8-K

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                              
                              
                          Form 8-K
                              
                       CURRENT REPORT
                              
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

Date of Report (Date of earliest event reported)  May 4,
1995.

                              
                       FOOD LION, INC.
   (Exact name of registrant as specified in its charter)
                              

North Carolina                      0-6080              56-0660192
(State or other jurisdiction       (Commission         (IRS Employer
of incorporation)                   File Number)     Identification No.)


P.O. Box 1330, 2110 Executive Drive, Salisbury, North
Carolina 28145-1330
(704) 633-8250
(Address and telephone number of principal executive offices
and principal place of business)

                              
                            N.A.
(Former name or former address if changed since last report)
                              
Item 5.  Other Events.

     On May 4, 1995, the Board of Directors of Food Lion,
Inc. (the "Company") approved the repurchase of up to $100
million worth of the Company's common stock (Class A and
Class B) during the next twelve months.  The stock
repurchase is further described in a press release issued by
the Company on May 4, 1995, a copy of which is attached
hereto as an exhibit.


Item 7. Financial Statements and Exhibits

     (b)  Exhibits

          Exhibit No.              Description
               99                  Press Release Regarding
                                   Share Repurchase



                              
                         SIGNATURES
                              
     Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.


                                   FOOD LION, INC.
                                   REGISTRANT


                                   BY:  Dan A. Boone                            
                                        Chief Financial Officer
                                        and Secretary

                                        (Duly Authorized Officer)


DATE: May 4, 1995

EX-99

May 4, 1995
                                        Contact:  Chris Ahearn
                                        (704) 633-8250, ext.2892

For Immediate Release

            FOOD LION ANNOUNCES STOCK REPURCHASE

     Salisbury, NC-- The Board of Directors of Food Lion,
Inc. (NASDAQ:  FDLNA, FDLNB) has authorized the repurchase
of as much as $100 million of Food Lion common shares from
time-to-time in the open market.
     "Food Lion is committed to creating long-term value for
our shareholders," explained Food Lion Chairman, President,
and Chief Executive Officer Tom Smith at today's annual
shareholders meeting.  "The Company has completed its
restructuring plans, closed less profitable stores, and is
on track with its growth strategy.  Our financial and
operational performance puts us among the top companies in
the industry, yet the current stock price does not
adequately reflect the increased value of the company.   At
today's price, Food Lion stock is a good investment in our
company's future, and the repurchase program builds value
for our shareholders."
     As of May 4, 1995, the $100 million repurchase plan is
the equivalent of 4% of the company's approximately 484
million outstanding shares.  Salomon Brothers is the agent
for the repurchase program.
     Food Lion is one of the nation's largest supermarket
chains, offering consumers Extra Low Prices and More in 1041
stores in 14 states.