FOOD LION, INC

                              and

                 THE BANK OF NEW YORK, Trustee


                         _____________


                  FIRST SUPPLEMENTAL INDENTURE

                         _____________


                   Dated as of April 21, 1997

                         _____________




    Providing for the issuance of Debt Securities in series.



     FIRST SUPPLEMENTAL INDENTURE dated as of April 21, 1997 (the
"First Supplemental Indenture"), between FOOD LION, INC., a North
Carolina corporation (the "Company"), and THE BANK OF NEW YORK, a
New York banking corporation, as trustee (the "Trustee").

                            RECITALS:

      WHEREAS,  the  Company  and the  Trustee  entered  into  an
Indenture,  dated  as  of August 15, 1991  (the  "Indenture")  to
provide  for  the  issuance from time to time  of  its  unsecured
debentures,  notes   or  other evidences of  indebtedness  to  be
issued in one or more series (the "Debt Securities") (capitalized
terms  used  herein without definition shall have the  respective
meanings ascribed to them in the Indenture);

      WHEREAS, Section 10.01 of the Indenture provides  that  the
Company and the Trustee may supplement the Indenture without  the
written consent of the Holders in certain situations;

      WHEREAS,  Sections 2.01 and 2.02 of the Indenture  provides
that  the Company may enter into an indenture supplement  without
the  consent of any Holders to establish the terms of one or more
series of the Debt Securities;

     WHEREAS, all acts and things prescribed by the Indenture, by
law and by the Certificate of Incorporation and the Bylaws of the
Company  and  of  the  Trustee  necessary  to  make  this   First
Supplemental Indenture a valid instrument legally binding on  the
Company and the Trustee, in accordance with its terms, have  been
duly done and performed; and

     WHEREAS, all conditions precedent to amend or supplement the
Indenture have been met.; and

     WHEREAS,  all Debt Securities issued and outstanding  as  of
April 21, 1997 shall continue to be governed by the provisions of
the Indenture;
     
      NOW,  THEREFORE, each party agrees, for the benefit of  the
other  party and for the equal and ratable benefit of the Holders
of  any  series of Debt Securities, issued on or after April  21,
1997,   including,  without  limitation,  the   Debt   Securities
described in Article 2 hereof, to the amendments set forth  below
(the  "Amendments") which will become operative pursuant  to  the
terms hereof.

                            ARTICLE 1
                           Amendments

     Section 1.01.  Amendments and Modifications to Article One.

          a.    Insert the following as a new definition to Section 1.01.

          The term "Attributable Debt" means in connection with a
          Sale  and  Lease-Back  Transaction  the  aggregate   of
          present values (discounted at a rate per annum equal to
          the  average  interest  borne by all  outstanding  Debt
          Securities determined on a weighted average  basis  and
          compounded  semi-annually) of the  obligations  of  the
          Company  or  any  Subsidiary for  net  rental  payments
          during  the  remaining  term of  the  applicable  lease
          (including  any  period for which such lease  has  been
          extended  or  may,  at the option  of  the  lessor,  be
          extended).
     
          b.   Insert  the  following  as  a  new  definition  in
          Section 1.01.

          The  term  "Capital Lease" means any lease of  property
          which, in accordance with generally accepted accounting
          principles,  should  be  capitalized  on  the  lessee's
          balance sheet or for which the amount of the asset  and
          liability  thereunder  as if so capitalized  should  be
          disclosed  in  a  note  to  such  balance  sheet;   and
          "Capitalized Lease Obligation" means the amount of  the
          liability which should be so capitalized or disclosed.

          c.   Insert  the  following  as  a  new  definition  in
          Section 1.01.

          The  term  "Funded Indebtedness" means any Indebtedness
          maturing by its terms more than one year from the  date
          of    the   determination   thereof,   including    any
          Indebtedness renewable or extendible at the  option  of
          the obligor to a date later than one year from the date
          of the determination thereof.
          
          d.   Insert the following as a new definition in Section 1.01.
          
          The   term  "Indebtedness"  of  any  Person  means  all
          obligations  (other  than the Debt Securities  of  such
          series) of or guaranteed or assumed by, such Person  or
          any   of  such  Person's  Restricted  Subsidiaries  for
          borrowed money or evidenced by bonds, debentures, notes
          or other similar instruments.

           e.   Insert  the  following as a  new  definition  in
                Section 1.01.

          The    term   "Restricted   Subsidiaries"   means   all
          Subsidiaries  other  than Non-Restricted  Subsidiaries.
          "Non-Restricted  Subsidiary" means any Subsidiary  that
          the  Company's  Board of Directors has  in  good  faith
          declared pursuant to a written resolution not to be  of
          material importance, either singly or together with all
          other  Non-Restricted Subsidiaries, to the business  of
          the Company and its consolidated Subsidiaries taken  as
          a  whole.   Initially the Company  will  have  no  Non-
          Restricted Subsidiaries.

          f.   Delete  the definition of "Sale  and  Lease-back
               Transaction" in Section 1.01.
          
          g.    Insert  the  following as a  new  definition  in
                Section 1.01.

          The  term "Significant Subsidiary" means, with  respect
          to  the  Company, any Subsidiary that is a  significant
          subsidiary   within  the  meaning  of  Rule   1-02   of
          Regulation  S-X  promulgated  by  the  Securities   and
          Exchange Commission.

     Section 1.02.  Amendments and Modifications to Article Four

          a.   Section 4.10(D) of the Indenture is restated in its entirety
               to read as follows:

               D.   Anything in this Section 4.10 to the contrary
                notwithstanding, the agreement to hold sums in trust as provided
                in this Section 4.10 is subject to the provisions of
                Sections 12.03, 12.04 and 12.05.
               
          d.   Section 4.11(C) of the Indenture is replaced in its entirety
               by new Section 4.11(C) that reads as follows:
 
               C.   If at any time the Company or any Subsidiary shall issue,
                assume or guarantee any Indebtedness secured by any mortgage and
                if subsection A of this Section 4.11 requires that the NotDebt
                Securities be secured equally and ratably with such
                Indebtedness, the Company will promptly execute, at its
                expense, any instruments necessary to so equally and ratably
                secure the Debt Securities and deliver the same to the Trustee.

                   1.   an Officers' Certificate stating that the covenant of
                        the Company contained in subsection A of this Section
                        4.11 has been complied with; and
                    
                    2.   an Opinion of Counsel to the effect that such
                         covenant has been complied with, and that any
                         instruments executed by the Company in the
                         performance of such covenant comply with the
                         requirements of such covenant.

                In  the  event  that the Company shall  hereafter
          secure the Debt Securities equally and ratably with any
          other  obligation  or  Indebtedness  pursuant  to   the
          provisions of this Section 4.11, the Trustee is  hereby
          authorized  to  enter  into an indenture  or  agreement
          supplemental thereto and to take such action,  if  any,
          as  it  may  deem  advisable to enable  it  to  enforce
          effectively  the  rights of the  holders  of  the  Debt
          Securities  so secured, equally and ratably  with  such
          other obligation or Indebtedness.
          
                Notwithstanding the above, any such indenture  or
          agreement  supplemental thereto shall provide,  by  its
          terms,  that  the  mortgage shall be automatically  and
          unconditionally  released  and  discharged   upon   the
          release or discharge of the mortgage which resulted  in
          the  creation  of such mortgage, except a discharge  or
          release  by,  or  as  a result of, payment  under  such
          iIndebtedness.
          
          c.
            Section 4.12 of the Indenture, entitled "Restrictions
            on  Sale and Lease-back Transactions" is replaced  in
            its  entirety  by  new Section  4.12  that  reads  as
            follows:
          
          Section 4.12  Restrictions on Sale and Lease-Back.

               So  long  as  any Debt Securities are Outstanding,
          the  Company  agrees that it will  not,  and  will  not
          permit  any  Restricted Subsidiary to, enter  into  any
          arrangement  with any Person providing for the  leasing
          by  the  Company  or  a Restricted  Subsidiary  of  any
          Operating  Property  (other than any  such  arrangement
          involving a lease for a term, including renewal rights,
          for  not  more than three years and leases between  the
          Company  and  a  Subsidiary or  between  Subsidiaries),
          whereby  such Operating Property has been or is  to  be
          sold  or  transferred by the Company  or  a  Restricted
          Subsidiary  to  such Person (herein referred  to  as  a
          "Sale and Lease-Back Transaction"), unless:
     
                 A.   the  Company or such Restricted  Subsidiary
               would,  at  the time of entering into a  Sale  and
               Lease-Back  Transaction,  be  entitled  to   incur
               Indebtedness  secured by a lien on  the  Operating
               Property to be leased in an amount at least  equal
               to  the Attributable Debt in respect of such  Sale
               and  Lease-Back  Transaction without  equally  and
               ratably  securing the Debt Securities pursuant  to
               Section 4.121,  or
     
                 B.   the  proceeds of the sale of the  Operating
               Property  to be leased are at least equal  to  the
               fair  market value of such Operating Property  (as
               determined by the chief financial officer or chief
               accounting officer of the Company) and  an  amount
               in  cash  equal  to the net proceeds  is  applied,
               within  180  days of the effective  date  of  such
               transaction,  to the purchase or acquisition  (or,
               in   the   case   of   Operating   Property,   the
               construction),  acquisition,  or  construction  of
               Operating  Property  or to the  retirement  (other
               than  at  maturity  or  pursuant  to  a  mandatory
               sinking  fund  or redemption provision  and  other
               than  Indebtedness  owned by the  Company  or  any
               Restricted  Subsidiary) of Debt Securities  or  of
               Funded Indebtedness of the Company tranking  on  a
               parity  with or senior to the Debt Securities,  or
               in  the  case of a Sale and Lease-Back Transaction
               by a Restricted Subsidiary, or Funded Indebtedness
               of  such  Restricted Subsidiary; provided that  in
               connection  with any such retirement, any  related
               loan commitment or the like shall be reduced in an
               amount equal to the principal amount so retired.
     
                The foregoing restriction shall not apply to,  in
          the   case  of  any  Operating  Property  acquired   or
          constructed subsequent to the date 18 months  prior  to
          the  date  of  this Indenture, any Sale and  Lease-Back
          Transaction  with  respect to such  Operating  Property
          (including  presently owned real  property  upon  which
          such  Operating  Property is to be  constructed)  if  a
          binding commitment is entered into with respect to such
          Sale  and  Lease-Back Transaction  within  1836  months
          after  the  later of the acquisition of  the  Operating
          Property   or   the   completion  of  improvements   or
          construction thereon or commencement of full operations
          at  such  Operating Property (which, in the case  of  a
          retail  store, is the opening of the store for business
          to the public).

     Section 1.03.  Amendments and Modifications to Article Six.

          a.   Section 6.01 of the Indenture, entitled "Definitions of
            Event of Default; Acceleration; Waiver; and Restoration," is
            restated in its entirety to read as follows:

            Section   6.01   Definition  of  Event  of   Default;
     Acceleration; Waiver; and Restoration
          
               "Event of Default" with respect to Debt Securities
          of  any series wherever used herein, means each one  of
          the  following events which shall have occurred and  be
          continuing  (whatever  the reason  for  such  Event  of
          Default   and   whether  it  shall  be   voluntary   or
          involuntary  or  be  effected by operation  of  law  or
          pursuant to any judgment, decree or order of any  court
          or  any order, rule or regulation of any administrative
          governmental body):
          
            A.   default in the payment of any installment of interest upon
              any of the Debt Securities of such series as and when the same
              shall become due and payable, and continuance of such default for
              a period of 30 days; or
               
            B.   default in the payment of all or any part of the principal
              of (or premium, if any, on) any of the Debt Securities of such
              series as and when the same shall become due and payable either
              at maturity, upon a redemption or required repurchase, if any, by
              declaration or otherwise (including any sinking fund payment); or
               
            C.   failure on the part of the Company duly to observe or
              perform any other of the covenants or agreements on the part of
              the Company in the Debt Securities of such series (other than a
              covenant or agreement in respect of the Debt Securities of such
              series a default in the performance or breach of which is
              elsewhere in this Section specifically dealt with) or contained
              in this Indenture (other than a covenant or agreement which is
              not applicable to the Debt Securities of such series) for a
              period of 60 days after the date on which written notice
              specifying such failure, stating that such notice is a "Notice of
              Default" hereunder and demanding that the Company remedy the
              same,  shall have been given by registered or certified mail,
              return receipt requested, to the Company by the Trustee, or to
              the Company and the Trustee by the Holders of at least 25% in
              aggregate principal amount of the Outstanding Debt Securities of
              such series; or
               
            D.   a court having jurisdiction in the premises shall enter a
              decree or order for relief in respect of the Company or any
              Significant Subsidiary in an involuntary case under any
              applicable bankruptcy, insolvency, reorganization or other
              similar law now or hereafter in effect, or a decree or order
              adjudging the Company or any Significant Subsidiary a bankrupt or
              insolvent, approving as properly filed a petition seeking
              reorganization, assignment, adjustment or composition of, or in
              respect of, the Company or any Significant Subsidiary under any
              applicable federal; or state law or appointing a receiver,
              liquidator, assignee, custodian, trustee, sequestrator (or
              similar official) of the Company or any Significant Subsidiary or
              for any substantial part of its property or ordering the winding
              up or liquidation of its affairs, and such decree or order shall
              remain unstayed and in effect for a period of 60 consecutive
              days; or
               
            E.   the Company or any Significant Subsidiary shall commence a
              voluntary case under any applicable bankruptcy, insolvency,
              reorganization or other similar law now or hereafter in effect,
              or any other case or proceeding to be adjudicated a bankruptcy or
              insolvent, or consent to the entry of an order tofor relief in an
              involuntary case or proceeding under any such law or to the
              commencement of any bankruptcy or insolvency proceeding against
              it, or the filing by it of a petition or answer or consent
              seeking reorganization or relief under any applicable state or
              federal law, or consent to the filing of such petition or, to the
              appointment or taking possession by a receiver, liquidator,
              assignee, custodian, trustee or sequestrator (or similar
              official) of the Company or any Significant Subsidiary for any
              substantial part of its property, or make any general assignment
              for the benefit of creditors, or the admission by the Company or
              any Significant Subsidiary in writing of its inability to pay its
              debts generally as they become due, or the taking of corporate
              action in furtherance of any such action; or
               
            F.   failure by the Company or any Significant Subsidiary to make
              any payment at maturity, including any applicable grace period,
              in respect of Indebtedness of the Company or any Significant
              Subsidiary (other than the Debt Securities of such series or non-
              recourse obligations) in an amount in excess of $25,000,000 or
              the equivalent thereof in any other currency or composite
              currency and such failure shall have continued without having
              been cured, waived, rescinded or annulled for a period of 30 days
              after written notice thereof shall have been given by registered
              or certified mail, return receipt requested, to the Company by
              the Trustee, or to the Company and the Trustee by the Holders of
              not less than 25% in aggregate principal amount of the
              Outstanding Securities of such series; or
               
            G.   a default with respect to any Indebtedness of the Company or
              any Significant Subsidiary, which default results in the
              acceleration of Indebtedness of the Company or any Significant
              Subsidiary (other than the Debt Securities of such series or non-
              recourse obligations) in an amount in excess of $25,000,000 or
              the equivalent thereof in any other currency or composite
              currency without such Indebtedness having been discharged or such
              acceleration having been cured, waived, rescinded or annulled for
              a period of 30 days after written notice thereof shall have been
              given by registered or certified mail, return receipt requested,
              to the Company by the Trustee, or to the Company and the Trustee
              by the Holders of not less than 125% in aggregate principal
              amount of the Outstanding Debt Securities of such series; or
               
               H.   any other Event of Default provided in the supplemental
                 indenture or Board Resolutions under which such series of Debt
                 Securities is issued or in the form of Debt Security for such
                 series.
               
                    If   any  Event  of  Default  occurs  and  is
               continuing with respect to the Debt Securities  of
               any  series, then, and in each and every such case
               (other  than  an  Event  of Default  specified  in
               clause (d) or (eD) or (E) of this Section relating
               to  the  Company), except for any series  of  Debt
               Securities  the  principal  of  which  shall  have
               already become due and payable, either the Trustee
               or  the  Holders of not less than 25% in aggregate
               principal; amount of the Debt Securities  of  such
               series  then  Outstanding  hereunder  (each   such
               series  voting as a separate class) by  notice  in
               writing  to  the  Company (and to the  Trustee  if
               given  by Securityholders), may declare the entire
               principal  (or, if the Securities of  such  series
               are   Original  Issue  Discount  Securities,  such
               portion  of  the  principal  amount  as   may   be
               specified in the terms of such series) of all Debt
               Securities  of such series, premium (if  any)  and
               the  interest accrued thereon (if any), to be  due
               and   payable  immediately,  and  upon  any   such
               declaration, the same shall become immediately due
               and payable.  If an  Event of Default specified in
               clause (d) or (eD) or (E) of this Section relating
               to the Company occurs, such principal amount shall
               ipso  facto  become  and be  immediately  due  and
               payable  without any declaration or other  act  on
               the part of the Trustee or any Holder.

                      The  foregoing  provisions,  however,   are
               subject  to  the condition that if,  at  any  time
               after the principal (or, if the Debt Securities of
               such    series   are   Original   Issue   Discount
               Securities, such portion of the principal  as  may
               be  specified in the terms thereof)  of  the  Debt
               Securities  of  any  series  shall  have  been  so
               declared  due and payable, and before any judgment
               or  decree for the payment of the moneys due shall
               have  been  obtained  or  entered  as  hereinafter
               provided,  the Company shall pay or shall  deposit
               with  the  Trustee  a sum sufficient  to  pay  all
               matured installments of interest upon all the Debt
               Securities  of each such series and the  principal
               of  all Debt Securities of such series which shall
               have  become  due  otherwise than by  acceleration
               (with  interests upon such principal and,  to  the
               extent   that   payment  of   such   interest   is
               enforceable  under  applicable  law,  on   overdue
               installments of interest, at the same rate as  the
               rate of interest or Yield to Maturity (in the case
               of  Original Issue Discount Securities)  specified
               in  the Debt Securities of such series to the date
               of  such  payment or deposit) and such  amount  as
               shall    be   sufficient   to   cover   reasonable
               compensation  to the Trustee and each  predecessor
               Trustee,  their respective agents,  attorneys  and
               counsel,  and  all other expenses and  liabilities
               incurred,  and all advances made, by  the  Trustee
               and each predecessor Trustee except as a result of
               negligence or bad faith, and if any and all Events
               of Default under the Indenture, other than the non-
               payment of the principal of Debt Securities  which
               shall have become due by acceleration, shall  have
               been  cured,  waived  or  otherwise  remedied   as
               provided herein - then and in every such case, the
               Holders  of  a  majority  in  aggregate  principal
               amount  of all the Debt Securities of such  series
               then Outstanding (each series voting as a separate
               class),  by written notice to the Company  and  to
               the  Trustee, may waiver all defaults with respect
               to  each  such series and rescind and  annul  such
               declaration  and  its consequences,  but  no  such
               waiver or rescission and annulment shall extend to
               or  shall  affect any subsequent default or  shall
               impair any right consequent thereon.

                     For all purposes under this Indenture, if  a
               portion  of  the  principal of any Original  Issue
               Discount  Securities shall have  been  accelerated
               and  declared  due  and payable  pursuant  to  the
               provisions  hereof,  then,  from  and  after  such
               declaration,  unless  such  declaration  has  been
               rescinded  and annulled, the principal  amount  of
               such  Original Issue Discount Securities shall  be
               deemed,  for all purposes hereunder,  to  be  such
               portion of the principal thereof as shall  be  due
               and  payable as a result of such acceleration  and
               payment  of such portion of the principal  thereof
               as  shall be due and payable as a result  of  such
               acceleration, together with accrued  interest,  if
               any,   thereon   and  all  other   amounts   owing
               thereunder, shall constitute payment  in  full  of
               such Original Issue Discount Securities.

                     In  case  the  Trustee or any Securityholder
               shall  have  proceeded to enforce any right  under
               this  Indenture  and such proceedings  shall  have
               been discontinued or abandoned for any reason,  or
               shall  have  been  determined  adversely  to   the
               Trustee or such Securityholder, then and in  every
               such  case, subject to any determination  in  such
               proceeding,  the   Company, the  Trustee  and  the
               Securityholders  shall be restored  severally  and
               respectively to their former positions and  rights
               hereunder, and all rights, remedies and poswers of
               the  Company,  the Trustee and the Securityholders
               shall  continue as though no such proceedings  had
               been taken.
               
          b.   Section  6.07 of the Indenture entitled "Trustee's
            Notice  of Defaults," is restated in its entirety  to
            read as follows:
          
           Section 6.07    Trustee's Notice of Defaults
          
                    The  Trustee shall, within 90 days after  the
               occurrence of a default with respect to  the  Debt
               Securities  of any series, give to all Holders  of
               debt Securities of that series, in the manner  and
               to  the extent provided in subsection C of Section
               5.04, notice of all defaults with respect to  that
               series  known to the Trustee, unless such defaults
               shall  have been cured before the giving  of  such
               notice  (the term "default" or "defaults" for  the
               purposes of this Section 6.07 being hereby defined
               to  be  any event or events, as the case  may  be,
               specified in subsections A, B, C, D, E, F, G and H
               of  Section 6.01, not including periods of  grace,
               if  any, and irrespective of the giving of written
               notice;  provided, however, that,  except  in  the
               case of default in the payment of the principal of
               (or  premium, if any, on ) or interest on  any  of
               the  Debt  Securities of such  series  or  in  the
               payment  or  satisfaction  of  any  sinking   fund
               obligation  with  respect  to  such  series,   the
               Trustee  shall  be  protected in withholding  such
               notice  if  and so long as the board of directors,
               the  executive committee, or a trust committee  of
               directors  and/or  responsible  officers  of   the
               Trustee   in  good  faith  determines   that   the
               withholding of such notice is in the interests  of
               the Holders of the Debt Securities of such series.
          
      Section  1.04.   Amendments and  Modifications  to  Article
                       Twelve

          a.   Section 12.01 of the Indenture, entitled "Satisfaction and
            Discharge of Indenture," is restated in its entirety to read as
            follows:

          Section 12.01  Satisfaction and Discharge of Indenture.

                     When  (i) the Company shall deliver  to  the
               Trustee for cancellation all Debt Securities of  a
               series  theretofore authenticated (other than  any
               Debt  Securities of such series which  shall  have
               been  destroyed,  lost or stolen and  which  shall
               have  been replaced or paid as provided in Section
               2.07)  and not theretofore canceled; or  (ii)  all
               Debt  Securities  of such series  not  theretofore
               canceled   or   delivered  to  the   Trustee   for
               cancellation shall have become due and payable, or
               are  by  their  terms to become  due  and  payable
               within one year or are to be called for redemption
               within one year under arrangements satisfactory to
               the   Trustee   for  the  giving  of   notice   of
               redemption, and the Company shall deposit with the
               Trustee,  in  trust, funds sufficient  to  pay  at
               maturity  or  upon  redemption  all  of  the  Debt
               Securities  of  such series (other than  any  Debt
               Securities  of such series which shall  have  been
               mutilated,  destroyed, lost or  stolen  and  which
               shall  have  been replaced or paid as provided  in
               Section   2.07)   not  theretofore   canceled   or
               delivered   to   the  Trustee  for   cancellation,
               including  principal  and  premiums  if  any,  and
               interest,  if any, due or to become  due  to  such
               date  of maturity or redemption date, as the  case
               may  be, but excluding, however, the amount of any
               money  for  the  payment of the principal  of  and
               premium, if any, or interest, if any, on the  Debt
               Securities   of   such  series   (a)   theretofore
               deposited  with the Trustee with respect  to  Debt
               Securities  of  such  series  and  repaid  by  the
               Trustee  to  the  Company in accordance  with  the
               provisions  of  Section 12.04  or  (b)  paid  with
               respect to Debt Securities of such series  to  any
               State  or to the District of Columbia pursuant  to
               its unclaimed property or similar laws, and if  in
               either case the Company shall also pay or cause to
               be  paid all other sums payable hereunder  by  the
               Company then this Indenture shall cease to  be  of
               further effect with respect to the Debt Securities
               of  such  series except as to (1)  the  rights  of
               Holders  of  Debt  Securities of  such  series  to
               receive solely from funds deposited by the Company
               with  the Trustee, in trust as described above  in
               this  Section 12.01, payment of the principal  of,
               premium, if any, and the interest, if any on  such
               Debt  Securities when such payments are  due;  (2)
               the  Company's rights and obligations with respect
               to such Debt Securities under Sections 2.05, 2.07,
               3.01,  3.02, 3.04, 4.02, 12.03, 12.04  and  12.05;
               and  (3) the rights, powers, duties and immunities
               of  the  Trustee  hereunder, and the  Trustee,  on
               demand  of the Company accompanied by an Officers'
               Certificate and an Opinion of Counsel each stating
               that all conditions precedent herein provided  for
               relating to the satisfaction and discharge of this
               Indenture have been complied with and at the  cost
               and  expense  of the Company, shall  execute  such
               instruments  as  may be requested by  the  Company
               acknowledging satisfaction of and discharging this
               Indenture  with  respect to such  series  of  Debt
               Securities.  Notwithstanding the satisfaction  and
               discharge  of this Indenture with respect  to  any
               series  of Debt Securities the obligations of  the
               Company  to  the Trustee under Section 7.06  shall
               survive.

      Section  1.05.  Mutatis Mutandis Effect.  The Indenture  is
hereby  amended  mutatis  mutandis to  reflect  the  addition  or
amendment  of  the  definitional  terms  incorporated  into   the
Indenture pursuant to Section 1.01 hereof.
                            ARTICLE 2
                           New Series

     Section 2.01.  7.55% Notes due 2007.

     a.   In accordance with Sections 2.01 and 2.02 of the Indenture,
       there is created hereby a series of Debt Securities under the
       Indenture with the following terms:
     
          A.   The title of the series of Debt Securities will be 7.55%
            Notes due 2007 (the "Notes due 2007").  Such series will be
            limited to an aggregate principal amount of $150,000,000 (except
            for Debt Securities  authenticated and delivered upon
            registration of transfer of, or in exchange for, or in lieu of,
            other such series pursuant to Sections 2.05, 2.06, 2.07, 3.04 or
            10.04 of the Indenture) and will mature on April 15, 2007.
          
          B.   The Notes due 2007 will bear interest at the rate of 7.55%
            per annum from  April 21, 1997, payable semiannually in arrears
            on April 15 and October 15 of each year, commencing October 15,
            1997, to the persons in whose names the Notes due 2007 are
            registered at the close of business on the preceding April 1 or
            October 1, each a record date, as the case may be.  Interest will
            be computed based on a 360-day year consisting of twelve 30-day
            months.  Any interest not so punctually paid or duly provided for
            shall forthwith cease to be payable to the registered holder on
            such record date and may be paid to the person in whose name this
            Note is registered at the close of business on a special record
            date for the payment of such defaulted interest to be fixed by
            the Trustee, notice of which shall be given to the holders of the
            Notes in accordance with Section 14.05.
          
          C.   The Notes due 2007 will not be subject to any sinking fund.
          
          D.   The 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 hereinafter defined)
            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 plus five basis points, plus, in either case,
            accrued interest on the principal amount being redeemed to the
            date of the redemption.
          
          E.   The Notes due 2007 initially will be represented by one or
            more Global Securities deposited with the Depository Trust
            Company in substantially the form attached as Exhibit 1.  If
            certificated Notes due 2007 are issued, definitive certificates
            substantially in the form attached as Exhibit 2 shall be used.
          
          F.    Payment of the principal of and interest on the Notes due
            2007 will be made at the office or agency of the Trustee
            maintained for that purpose in New York, New York, in such coin
            or currency of the United States of America as at the time of
            payment is legal tender for payment of public and private debts;
            provided, however, that payment of interest may be made at the
            option of the Company by check mailed to the address of, or by
            wire transfer to an account designated by, the person entitled
            thereto as such address shall appear on the security register;
            provided, further, that only holders of $1,000,000 or more in
            aggregate principal amount of the Notes who have provided
            appropriate written wire transfer instructions for the relevant
            record date may receive wire transfer payments.
          
          G.   The Notes due 2007 shall be governed by the provisions of
            the Indenture, as supplemented hereby.

     Section 2.02.  8.05% Notes due 2027

     a.   In accordance with Sections 2.01 and 2.02 of the Indenture,
       there is also created a series of Debt Securities under the
       Indenture with the following terms:

         A.    The title of the series of Debt Securities will be 8.05%
            Notes due 2027 (the "Notes due 2027").  Such series will be
            limited to an aggregate principal amount of $150,000,000 (except
            for Debt Securities authenticated and delivered upon registration
            of transfer of, or in exchange for, or in lieu of, other such
            series pursuant to Sections 2.05, 2.06, 2.07, 3.04 or 10.04 of
            the Indenture) and will mature on April 15, 2027.
          
         B.    The Notes due 2027 will bear interest at the rate of  8.05%
            per annum from April 21, 1997, payable semiannually in arrears on
            April 15 and October 15 of each year, commencing October 15,
            1997, to the persons in whose names the Notes due 2027 are
            registered at the close of business on the preceding April 1 or
            October 1, each a record date, as the case may be.  Interest will
            be computed based on a 360-day year consisting of twelve 30-day
            months.  Any interest not so punctually paid or duly provided for
            shall forthwith cease to be payable to the registered holder on
            such record date and may be paid to the person in whose name this
            Note is registered at the close of business on a special record
            date for the payment of such defaulted interest to be fixed by
            the Trustee, notice of which shall be given to the holders of the
            Notes in accordance with Section 14.05.
          
         C.    The Notes due 2027 will not be subject to any sinking fund.
          
         D.    The 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 hereinafter defined)
            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 plus 20 basis points, plus, in either case,
            accrued interest on the principal amount being redeemed to the
            date of the redemption.
          
          E.   The Notes due 2027 initially will be represented by one or
            more Global Securities deposited with the Depository Trust
            Company in substantially the form attached as Exhibit 1.  If
            certificated Notes due 2027 are issued, definitive certificates
            substantially in the form attached as Exhibit 2 shall be used.
          
          F.   Payment of the principal of and interest on the Notes due
            2027 will be made at the office or agency of the Trustee
            maintained for that purpose in New York, New York, in such coin
            or currency of the United States of America as at the time of
            payment is legal tender for payment of public and private debts;
            provided, however, that payment of interest may be made at the
            option of the Company by check mailed to the address of, or by
            wire transfer to an account designated by, the person entitled
            thereto as such address shall appear on the security register;
            provided, further, that only holders of $1,000,000 or more in
            aggregate principal amount of the Notes who have provided
            appropriate written wire transfer instructions for the relevant
            record date may receive wire transfer payments.
          
          G.   The Notes due 2027 shall be governed by the provisions of
            the Indenture, as supplemented hereby.

       Section  2.03.   Definitions.    For  purposes   of   this
Section 2, the following terms have the meanings ascribed to them
as follows:

       a. "Treasury Rate" means, with respect to any redemption date,
       the rate per annum equal to the semiannual equivalent yield to
       maturity of the Comparable Treasury Issue, assuming a price for
       the Comparable Treasury Issue (expressed as a percentage of its
       principal amount) equal to the Comparable Treasury Price for such
       redemption date.
          
       b. "Comparable Treasury Issue" means the United States Treasury
       security selected by an Independent Investment Banker as having a
       maturity comparable to the remaining term of such Notes to be
       redeemed that would be utilized, at the time of selection and in
       accordance with customary financial practice, in pricing new
       issues of corporate debt securities of comparable maturity to the
       remaining term of such Notes.  "Independent Investment Banker"
       means one of the Reference Treasury Dealers appointed by the
       Trustee after consultation with the Company.
     
       c.  "Comparable Treasury Price" means, with respect to any
       redemption date, (i) the average of the bid and asked prices for
       the Comparable Treasury Issue (expressed in each case as a
       percentage of its principal amount) on the third business day
       preceding such redemption date, as set forth in the  daily
       statistical release (or any successor release) published by the
       Federal Reserve Bank of New York and designated "Composite 3:30
       p.m. Quotations for U.S. Government Securities" or (ii) if such
       release (or any successor release) is not published or does not
       contain such prices on such business day, (A) the average of the
       Reference Treasury Dealer Quotations for such redemption date,
       (B) if the Trustee is able to obtain only one Reference Treasury
       Dealer Quotation from the Reference Treasury Dealers, such
       Quotation, or (C) if the Trustee is not able to obtain any
       Reference Treasury Dealer Quotations from the Reference Treasury
       Dealers, the average of Reference Treasury Dealer Quotations
       obtained from two other Primary Treasury Dealers designated by
       the Company as Reference Treasury Dealers for the purpose of
       determining such Comparable Treasury Price.  "Reference Treasury
       Dealer Quotations" means, with respect to each Reference Treasury
       Dealer and any redemption date, the average, as determined by the
       Trustee, of the bid and asked prices for the Comparable Treasury
       Issue (expressed in each case as a percentage of its principal
       amount) quoted in writing to the Trustee by such Reference
       Treasury Dealer at 5:00 p.m. on the third business day preceding
       such redemption date.
     
       d. "Reference Treasury Dealer"  means each of Salomon Brothers
       Inc and NationsBanc Capital Markets, Inc. and their respective
       successors; provided, however, that if either of the foregoing
       shall cease to be a primary U.S. Government securities dealer in
       New York City (a "Primary Treasury Dealer"), the Company shall
       substitute therefor any other Primary Treasury Dealer.
     
       e. "Remaining Scheduled Payments" means, with respect to any
       such Note, the remaining scheduled payments of the principal
       thereof to be redeemed and interest thereon that would be due
       after the related redemption date but for such redemption;
       provided, however, that, if such redemption date is not an
       interest payment date with respect to such Note, the amount of
       the next succeeding scheduled interest payment thereon will be
       reduced by the amount of interest accrued thereon to  such
       redemption date.

                            ARTICLE 3
                          Miscellaneous

      Section 3.01.  Effect of This First Supplemental Indenture.
This   First  Supplemental  Indenture  is  supplemental  to   the
Indenture  and does and shall be deemed to form a  part  of,  and
shall  be  construed  in connection with  and  as  part  of,  the
Indenture  for any and all purposes, including, but  not  limited
to, discharge of the Indenture as provided in Article EightTwelve
of  the  Indenture.  Except as specifically modified herein,  the
Indenture  and  the Debt Securities are in all respects  ratified
and  confirmed  and  shall remain in full  force  and  effect  in
accordance  with  their terms.  Notwithstanding anything  to  the
contrary above, Debt Securities outstanding as of April 21,  1997
continue to be governed by the provisions of the Indenture  dated
as of August 15, 1991.

      Section  3.02.   Trustee.  Except  as  otherwise  expressly
provided  herein, no duties, responsibilities or liabilities  are
assumed,  or shall be construed to be assumed, by the Trustee  by
reason   of  this  First  Supplemental  Indenture.   This   First
Supplemental  Indenture is executed and accepted by  the  Trustee
subject  to  all  the  terms  and conditions  set  forth  in  the
Indenture  with the same force and effect as if those  terms  and
conditions were repeated at length herein and made applicable  to
the  Trustee  with  respect  hereto.   The  Trustee  assumes   no
responsibility for the recitals contained herein, which shall  be
taken  as  statements of the Company, and makes no representation
as  to  the  validity  or sufficiency of this First  Supplemental
Indenture.

      Section 3.03.  Governing Law.  The laws of the State of New
York  shall  govern  this  First Supplemental  Indenture  without
regard  to principles of conflicts of law.  The Trustee  and  the
Company agree to submit to the jurisdiction of the courts of  the
State  of New York in any action or proceeding arising out of  or
relating to this First Supplemental Indenture.

      Section  3.04.   Counterparts.  The parties  may  sign  any
number  of  copies  of this First Supplemental  Indenture.   Each
signed copy shall be an original, but all of such executed copies
together shall represent the same agreement.

      Section  3.05.  Severability.  In case one or more  of  the
provisions  in  this First Supplemental Indenture shall  be  held
invalid, illegal or unenforceable, in any respect for any reason,
the validity, illegality and enforceability of any such provision
in  every other respect and of the remaining provisions shall not
in  any  way  be affected or impaired thereby, it being  intended
that  all  of the provisions hereof shall be enforceable  to  the
full extent permitted by law.

      Section  3.06.   Effective Date of this First  Supplemental
Indenture.   This First Supplemental Indenture and the Amendments
to  Sections 1.01, 4.10, 4.11, 4.12, 6.01, 6.037 and 12.01  shall
be   effective  pursuant  to  Section  10.01  of  the   Indenture
immediately  upon execution by the Company and  delivery  to  and
execution by the Trustee of this First Supplemental Indenture.


      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
First  Supplemental Indenture to be duly executed, all as of  the
day and year first written above.

                                   FOOD LION, INC.


Attest:
                                   Laura Kendall
                                   Name: Laura Kendall
                                   Title:Vice President of Finance
By:Lester Nail
     Assistant Secretary

Dated:
[SEAL]                             [CORPORATE SEAL]


                                   THE BANK OF NEW YORK,
                                   as Trustee


Attest:
                               By: Vivian Deorges
                                   Name: Vivian Deorges
                                   Title: Assistant Vice President


By:_______________________________

Dated:
                                   [CORPORATE SEAL]

                            EXHIBIT 1
                                
                       FORM OF GLOBAL NOTE
                                

                        FOOD LION, INC.
                    _____% NOTES DUE ______


NO. *1*                                                      $150,000,000
                                                       CUSIP  NO.
__________

UNLESS   THIS   CERTIFICATE  IS  PRESENTED   BY   AN   AUTHORIZED
REPRESENTATIVE  OF  THE  DEPOSITORY TRUST  COMPANY,  A  NEW  YORK
CORPORATION  ("DTC"),  TO  FOOD  LION,  INC.  OR  ITS  AGENT  FOR
REGISTRATION   OF   TRANSFER,  EXCHANGE  OR  PAYMENT,   AND   ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR  IN
SUCH  OTHER  NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF  DTC  (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH  OTHER
ENTITY  AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF  DTC),
ANY  TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR  OTHERWISE
BY  OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      This  Note  is  a  Global Note within the  meaning  of  the
Indenture hereinafter referred to.

     Transfer of the Note shall be limited to transfers in whole,
and not in part, to nominees of the DTC or to a successor thereof
or such successor's nominee and transfers of interests in this
Note shall be limited to transfers made in accordance with
restrictions set forth in the Indenture, dated as of August 15,
1991, as supplemented as of April 21, 1997 and thereafter,
between Food Lion, Inc. and the Trustee named therein, pursuant
to which this Note was issued.


       FOOD  LION,  Inc.,  a  North  Carolina  corporation   (the
"Company"), for value received, hereby promises to pay to CEDE  &
CO.,  or its registered assigns, the principal sum of One Hundred
Fifty  Million  Dollars ($150,000,000) on April 15,  _____.   The
Notes  will  bear interest at the rate of _____% per  annum  from
April  21, 1997, payable semiannually in arrears on April 15  and
October  15  of each year, commencing October 15,  1997,  to  the
persons  in whose name the Notes are registered at the  close  of
business  on  the preceding April 1 or October 1, each  a  record
date, as the case may be. Any interest not so punctually paid  or
duly  provided  for shall forthwith cease to be  payable  to  the
registered  holder on such record date and may  be  paid  to  the
person  in  whose name this Note is registered at  the  close  of
business  on  a  special  record date for  the  payment  of  such
defaulted  interest to be fixed by the Trustee, notice  of  which
shall be given to the holders of the Notes in accordance with the
Indenture.   Interest will be computed based on  a  360-day  year
consisting of twelve 30-day months.  Payment of the principal  of
and interest on this Note will be made at the office or agency of
the Trustee maintained for that purpose in New York, New York, in
such  coin or currency of the United States of America as at  the
time of payment is legal tender for payment of public and private
debts; provided, however, that payment of interest may be made at
the  option of the Company by check mailed to the address of,  or
by wire transfer to an account designated by, the person entitled
thereto  as  such address shall appear on the security  register;
provided,  further, that only holders of $1,000,000  or  more  in
aggregate  principal  amount  of  the  Notes  who  have  provided
appropriate  written wire transfer instructions for the  relevant
record date may receive wire transfer payments.

      Reference is hereby made to the further provisions of  this
Note  set  forth on the reverse hereof, which further  provisions
shall  for all purposes have the same effect as if set  forth  at
this place.

      Unless  the certificate of authentication hereon  has  been
executed  by manual signature by the Trustee referred to  on  the
reverse  hereof, this Note shall not be entitled to  any  benefit
under the Indenture, or be valid or obligatory of any purpose.

      IN  WITNESS WHEREOF, the Company has caused this instrument
to  be  duly executed under its corporate seal by the  manual  or
facsimile signatures of its officers thereunto duly authorized.

Dated:                                       FOOD LION, INC.


Attest:                                  By ___________________________

                                            _____________________________
______________________________
     Assistant Secretary




            TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This  is  one  of  the Debt Securities of the  series  designated
herein provided for in the within-mentioned Indenture.



Dated:                                THE  BANK OF NEW  YORK,  as Trustee.




                           By............................................
                                        Authorized Officer


                                  FOOD LION, INC.
ATTACHMENT
                   ______% NOTES DUE _______

      This  Note  is one of a duly authorized issue of  unsecured
debt   securities  of  the  Company  (herein  called  the   "Debt
Securities") of the series hereinafter specified, all issued  and
to  be issued under an Indenture, dated as of August 15, 1991 and
supplemented  as of April 21, 1997 and thereafter (herein  called
the "Indenture") between the Company and The Bank of New York, as
Trustee  (herein  called  the  "Trustee"),  to  which  Indenture,
reference  is  hereby  made  for a statement  of  the  respective
rights, limitations of rights, duties, obligations and immunities
thereunder  of  the Company, the Trustee and the Holders  of  the
Debt  Securities, and of the terms upon which the Debt Securities
are,  and  are  to  be,  authenticated and  delivered.  The  Debt
Securities  may be issued in one or more series, which  different
series may be issued in various aggregate principal amounts,  may
mature  at  different  times,  may  bear  interest  (if  any)  at
different   rates,   may  be  subject  to  different   redemption
provisions  (if any), and may otherwise vary as in the  Indenture
provided.  This Note is one of a series designated as the  _____%
Notes  due  _____ of the Company, limited in aggregate  principal
amount to $150,000,000 (herein called the "Notes").

      As provided in the Indenture and subject to the limitations
set  forth  therein,  a  new Note or  Notes  of  this  series  of
authorized denominations, for a like aggregate principal  amount,
will be issued in exchange herefor.

     The Company, the Trustee and any agent thereof may treat the
person  in whose name this Note is registered as the owner hereof
for  all  purposes,  whether or not this  Note  is  overdue,  and
neither  the  Company  or the Trustee nor  such  agent  shall  be
affected by notice to the contrary.

      No  reference herein to the Indenture and no  provision  of
this  Note  shall alter or impair the obligation of the  Company,
which  is  absolute and unconditional, to pay the  principal  and
interest on this Note at the time and places and at the rate  and
in the coin and currency herein prescribed.

      The  Notes  will not be subject to any sinking  fund.   The
Notes 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 the Notes  to  be
redeemed  and (ii) the sum of the present values of the Remaining
Scheduled Payments 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 plus ____ 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  Notes  to  be
redeemed,  all as provided in the Indenture.  Unless the  Company
defaults  in  payment of the Redemption Price on  and  after  the
redemption  date,  interest  will  cease  to  accrue  after   the
redemption  date  for such Notes or portions thereof  called  for
redemption.

      "Treasury Rate" means, with respect to any redemption date,
the  rate  per annum equal to the semiannual equivalent yield  to
maturity  of the Comparable Treasury Issue, assuming a price  for
the  Comparable Treasury Issue (expressed as a percentage of  its
principal amount) equal to the Comparable Treasury Price for such
redemption date.

     "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity  comparable to the remaining term of such  Notes  to  be
redeemed that would be utilized, at the time of selection and  in
accordance  with  customary financial practice,  in  pricing  new
issues of corporate debt securities of comparable maturity to the
remaining  term  of such Notes.  "Independent Investment  Banker"
means  one  of  the Reference Treasury Dealers appointed  by  the
Trustee after consultation with the Company.

      "Comparable  Treasury Price" means,  with  respect  to  any
redemption date, (i) the average of the bid and asked prices  for
the  Comparable  Treasury Issue (expressed  in  each  case  as  a
percentage  of  its principal amount) on the third  business  day
preceding  such  redemption  date, as  set  forth  in  the  daily
statistical release (or any successor release) published  by  the
Federal  Reserve Bank of New York and designated "Composite  3:30
p.m.  Quotations for U.S. Government Securities" or (ii) if  such
release  (or any successor release) is not published or does  not
contain such prices on such business day, (A) the average of  the
Reference  Treasury Dealer Quotations for such  redemption  date,
(B)  if the Trustee is able to obtain only one Reference Treasury
Dealer  Quotation  from  the  Reference  Treasury  Dealers,  such
Quotation,  or  (C)  if the Trustee is not  able  to  obtain  any
Reference Treasury Dealer Quotations from the Reference  Treasury
Dealers,  the  average  of Reference Treasury  Dealer  Quotations
obtained  from  two other Primary Treasury Dealers designated  by
the  Company  as  Reference Treasury Dealers for the  purpose  of
determining such Comparable Treasury Price.  "Reference  Treasury
Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the
Trustee,  of the bid and asked prices for the Comparable Treasury
Issue  (expressed in each case as a percentage of  its  principal
amount)  quoted  in  writing  to the Trustee  by  such  Reference
Treasury  Dealer at 5:00 p.m. on the third business day preceding
such redemption date.

      "Reference Treasury Dealer"  means each of Salomon Brothers
Inc  and  NationsBanc Capital Markets, Inc. and their  respective
successors;  provided, however, that if either of  the  foregoing
shall cease to be a primary U.S. Government securities dealer  in
New  York  City (a "Primary Treasury Dealer"), the Company  shall
substitute therefor any other Primary Treasury Dealer.

      "Remaining Scheduled Payments" means, with respect  to  any
such  Note,  the  remaining scheduled payments of  the  principal
thereof  to  be redeemed and interest thereon that would  be  due
after  the  related  redemption date  but  for  such  redemption;
provided,  however,  that,  if such redemption  date  is  not  an
interest  payment date with respect to such Note, the  amount  of
the  next succeeding scheduled interest payment thereon  will  be
reduced  by  the  amount  of interest  accrued  thereon  to  such
redemption date.

      The  Indenture permits, with certain exceptions as  therein
provided,  the  amendment  thereof and the  modification  of  the
rights  and  obligations of the Company and  the  rights  of  the
Holders of the Debt Securities under the Indenture at any time by
the  Company with the consent of the Holders of more than 50%  in
aggregate  principal amount of the Debt Securities of all  series
at  the  time Outstanding which are affected by the amendment  or
modification (voting as a class) and also permits the Company and
the  Trustee,  in certain circumstances, to amend  the  Indenture
without notice to, or the consent of, the Holders of any  of  the
Debt  Securities.  Any such consent by the Holder  of  this  Note
shall  be  conclusive and binding upon such holder and  upon  all
future  Holders  of this Note and of any Notes  issued  upon  the
transfer hereof or in exchange herefor or in lieu hereof  whether
or not notation of such consent or waiver is made upon this Note.

      The  Indenture  and  the Notes shall be  governed  by,  and
construed in accordance with, the laws of the State of New York.

      All  terms  used  in  the Notes which are  defined  in  the
Indenture, shall have the meanings assigned to them therein.
                           ASSIGNMENT

        (To be executed by the registered holder if such
             holder desires to transfer This Note)


       FOR   VALUE  RECEIVED  ___________________________________
hereby sells, assigns and transfers unto




PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFICATION NUMBER OF TRANSFEREE


_________________________________________________________________
(Please   print  name  and  address,  including  zip   code,   of
transferee)


this Note, together with all right, title and interest herein and
does  hereby  irrevocably constitute and appoint_________________
Attorney  to transfer this on the Note Register, with full  power
of substitution.

Dated: _______________________          _________________________
                                        Signature


                                        Signature Guaranteed:
                                        Commercial Bank or Trust
                                        Company of Member Firm of
                                        the New York Stock
                                        Exchange, Inc.


NOTICE:    The   signature  to  the  foregoing  Assignment   must
correspond to the Name as written upon the face of this  Note  in
every particular, without alterations or any change whatsoever.


                            EXHIBIT 2
                                
                     FORM OF DEFINITIVE NOTE
                                
                        FOOD LION, INC.
                    ______% NOTES DUE ______


NO.*1*                                                      $150,000,000
                                                       CUSIP  NO.
__________

     This Note is issued pursuant to the Indenture, dated as of
August 15, 1991, as supplemented as of April 21, 1997 and
thereafter, between Food Lion, Inc. and the Trustee named
therein.

       FOOD  LION,  Inc.,  a  North  Carolina  corporation   (the
"Company"),  for  value  received,  hereby  promises  to  pay  to
__________________, or its registered assigns, the principal  sum
__________________________    Dollars    ($_______________)    on
April  15, ______.  The Notes will bear interest at the  rate  of
______%  per  annum from April 21, 1997, payable semiannually  in
arrears  on  April  15  and October 15 of each  year,  commencing
October  15,  1997, to the persons in whose name  the  Notes  are
registered at the close of business on the preceding April  1  or
October  1, each a record date, as the case may be. Any  interest
not so punctually paid or duly provided for shall forthwith cease
to  be  payable to the registered holder on such record date  and
may  be  paid to the person on whose name this Note is registered
at the close of business on a special record date for the payment
of  such defaulted interest to be fixed by the Trustee, notice of
which  shall  be given to the holders of the Notes in  accordance
with the Indenture.  Interest will be computed based on a 360-day
year  consisting  of  twelve  30-day  months.   Payment  of   the
principal of and interest on this Note will be made at the office
or agency of the Trustee maintained for that purpose in New York,
New  York,  in  such  coin or currency of the  United  States  of
America as at the time of payment is legal tender for payment  of
public  and  private debts; provided, however,  that  payment  of
interest may be made at the option of the Company by check mailed
to  the  address of, or by wire transfer to an account designated
by,  the person entitled thereto as such address shall appear  on
the  security register; provided, further, that only  holders  of
$1,000,000 or more in aggregate principal amount of the Notes who
have provided appropriate written wire transfer instructions  for
the relevant record date may receive wire transfer payments.

      Reference is hereby made to the further provisions of  this
Note  set  forth on the reverse hereof, which further  provisions
shall  for all purposes have the same effect as if set  forth  at
this place.

      Unless  the certificate of authentication hereon  has  been
executed  by manual signature by the Trustee referred to  on  the
reverse  hereof, this Note shall not be entitled to  any  benefit
under the Indenture, or be valid or obligatory of any purpose.
      IN  WITNESS WHEREOF, the Company has caused this instrument
to  be duly executed by the manual or facsimile signatures of its
officers thereunto duly authorized.

Dated:                                       FOOD LION, INC.


Attest:                                By  ___________________________

                                           _____________________________
______________________________
     Assistant Secretary




            TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This  is  one  of  the Debt Securities of the  series  designated
herein provided for in the within-mentioned Indenture.



Dated:                                THE  BANK OF NEW  YORK,  as Trustee.




                              By............................................
                                        Authorized Officer


                                  FOOD LION,INC.
ATTACHMENT
                   _____% NOTES DUE ________

      This  Note  is one of a duly authorized issue of  unsecured
debt   securities  of  the  Company  (herein  called  the   "Debt
Securities") of the series hereinafter specified, all issued  and
to  be issued under an Indenture, dated as of August 15, 1991 and
supplemented  as of April 21, 1997 and thereafter (herein  called
the "Indenture") between the Company and The Bank of New York, as
Trustee  (herein  called  the  "Trustee"),  to  which  Indenture,
reference  is  hereby  made  for a statement  of  the  respective
rights, limitations of rights, duties, obligations and immunities
thereunder  of  the Company, the Trustee and the Holders  of  the
Debt  Securities, and of the terms upon which the Debt Securities
are,  and  are  to  be,  authenticated and  delivered.  The  Debt
Securities  may be issued in one or more series, which  different
series may be issued in various aggregate principal amounts,  may
mature  at  different  times,  may  bear  interest  (if  any)  at
different   rates,   may  be  subject  to  different   redemption
provisions  (if any), and may otherwise vary as in the  Indenture
provided.  This Note is one of a series designated as the ______%
Notes  due  ______ of the Company, limited in aggregate principal
amount to $150,000,000 (herein called the "Notes").

      As provided in the Indenture and subject to the limitations
set  forth  therein,  a  new Note or  Notes  of  this  series  of
authorized denominations, for a like aggregate principal  amount,
will be issued in exchange herefor.

     The Company, the Trustee and any agent thereof may treat the
person  in whose name this Note is registered as the owner hereof
for  all  purposes,  whether or not this  Note  is  overdue,  and
neither  the  Company  or the Trustee nor  such  agent  shall  be
affected by notice to the contrary.

      No  reference herein to the Indenture and no  provision  of
this  Note  shall alter or impair the obligation of the  Company,
which  is  absolute and unconditional, to pay the  principal  and
interest on this Note at the time and places and at the rate  and
in the coin and currency herein prescribed.

      The  Notes  will not be subject to any sinking  fund.   The
Notes 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 the Notes  to  be
redeemed  and (ii) the sum of the present values of the Remaining
Scheduled Payments 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 plus ____ 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  Notes  to  be
redeemed,  all as provided in the Indenture.  Unless the  Company
defaults  in  payment of the Redemption Price on  and  after  the
redemption  date,  interest  will  cease  to  accrue  after   the
redemption  date  for such Notes or portions thereof  called  for
redemption.

      "Treasury Rate" means, with respect to any redemption date,
the  rate  per annum equal to the semiannual equivalent yield  to
maturity  of the Comparable Treasury Issue, assuming a price  for
the  Comparable Treasury Issue (expressed as a percentage of  its
principal amount) equal to the Comparable Treasury Price for such
redemption date.

     "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity  comparable to the remaining term of such  Notes  to  be
redeemed that would be utilized, at the time of selection and  in
accordance  with  customary financial practice,  in  pricing  new
issues of corporate debt securities of comparable maturity to the
remaining  term  of such Notes.  "Independent Investment  Banker"
means  one  of  the Reference Treasury Dealers appointed  by  the
Trustee after consultation with the Company.

      "Comparable  Treasury Price" means,  with  respect  to  any
redemption date, (i) the average of the bid and asked prices  for
the  Comparable  Treasury Issue (expressed  in  each  case  as  a
percentage  of  its principal amount) on the third  business  day
preceding  such  redemption  date, as  set  forth  in  the  daily
statistical release (or any successor release) published  by  the
Federal  Reserve Bank of New York and designated "Composite  3:30
p.m.  Quotations for U.S. Government Securities" or (ii) if  such
release  (or any successor release) is not published or does  not
contain such prices on such business day, (A) the average of  the
Reference  Treasury Dealer Quotations for such  redemption  date,
(B)  if the Trustee is able to obtain only one Reference Treasury
Dealer  Quotation  from  the  Reference  Treasury  Dealers,  such
Quotation,  or  (C)  if the Trustee is not  able  to  obtain  any
Reference Treasury Dealer Quotations from the Reference  Treasury
Dealers,  the  average  of Reference Treasury  Dealer  Quotations
obtained  from  two other Primary Treasury Dealers designated  by
the  Company  as  Reference Treasury Dealers for the  purpose  of
determining such Comparable Treasury Price.  "Reference  Treasury
Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the
Trustee,  of the bid and asked prices for the Comparable Treasury
Issue  (expressed in each case as a percentage of  its  principal
amount)  quoted  in  writing  to the Trustee  by  such  Reference
Treasury  Dealer at 5:00 p.m. on the third business day preceding
such redemption date.

      "Reference Treasury Dealer"  means each of Salomon Brothers
Inc  and  NationsBanc Capital Markets, Inc. and their  respective
successors;  provided, however, that if either of  the  foregoing
shall cease to be a primary U.S. Government securities dealer  in
New  York  City (a "Primary Treasury Dealer"), the Company  shall
substitute therefor any other Primary Treasury Dealer.

      "Remaining Scheduled Payments" means, with respect  to  any
such  Note,  the  remaining scheduled payments of  the  principal
thereof  to  be redeemed and interest thereon that would  be  due
after  the  related  redemption date  but  for  such  redemption;
provided,  however,  that,  if such redemption  date  is  not  an
interest  payment date with respect to such Note, the  amount  of
the  next succeeding scheduled interest payment thereon  will  be
reduced  by  the  amount  of interest  accrued  thereon  to  such
redemption date.

      The  Indenture permits, with certain exceptions as  therein
provided,  the  amendment  thereof and the  modification  of  the
rights  and  obligations of the Company and  the  rights  of  the
Holders of the Debt Securities under the Indenture at any time by
the  Company with the consent of the Holders of more than 50%  in
aggregate  principal amount of the Debt Securities of all  series
at  the  time Outstanding which are affected by the amendment  or
modification (voting as a class) and also permits the Company and
the  Trustee,  in certain circumstances, to amend  the  Indenture
without notice to, or the consent of, the Holders of any  of  the
Debt  Securities.  Any such consent by the Holder  of  this  Note
shall  be  conclusive and binding upon such holder and  upon  all
future  Holders  of this Note and of any Notes  issued  upon  the
transfer hereof or in exchange herefor or in lieu hereof  whether
or not notation of such consent or waiver is made upon this Note.

      The  Indenture  and  the Notes shall be  governed  by,  and
construed in accordance with, the laws of the State of New York.

      All  terms  used  in  the Notes which are  defined  in  the
Indenture, shall have the meanings assigned to them therein.


                           ASSIGNMENT

        (To be executed by the registered holder if such
             holder desires to transfer This Note)


       FOR   VALUE  RECEIVED  ___________________________________
hereby sells, assigns and transfers unto




PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFICATION NUMBER OF TRANSFEREE


_________________________________________________________________
(Please   print  name  and  address,  including  zip   code,   of
transferee)


this Note, together with all right, title and interest herein and
does  hereby  irrevocably constitute and appoint_________________
Attorney  to transfer this on the Note Register, with full  power
of substitution.

Dated: _______________________          _________________________
                                        Signature


                                        Signature Guaranteed:
                                        Commercial Bank or Trust
                                        Company of Member Firm of
                                        the New York Stock
                                        Exchange, Inc.


NOTICE:    The   signature  to  the  foregoing  Assignment   must
correspond to the Name as written upon the face of this  Note  in
every particular, without alterations or any change whatsoever.