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)  October 3,1997.

                              
                              
                       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
    of incorporation)               File Number)     Identification No.)




     P.O. Box 1330, 2110 Executive Drive, Salisbury, North
     Carolina 28145-1330
                         (704) 633-8250

   (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

a.   Closure of Stores and Distribution Center in Southwest

     On September 18, 1997, Food Lion, Inc. (the "Company")
announced its plan to close the Company's 61 stores and one
distribution center in Louisiana, Oklahoma and Texas (the
"Southwest").  The stores in the Southwest were not
profitable and reduced the Company's net earnings by nearly
$.01 per share on an annual basis.  The Company established
a pre-tax reserve against third quarter earnings of $87.1
million ($53.1 million after tax) for the closures.  This
pre-tax reserve reflects management's estimate of $129.1
million in costs and asset revaluations associated with the
divestiture of the Southwest, less $42.0 million in unused
reserves related to store closures since 1993.  The Company
estimates that cash proceeds from the disposition of assets
in the Southwest, net of expenses, will be approximately
$100 million.  Conditions in the real estate market and
general economic conditions in the communities in which the
assets are located could cause the actual proceeds to differ
from this estimate.

     The closure of the Southwest stores and distribution
center is further described in a press release issued by the
Company on September 18, 1997, a copy of which is attached
hereto as Exhibit 99.


b.   "Safe Harbor" Statement Regarding Forward-Looking
Statements or Information

     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").  All
statements, other than statements of historical fact, 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 subsidiary, Kash n'
Karry Food Stores, Inc.


     The Company cautions that the factors discussed below,
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 results and cause actual
results to differ materially from those expressed in forward-
looking statements.  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.  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 economic conditions
including inflation levels, 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 primary 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 technological
problems involving the Company, its vendors or other third
parties.

     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; unanticipated
problems with third parties such as landlords, including but
not limited to difficulties in acquiring, financing and
developing sites, and securing necessary permits and
licenses; and unanticipated costs associated with the
Company's new store and renovation strategies.

     The Company has also stated that it intends to continue
to incur costs associated with remodeling stores, which has
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.

     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.
In addition, the Company has made forward-looking statements
with respect to the anticipated proceeds from the disposition
of assets in the Southwest.  Factors that could cause those
results to differ materially include conditions in the real estate
market and general economic conditions in the communities
where the assets are located.

Item 7.  Financial Statements and Exhibits

     (b) Exhibits

       Exhibit No.
          99    Press Release Regarding Closure of Stores and
                Distribution Center in Southwest






                         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.


Dated: October 3, 1997        By: \s\ Laura Kendall
                              Name: Laura Kendall
                              Its: Vice President of Finance
                              Chief Financial Officer

EX-99

September 18, 1997                      Contact:  Chris Ahearn
                                        (704) 633-8250, Ext. 2892

For Immediate Release


    FOOD LION ANNOUNCES INCREASED SALES IN THIRD QUARTER,
              PLANS TO DIVEST SOUTHWEST STORES

     Salisbury, NC-- Today, Food Lion, Inc. (NASDAQ:  FDLNA,
FDLNB) announced third quarter sales of $2.4 billion, up
11.4 percent over 1996 sales of $2.1 billion for the same
quarter. Sales and earnings include the operating results of
the Company's Kash n' Karry subsidiary in West Central
Florida acquired in December 1996.  Same store sales were up
0.3 percent companywide, and were up 0.9 percent, exclusive
of sales in the Company's Southwestern United States stores.
The Company announced that it plans to close its stores and
distribution center in the Southwest.  The move affects 61
stores in Louisiana, Oklahoma, and Texas and a distribution
facility in Roanoke, Texas.
     Food Lion reported earnings for the quarter of $1.2
million, or $0.003 per share, which included a pre-tax
charge of $87.1 million associated with store closings.
Earnings for the quarter, exclusive of the charge, were
$54.4 million, or $0.12 per share, compared to $50.0
million, or $0.11 per share, in the prior year.
     "We have been evaluating our Southwest strategy for
some time now," explained Tom Smith, President and Chief
Executive Officer.  "We examined a number of options,
including possible acquisitions, and determined that it was
in the best interests of the Company and our  shareholders
to sell the stores and deploy our assets toward further
growth in our successful Southeast and Mid-Atlantic
markets."
     The Company established a pre-tax reserve for store
closings of $87.1 million ($53.1 million after tax) against
third quarter earnings.  The pre-tax reserve reflects costs
and asset revaluation reserves of $129.1 million related to
the divestiture of the Southwest, less $42.0
million in unused reserves related to store closings that
occurred since 1993.  Cash proceeds, net of
expenses, are expected to be approximately $100 million upon
disposition of assets in the Southwest.  Southwest stores
have lowered the Company's net earnings by approximately
$0.01 per share on an annual basis.
     The stores and the distribution center employ
approximately 3,100 people.  Food Lion will pay all
employees who remain with the Company during the closing
process for 60 days, through November 17, 1997.  Food Lion
will also work with state and local officials to assist
employees in finding other employment.
     "We appreciate the loyalty our customers have shown us
over these past few years.  I would also especially like to
commend our employees for their diligent efforts," Smith
added.  "Our human resources department will visit each
store in the next several days and work with employees
through the transition."
     The Company was pleased with the overall progress it
has made during the past quarter with new store growth.  In
September, Food Lion finalized the purchase of 11
A & P Supermarkets in North and South Carolina.  The Company
also opened 18 new stores, including seven replacement
stores, closed one store, and completed 29 renovations.  The
Company is on track with plans to open 62 stores this year
and remodel approximately 100 stores.  Food Lion expects to
complete the integration of Kash n' Karry on schedule, by
October 1.
     "We have seen an improvement in sales trends throughout
the first three quarters of the year," Smith said.  "In
addition, our use of category management and state-of-the-
art technology is helping us maximize profits, minimize
expenses, and protect our low price leadership for
customers."
     With 1996 sales of $9.0 billion, Food Lion is one of
the nation's largest supermarket chains.  The Company and
its more than 75,000 employees serve approximately 10
million customers per week with Extra Low Prices and More at
1,058 Food Lion stores in 11 states, and Fresh, Fast, and
Friendly service at 91 Kash n' Karry stores in West Central
Florida.

"Safe Harbor" Statement Regarding Forward-looking
Information or Statements:
This document contains forward-looking statements that
involve uncertainties.  Factors that could cause results to
differ materially from those in the forward-looking
statements are detailed from time to time in reports filed
by the Company with the SEC, including Forms 8K, 10Q and
10K.  In addition, with respect to the anticipated proceeds
from the disposition of assets in the Southwest, additional
factors that could cause results to differ materially
include the real estate market and general economic
conditions in the local communities where the assets are
located.