Mail Stop 3561
							September 27, 2005


Ms. Carol M. Herndon
Chief Accounting Officer
Delhaize America, Inc.
P.O. Box 1330
2110 Executive Drive
Salisbury, NC 28145-1330

		RE:	Delhaize America, Inc.
			Form 10-K for Fiscal Year Ended January 1, 2005
			Filed April 1, 2005
			Form 10-Q for Quarterly Period Ended April 1, 2005
			Form 10-Q for Quarterly Period Ended July 2, 2005
			File No. 000-06080

Dear Ms. Herndon:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
disclosures in future filings in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.



Form 10-K for Fiscal Year Ended January 1, 2005

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operation, page 9

Contractual Obligations and Commitments, page 23

1. In future filings please revise your contractual obligations
table
to include planned funding of pension and other postretirement
benefit obligations, if material.  Because the table is aimed at
increasing transparency of cash flow, we believe the planned
funding
should be included in the table.  If you choose not to include
these
payments, a footnote to the table should clearly identify the
excluded item and provide any additional information that is
material
to an understanding of your cash requirements.  See Section IV.A
and
footnote 46 to the Commission`s MD&A Guidance issued December 19,
2003 available at www.sec.gov.

2. In future filings please revise the table to include totals for
your columns.  Refer to Item 303(a)(5) of Regulation S-K.

Item 8. Financial Statements and Supplementary Data, page 27

Consolidated Statements of Shareholders` Equity and Comprehensive
Income (Loss), page 30

3. Please explain to us what the line items captioned, "Parent
common
stock (ADSs) repurchased," "Parent common stock (ADSs) issued,"
and
"Parent common stock (ADSs) terminated" represent and the basis in
GAAP for your accounting for these transactions.  Please ensure
you
address why adjustments were made to retained earnings.  Also
explain
what the line item "Parent common stock repurchased" in your
statements of cash flows represents, and tell us your basis in
GAAP
for the cash flows classification.  Please provide additional
disclosure in future filings to clarify accordingly.

Notes to Consolidated Financial Statements, page 32

Note 14. Stock Options and Restricted Stock Plans, page 60

4. Based on your disclosures on page 10 of your Form 10-Q for the
fiscal quarter ended July 2, 2005, we understand that under the
Delhaize Group Plan, in connection with the exercise of an option,
the optionee pays the exercise price to Delhaize Group, and you
pay
Delhaize Group an amount equal to the difference between the
exercise
price of the option and the fair market value of the ADSs on the
date
of exercise.  Please tell us in detail, and disclose in future
filings, how you account for the cash payment to Delhaize Group
for
the difference between the exercise price of the option and the
fair
market value of the ADS.  If you do not account for this item as
an
expense, please ensure we understand the specific basis in GAAP
for
your accounting, as it appears the terms of this arrangement
result
in you effectively issuing to your employees stock appreciation
rights on your parent company`s stock.  Please also tell us the
business purpose for structuring the arrangement this way.
      As a related matter, please tell us how you classify the
cash
outflows related to this arrangement within your statements of
cash
flows, including the basis for your classification.

Item 9A. Controls and Procedures, page 75

5. In future filings, please revise your disclosure regarding
changes
to internal controls over financial reporting to identify "any
changes," not just "significant changes," which have materially
affected or are reasonably likely to materially affect, your
internal
controls over financial reporting.  See Item 308(c) of Regulation
S-
K.  Also confirm to us that there were no changes in your internal
controls over financial reporting during the fourth quarter that
materially affected, or are reasonably likely to materially
affect,
your internal controls over financial reporting.

Exhibits 31(a) and 31(b)

6. Please confirm that the inclusion in the introductory paragraph
of
your Chief Executive Officer (CEO) and Chief Accounting Officer`s
(CAO) titles was not intended to limit the capacity in which such
individuals provided the certifications.  In the future, eliminate
reference to the CEO and CAO`s titles in the introductory
paragraph
of the certifications to conform to the format provided in Item
601(b)(31) of Regulation S-K.

	Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
that keys your responses to our comments and provides any
requested
information.  Please understand that we may have additional
comments
after reviewing your responses to our comments.  Please file your
response letter on EDGAR as a correspondence file.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

       In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filings
or
in response to our comments on your filings.

	If you have any questions regarding these comments, please
direct them to Adam Phippen, Staff Accountant, at (202) 551-3336.
In
his absence, direct your questions to Robyn Manuel at (202) 551-
3823.
Any other questions may be directed to me at (202) 551-3843.

								Sincerely,



								George F. Ohsiek, Jr.
								Branch Chief

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Ms. Carol M. Herndon
Chief Accounting Officer
September 27, 2005
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