          the purchase and distribution of the Securities by the
          Underwriters and such other approvals (specified in
          such opinion) as have been obtained.
          
          In rendering such opinion, such counsel may rely (A) as
     to matters involving the application of laws of any
     jurisdiction other than the State of New York or the United
     States, to the extent deemed proper and specified in such
     opinion, upon the opinion of other counsel of good standing
     believed to be reliable and who are satisfactory to counsel
     for the Underwriters and (B) as to matters of fact, to the
     extent deemed proper, on certificates of responsible
     officers of the Company and public officials.  References to
     the Final Prospectus in this paragraph (c) include any
     supplements thereto at the Closing Date.
     
          (d) The Representative shall have received from Cleary,
     Gottlieb, Steen & Hamilton, counsel for the Underwriters,
     such opinion or opinions, dated the Closing Date, with
     respect to the issuance and sale of the Securities, the
     Indenture, the Registration Statement, the Final Prospectus
     (together with any supplement thereto) and other related
     matters as the Representative may reasonably require, and
     the Company shall have furnished to such counsel such
     documents as they request for the purpose of enabling them
     to pass upon such matters.
     
          (e)  The Company shall have furnished to the
     Representative a certificate of the Company, signed by the
     Chief Financial Officer, Vice President and the Director of
     Accounting, Treasurer, dated the Closing Date, to the effect
     that the signer of such certificate has carefully examined
     the Registration Statement, the Final Prospectus, any
     supplement to the Final Prospectus and this Agreement and
     that:
     
               (i)  the representations and warranties of the
          Company in this Agreement are true and correct in all
          material respects on and as of the Closing Date with
          the same effect as if made on the Closing Date and the
          Company has complied with all the agreements and
          satisfied all the conditions on its part to be
          performed or satisfied at or prior to the Closing Date;
          
               (ii)  no stop order suspending the effectiveness
          of the Registration Statement has been issued and no
          proceedings for that purpose have been instituted or,
          to the Company's knowledge, threatened; and
          
               (iii)  since the date of the most recent financial
          statements included in the Final Prospectus (exclusive
          of any supplement thereto), there has been no material
          adverse change in the condition (financial or other),
          earnings, business or properties of the Company and its
          subsidiaries, whether or not arising from transactions
          in the ordinary course of business, except as set forth
          in or contemplated in the Final Prospectus (exclusive
          of any supplement thereto).
          
          (f)  At the Execution Time, Coopers & Lybrand L.L.P.
     shall have furnished to the Representative a letter or
     letters (which may refer to letters previously delivered to
     the Representative), dated as of the date of the Execution
     Time, in form and substance satisfactory to the
     Representative, confirming that they are independent
     accountants within the meaning of the Act and the Exchange
     Act and the respective applicable published rules and
     regulations thereunder and stating in effect that:
     
               (i)  in their opinion the audited financial
          statements and financial statement schedules included
          or incorporated in the Registration Statement and the
          Final Prospectus and reported on by them comply in form
          in all material respects with the applicable accounting
          requirements of the Act and the Exchange Act and the
          related published rules and regulations;
          
               (ii)  on the basis of a reading, and limited
          review in accordance with standards established by the
          American Institute of Certified Public Accountants, of
          the latest unaudited financial statements made
          available by the Company and its subsidiaries; carrying
          out certain specified procedures (but not an
          examination in accordance with generally accepted
          auditing standards) which would not necessarily reveal
          matters of significance with respect to the comments
          set forth in such letter; a reading of the minutes of
          the meetings of the stockholders, directors and the
          audit, profit sharing, stock option, senior management
          compensation and management succession plan committees
          of the Company and the Subsidiary; and inquiries of
          certain officials of the Company who have
          responsibility for financial and accounting matters of
          the Company and its subsidiaries as to transactions and
          events subsequent to the date of the most recent
          audited financial statements in or incorporated in the
          Final Prospectus, nothing came to their attention which
          caused them to believe that:
          
                    (1)  any unaudited financial statements
               included or incorporated in the Registration
               Statement and the Final Prospectus do not comply
               in form in all material respects with applicable
               accounting requirements and with the published
               rules and regulations of the Commission with
               respect to financial statements included or
               incorporated in quarterly reports on Form 10-Q
               under the Exchange Act; and said unaudited
               financial statements are not in conformity with
               generally accepted accounting principles applied
               on a basis substantially consistent with that of
               the audited financial statements included or
               incorporated in the Registration Statement and the
               Final Prospectus;
               
                    (2) with respect to the period subsequent to
               the date of the most recent financial statements
               (other than any capsule information), audited or
               unaudited, in or incorporated in the Registration
               Statement and the Final Prospectus, there were any
               changes, at a specified date not more than five
               business days prior to the date of the letter, in
               the long-term debt, working capital or
               shareholders equity of the Company and its
               subsidiaries as compared with the amounts shown on
               the most recent consolidated balance sheet
               included or incorporated in the Registration
               Statement and the Final Prospectus, or for the
               period from the date of the most recent financial
               statements included or incorporated in the
               Registration Statement and the Final Prospectus to
               such specified date there were any decreases, as
               compared with the corresponding period in the
               preceding year, in net sales, income before income
               taxes, or net income, except in all instances for
               changes or decreases set forth in such letter, in
               which case the letter shall be accompanied by an
               explanation by the Company as to the significance
               thereof unless said explanation is not deemed
               necessary by the Representative; or
               
                    (3)  the amounts included in any unaudited
               "capsule" information included or incorporated in
               the Registration Statement and the Final
               Prospectus do not agree with the amounts set forth
               in the unaudited financial statements for the same
               periods or were not determined on a basis
               substantially consistent with that of the
               corresponding amounts in the audited financial
               statements included or incorporated in the
               Registration Statement and the Final Prospectus
               and in conformity with generally accepted
               accounting principles; and
               
               (iii)  they have performed certain other specified
          procedures as a result of which they determined that
          certain information of an accounting, financial or
          statistical nature (which is limited to accounting,
          financial or statistical information derived from the
          general accounting records of the Company and its
          subsidiaries) set forth in the Registration Statement
          and the Final Prospectus and in Exhibit 12 to the
          Registration Statement, including the information
          included or incorporated in Items 1, 5,  6, 7, 8, 9,
          and 11 of the Company's 1996 Annual Report on
          Form 10-K, incorporated in the Registration Statement
          and the Final Prospectus, and the information included
          in the "Management's Discussion and Analysis of
          Financial Condition and Results of Operations" included
          or incorporated in the Registration Statement and the
          Final Prospectus, agrees with the accounting records of
          the Company and its subsidiaries, excluding any
          questions of legal interpretation.
          
          References to the Final Prospectus in this
paragraph (f) include any supplement thereto at the date of the
letter.

          In addition at the Closing Date, Coopers & Lybrand
L.L.P. shall have furnished to the Representative a letter or
letters, dated as of the Closing Date, in form and substance
satisfactory to the Representative, to the effect set forth
above.

          (g)  Subsequent to the Execution Time or, if earlier,
     the dates as of which information is given in the
     Registration Statement (exclusive of any amendment thereof)
     and the Final Prospectus (exclusive of any supplement
     thereto), there shall not have been (i) any change or
     decrease specified in the letter or letters referred to in
     paragraph (f) of this Section 5 or (ii) any change, or any
     development involving a prospective change, in or affecting
     the business or properties of the Company and its
     subsidiaries, the effect of which, in any case referred to
     in clause (i) or (ii) above, is, in the judgment of the
     Representative, so material and adverse as to make it
     impractical or inadvisable to proceed with the offering or
     the delivery of the Securities as contemplated by the
     Registration Statement (exclusive of any amendment thereof)
     and the Final Prospectus (exclusive of any supplement
     thereto).
     
          (h)  Subsequent to the Execution Time, there shall not
     have been any decrease in the ratings of any of the
     Company's debt securities by any "nationally recognized
     statistical rating organization" (as defined for purposes of
     Rule 436(g) under the Act) or any notice given of any
     intended or potential decrease in any such rating or of a
     possible change in any such rating that does not indicate
     the direction of the possible change.
     
          (i)  Prior to the Closing Date, the Company shall have
     furnished to the Representative such further information,
     certificates and documents as the Representative may
     reasonably request.
     
          If any of the conditions specified in this Section 5
shall not have been fulfilled in all material respects when and
as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall
not be in all material respects reasonably satisfactory in form
and substance to the Representative and counsel for the
Underwriters, this Agreement and all obligations of the
Underwriters hereunder may be canceled at, or at any time prior
to, the Closing Date by the Representative.  Notice of such
cancellation shall be given to the Company in writing or by
telephone or telecopy confirmed in writing.

          6.  Reimbursement of Underwriters' Expenses.  If the
sale of the Securities provided for herein is not consummated
because any condition to the obligations of the Underwriters set
forth in Section 5 hereof is not satisfied, because of any
termination pursuant to Section 9 hereof or because of any
refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision hereof
other than by reason of a default by any of the Underwriters, the
Company will reimburse the Underwriters severally upon demand for
all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them
in connection with the proposed purchase and sale of the
Securities.

          7.  Indemnification and Contribution.

          (a)  The Company agrees to indemnify and hold harmless
     each Underwriter, the directors, officers, employees and
     agents of each Underwriter and each person who controls any
     Underwriter within the meaning of either the Act or the
     Exchange Act against any and all losses, claims, damages or
     liabilities, joint or several, to which they or any of them
     may become subject under the Act, the Exchange Act or other
     Federal or state statutory law or regulation, at common law
     or otherwise, insofar as such losses, claims, damages or
     liabilities (or actions in respect thereof) arise out of or
     are based upon any untrue statement or alleged untrue
     statement of a material fact contained in the registration
     statement for the registration of the Securities as
     originally filed or in any amendment thereof, or in the
     Basic Prospectus, any Preliminary Final Prospectus or the
     Final Prospectus, or in any amendment thereof or supplement
     thereto, or arise out of or are based upon the omission or
     alleged omission to state therein a material fact required
     to be stated therein or necessary to make the statements
     therein not misleading, and agrees to reimburse each such
     indemnified party, as incurred, for any legal or other
     expenses reasonably incurred by them in connection with
     investigating or defending any such loss, claim, damage,
     liability or action; provided, however, that (i) this
     indemnity with respect to any Preliminary Final Prospectus
     or Basic Prospectus shall not inure to the benefit of any
     Underwriter (or any director, officer, employee or agent of
     such Underwriter or any person controlling such Underwriter)
     from whom the person asserting any such loss, claim, damage
     or liability purchased the Securities which are the subject
     thereof if there was not sent or given to such person a copy
     of the Final Prospectus (or the Final Prospectus as then
     amended or supplemented) (exclusive of material incorporated
     therein by reference) at or prior to the confirmation of the
     sale of such Securities to such person in any case where
     such delivery is required by the Act, and the untrue
     statement or omission of a material fact contained in the
     Preliminary Final Prospectus or Basic Prospectus was
     corrected in such Final Prospectus (or Final Prospectus as
     so amended or supplemented) and the Company previously
     furnished copies thereof to such Underwriter and (ii) the
     Company will not be liable in any such case to the extent
     that any such loss, claim, damage or liability arises out of
     or is based upon any such untrue statement or alleged untrue
     statement or omission or alleged omission made therein in
     reliance upon and in conformity with written information
     furnished to the Company by or on behalf of any Underwriter
     through the Representative specifically for inclusion
     therein.  This indemnity agreement will be in addition to
     any liability which the Company may otherwise have.
     
          (b)  Each Underwriter severally agrees to indemnify and
     hold harmless the Company, each of its directors, each of
     its officers who signs the Registration Statement, and each
     person who controls the Company within the meaning of either
     the Act or the Exchange Act, to the same extent as the
     foregoing indemnity from the Company to each Underwriter,
     but only with reference to written information relating to
     such Underwriter furnished to the Company by or on behalf of
     such Underwriter through the Representative specifically for
     inclusion in the documents referred to in the foregoing
     indemnity.  This indemnity agreement will be in addition to
     any liability which any Underwriter may otherwise have.  The
     Company acknowledges that the statements set forth in the
     last paragraph of the cover page and under the heading
     "Underwriting", respectively, in the Preliminary Final
     Prospectus and the Final Prospectus constitute the only
     information furnished in writing by or on behalf of any of
     the Underwriters for inclusion in the documents referred to
     in the foregoing indemnity, and you, as the Representative,
     confirm that such statements are correct.
     
          (c)  Promptly after receipt by an indemnified party
     under this Section 7 of notice of the commencement of any
     action, such indemnified party will, if a claim in respect
     thereof is to be made against the indemnifying party under
     this Section 7, notify the indemnifying party in writing of
     the commencement thereof; but the failure so to notify the
     indemnifying party (i) will not relieve it from liability
     under paragraph (a) or (b) above unless and to the extent it
     did not otherwise learn of such action and such failure
     results in the forfeiture by the indemnifying party of
     substantial rights and defenses and (ii) will not, in any
     event, relieve the indemnifying party from any obligations
     to any indemnified party other than the indemnification
     obligation provided in paragraph (a) or (b) above.  The
     indemnifying party shall be entitled to appoint counsel of
     the indemnifying party's choice at the indemnifying party's
     expense to represent the indemnified party in any action for
     which indemnification is sought (in which case the
     indemnifying party shall not thereafter be responsible for
     the fees and expenses of any separate counsel retained by
     the indemnified party or parties except as set forth below);
     provided, however, that such counsel shall be satisfactory
     to the indemnified party.  Notwithstanding the indemnifying
     party's election to appoint counsel to represent the
     indemnified party in an action, the indemnified party shall
     have the right to employ separate counsel (including local
     counsel), and the indemnifying party shall bear the
     reasonable fees, costs and expenses of such separate counsel
     if (i) the use of counsel chosen by the indemnifying party
     to represent the indemnified party would present such
     counsel with a conflict of interest, (ii) the actual or
     potential defendants in, or targets of, any such action
     include both the indemnified party and the indemnifying
     party and the indemnified party shall have reasonably
     concluded that there may be legal defenses available to it
     and/or other indemnified parties which are different from or
     additional to those available to the indemnifying party,
     (iii) the indemnifying party shall not have employed counsel
     satisfactory to the indemnified party to represent the
     indemnified party within a reasonable time after notice of
     the institution of such action or (iv) the indemnifying
     party shall authorize the indemnified party to employ
     separate counsel at the expense of the indemnifying party.
     An indemnifying party will not, without the prior written
     consent of the indemnified parties, settle or compromise or
     consent to the entry of any judgment with respect to any
     pending or threatened claim, action, suit or proceeding in
     respect of which indemnification or contribution may be
     sought hereunder (whether or not the indemnified parties are
     actual or potential parties to such claim or action) unless
     such settlement, compromise or consent includes an
     unconditional release of each indemnified party from all
     liability arising out of such claim, action, suit or
     proceeding.
     
          (d)  In the event that the indemnity provided in
     paragraph (a) or (b) of this Section 7 is unavailable to or
     insufficient to hold harmless an indemnified party for any
     reason, the Company and the Underwriters agree to contribute
     to the aggregate losses, claims, damages and liabilities
     (including legal or other expenses reasonably incurred in
     connection with investigating or defending same)
     (collectively "Losses") to which the Company and one or more
     of the Underwriters may be subject in such proportion as is
     appropriate to reflect the relative benefits received by the
     Company and by the Underwriters from the offering of the
     Securities; provided, however, that in no case shall any
     Underwriter (except as may be provided in any agreement
     among underwriters relating to the offering of the
     Securities) be responsible for any amount in excess of the
     underwriting discount or commission applicable to the
     Securities purchased by such Underwriter hereunder.  If the
     allocation provided by the immediately preceding sentence is
     unavailable for any reason, the Company and the Underwriters
     shall contribute in such proportion as is appropriate to
     reflect not only such relative benefits but also the
     relative fault of the Company and of the Underwriters in
     connection with the statements or omissions which resulted
     in such Losses as well as any other relevant equitable
     considerations.  Benefits received by the Company shall be
     deemed to be equal to the total net proceeds from the
     offering (before deducting expenses), and benefits received
     by the Underwriters shall be deemed to be equal to the total
     underwriting discounts and commissions, in each case as set
     forth on the cover page of the Final Prospectus.   Relative
     fault shall be determined by reference to whether any
     alleged untrue statement or omission relates to information
     provided by the Company or the Underwriters.  The Company
     and the Underwriters agree that it would not be just and
     equitable if contribution were determined by pro rata
     allocation or any other method of allocation which does not
     take account of the equitable considerations referred to
     above.  Notwithstanding the provisions of this paragraph
     (d), no person guilty of fraudulent misrepresentation
     (within the meaning of Section 11(f) of the Act) shall be
     entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation.  For purposes of this
     Section 7, each person who controls an Underwriter within
     the meaning of either the Act or the Exchange Act and each
     director, officer, employee and agent of an Underwriter
     shall have the same rights to contribution as such
     Underwriter, and each person who controls the Company within
     the meaning of either the Act or the Exchange Act, each
     officer of the Company who shall have signed the
     Registration Statement and each director of the Company
     shall have the same rights to contribution as the Company,
     subject in each case to the applicable terms and conditions
     of this paragraph (d).
     
          8.  Default by an Underwriter.  If any Underwriter
shall fail to purchase and pay for any of the Securities agreed
to be purchased by such Underwriter hereunder and such failure to
purchase shall constitute a default in the performance of its
obligations under this Agreement, the other Underwriter shall be
obligated to take up and pay for the Securities which the
defaulting Underwriter agreed but failed to purchase; provided,
however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter agreed but failed to
purchase shall exceed 10% of the aggregate amount of Securities
set forth in Schedule II hereto, the other Underwriter shall have
the right to purchase all, but shall not be under any obligation
to purchase any, of the Securities, and if such nondefaulting
Underwriter does not purchase all the Securities, this Agreement
will terminate without liability to any nondefaulting Underwriter
or the Company.  In the event of a default by any Underwriter as
set forth in this Section 8, the Closing Date shall be postponed
for such period, not exceeding seven days, as the Representative
shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other
documents or arrangements may be effected.  Nothing contained in
this Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereunder.

          9.  Termination.  This Agreement shall be subject to
termination in the absolute discretion of the Representative, by
notice given to the Company prior to delivery of and payment for
the Securities, if prior to such time (i) trading in the
Company's Class A Common Stock or Class B Common Stock shall have
been suspended by the Commission or the National Association of
Securities Dealers Automated Quotation National Market System or
trading in securities generally on the New York Stock Exchange or
the National Association of Securities Dealers Automated
Quotation National Market System shall have been suspended or
limited or minimum prices shall have been established on such
Exchange or Market System, (ii) a banking moratorium shall have
been declared either by Federal or New York State authorities or
(iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national
emergency or war or other calamity or crisis the effect of which
on financial markets is such as to make it, in the judgment of
the Representative, impracticable or inadvisable to proceed with
the offering or delivery of the Securities as contemplated by the
Final Prospectus (exclusive of any supplement thereto).

          10.  Representations and Indemnities to Survive.  The
respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of the
Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in
Section 7 hereof, and will survive delivery of and payment for
the Securities.  The provisions of Sections 6 and 7 hereof shall
survive the termination or cancellation of this Agreement.

          11.  Notices.  All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Representative, will be mailed, delivered or telecopied and
confirmed to them, at the address specified in Schedule I hereto;
or, if sent to the Company, will be mailed, delivered or
telecopied and confirmed to it at 2110 Executive Drive, P.O. Box
1330, Salisbury, North Carolina, telecopy (704) 639-1353
attention of the legal department.

          12.  Successors.  This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and
controlling persons referred to in Section 7 hereof, and no other
person will have any right or obligation hereunder.

          13.  Applicable Law.  This Agreement will be governed
by and construed in accordance with the laws of the State of New
York.

          14.  Counterparts.  This agreement may be signed in one
or more counterparts, each of which shall be an original, and
together shall constitute one and the same instrument.

          If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us the
enclosed duplicate hereof, whereupon this letter and your
acceptance shall represent a binding agreement among the Company
and each of the Underwriters.


                                        Very truly yours,
                                        
                                        Food Lion, Inc.
                                        
                                        By: Laura Kendall
                                        Name:Laura Kendall
                                        Title: Vice President of Finance

The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.

Salomon Brothers Inc

By:  Salomon Brothers Inc

By: Kimberly M. Bernstein
  Name:Kimberly M. Bernstein
  Title:Vice President of Salomon Brothers Inc

For itself and the other
Underwriter named
in Schedule II to the
foregoing Agreement.

                           SCHEDULE I
                                
                                
Underwriting Agreement dated as of April 16, 1997

Registration Statement No. (33-49620)

Representative:       Salomon Brothers Inc
                      Seven World Trade Center
                      New York, NY
                      Telecopy:  (212) 783-6972
                      Attn:  Legal Department
             
             
             
             
Title, Purchase Price and Description of Securities:

    Title:  7.55% Notes due 2007
            8.05% Notes due 2027
 
    Principal amount:   $150,000,000 7.55% Notes due 2007
                        $150,000,000 8.05% Notes due 2027
 
    Purchase price for 7.55% Notes due 2007:   99.677% of the
                                 principal amount being
                                 purchased, plus accrued
                                 interest, if any, from April
                                 21, 1997 to the Closing Date,
                                 less an underwriting discount
                                 of .650% of the principal
                                 amount being purchased
                                 
    Purchase price for 8.05% Notes due 2027:   99.632% of the
                                 principal amount being
                                 purchased, plus accrued
                                 interest, if any, from
                                 April 21, 1997 to the Closing
                                 Date, less an underwriting
                                 discount of .875% of the
                                 principal amount being
                                 purchased.
                                 
Sinking fund provisions:  None

    Redemption provisions:

    The 7.55% Notes due 2007 will be redeemable as a whole or in
    part, at the option of the Company at any time, at a
    redemption price equal to the greater of (i) 100% of the
    principal amount of each such Note to be redeemed and (ii)
    the sum of the present values of the Remaining Scheduled
    Payments (as defined in the Final Prospectus) thereon
    discounted to the redemption date on a semiannual basis
    (assuming a 360-day year consisting of twelve 30-day months)
    at the Treasury Rate (as defined in the Final Prospectus)
    plus 5 basis points, plus, in either case, accrued interest
    on the principal amount being redeemed to the date of
    redemption.
    
    The 8.05% Notes due 2027 will be redeemable as a whole or in
    part, at the option of the Company at any time, at a
    redemption price equal to the greater of (i) 100% of the
    principal amount of each such Note to be redeemed and (ii)
    the sum of the present values of the Remaining Scheduled
    Payments (as defined in the Final Prospectus) thereon
    discounted to the redemption date on a semiannual basis
    (assuming a 360-day year consisting of twelve 30-day months)
    at the Treasury Rate (as defined in the Final Prospectus)
    plus 20 basis points, plus, in either case, accrued interest
    on the principal amount being redeemed to the date of
    redemption.
    
    Notice of any redemption will be mailed at least 30 days but
    not more than 60 days before the redemption date to each
    holder of any such Notes to be redeemed.
    
    Unless the Company defaults in payment of the redemption
    price, on and after the redemption date interest will cease
    to accrue on such Notes or portions thereof called for
    redemption.
    
    
Closing Date, Time and Location:  April 21, 1997, 10:00 AM, New
York City time, at the offices of Cleary, Gottlieb, Steen &
Hamilton, One Liberty Plaza, New York, New York 10006

Type of Offering:  Delayed Offering

Date referred to in Section 4(e) after which the Company may
offer or sell debt securities issued or guaranteed by the Company
without the consent of the Representative:  the first business
day occurring on or after the tenth day after the Closing Date.

                           SCHEDULE II
                                
                                       Principal Amount of
                                       7.55% Notes due 2007
Underwriters                             to be Purchased
                                 
Salomon Brothers Inc                      $75,000,000
NationsBanc Capital Markets,              $75,000,000
Inc.
                                 
Total                                     $150,000,000
                                 
                                 
                                 
                                
                                       Principal Amount of
                                       8.05% Notes due 2027
Underwriters                             to be Purchased
                                 
Salomon Brothers Inc                      $75,000,000
NationsBanc Capital Markets,              $75,000,000
Inc.
                                 
Total                                     $150,000,000