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):  April 7, 1997




                        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
ofincorporation)                 File Number)       Identification No.)



P.O. Box 1330, 2110 Executive Drive, Salisbury, North Carolina 28145-1330
                          704-622-8250

(Address, including zip code, and telephone number, including area code
 of registrant's principal executive offices)

                              N.A.

  (Former name or former address if changed since last report)







ITEM 5.  OTHER EVENTS.

     Food Lion, Inc. (the "Company"), or its executive
officers and directors on behalf of the Company, may from
time to time make "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of
1995 (the "Act").  The Company is filing this Current Report
on Form 8-K to avail itself of the safe harbor provided in
the Act with respect to any such (i) forward-looking
statements contained in the Company's reports and other
documents filed with the Securities and Exchange Commission,
(ii) forward-looking statements contained in press releases
or other documents disseminated by or on behalf of the
Company to the media, potential investors, securities
analysts and others, and (iii) oral forward-looking
statements made by the Company's executive officers and
directors on behalf of the Company to the media, potential
investors, securities analysts and others.

     All statements, other than statements of historical
facts, which address activities, events or developments that
the Company expects or anticipates will or may occur in the
future are forward-looking statements.  Such forward-looking
statements include statements regarding the Company's
business, including the business of the Company's indirect
wholly-owned subsidiary, Kash n' Karry Food Stores, Inc.
The Company cautions that the following important factors,
among others (including but not limited to factors mentioned
from time to time in the Company's reports filed with the
SEC), could affect the Company's actual results and cause
actual results to differ materially from those expressed in
forward-looking statements.  Further, any forward-looking
statement speaks only as of the date on which such statement
is made, and the Company undertakes no obligation to update
any forward-looking statement to reflect events or
circumstances after the date on which such statement is made
or to reflect the occurrence of unanticipated events.  The
Company further cautions that new factors may emerge from
time to time.  It is not possible for management to predict
all of such factors, nor can management assess the impact of
each such factor on the business or the extent to which any
factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward-
looking statements.  As such, forward-looking statements
should not be relied upon as a prediction of actual future
results.  The following discussion includes matters as to
which the Company has made forward-looking statements, both
orally and in writing.  This discussion is intended to
provide information as to some of the factors that could
cause results to differ materially from those expressed or
implied in the forward-looking statements.

     Important factors that could cause actual results to
differ materially from those set forth in forward-looking
statements regarding the Company's financial condition and
results of operations include changes in the economic
conditions, particularly in the Company's primary markets;
changes in consumer spending; unanticipated costs associated
with the Company's store expansion and renovation
strategies; competitive practices and pricing in the food
industry generally and particularly in the Company's
principal markets; the cost of or constraints on the
Company's supply of necessary inventory; changes in local,
state or federal legislation or regulation; the retirement
or loss of services of key personnel; and unanticipated
technological problems involving the Company or its vendors.

     The Company's growth plans include expansion through
new store development, remodels of its existing stores and
acquisitions, where appropriate.  Factors that could impact
the Company's growth plans include competitive conditions;
the Company's ability to develop new stores cost effectively
in advantageous locations; the availability and cost of
resources (including capital, materials, real estate, labor
and contractors) to complete the Company's new store and
renovation plans; the availability of appropriate
acquisition opportunities; the Company's ability to
successfully integrate acquired entities; and unanticipated
costs associated with the Company's new store and renovation
strategies.

     From time to time, the Company states its estimates of
the average range of costs to close a store and its
projections of the number of stores it will close in the
coming year.  While the Company believes that these
estimates are accurate at the time they are made, certain
factors could cause those projections or results to change
from time to time, including general economic and
competitive conditions, unanticipated costs associated with
store closures, and the age or newness of the stores closed.

     The Company has also stated that it intends to continue
to incur costs associated with remodeling stores, which have
historically resulted in increased sales in remodeled
stores.  Factors that could negatively impact such results
in the future include diminishing availability of stores
suitable for remodeling, unanticipated costs associated with
remodels, and changes in general economic and competitive
conditions in the markets in which the remodeled stores are
located.



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  hereunto  duly
authorized.




                                FOOD LION, INC.




Dated: April 7 , 1997            By: \s\ R.  William McCanless
                                 Name: R. William McCanless
                                 Its:  Senior Vice President and
                                       Chief Administrative Officer