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):  December 18, 1996


                                --------------------

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



    North Carolina                 0-6080                   56-1660192
                                                      
                                                 
    (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
    704-622-8250

    (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


    On December 18, 1996 (the "Effective Time"), following receipt of all
required regulatory approvals, Food Lion, Inc., a North Carolina corporation
("Food Lion"), completed the acquisition of Kash n' Karry Food Stores, Inc., a
Delaware corporation ("Kash n' Karry"), pursuant to an Agreement and Plan of
Merger, dated as of October 31, 1996 (the "Merger Agreement").  The acquisition
was effected by means of the merger of KK Acquisition Corp., a Delaware
corporation and an indirect wholly owned subsidiary of Food Lion ("KK
Acquisition"), with and into Kash n' Karry and Kash n' Karry has become an
indirect, wholly-owned subsidiary of Food Lion (the "Merger").  Upon
consummation of the Merger, each outstanding share of Kash n' Karry common
stock, par value $.01 per share (the "Kash n' Karry Common Stock") other than
shares of Kash n' Karry Common Stock that are cancelled pursuant to the Merger
Agreement and shares of Kash n' Karry Common Stock for which appraisal rights
under Delaware law have been exercised, has been converted into the right to
receive $26.00 per share in cash.

    Immediately prior to the Effective Time, KK Acquisition owned more than 90%
of the outstanding shares of the Kash n' Karry Common Stock and was able to
effect the Merger as a short-form merger without the necessity of the approval
of the Kash n' Karry Board of Directors or the vote of any stockholders of Kash
n' Karry.

    The consummation Merger is further described in a press release issued by
Food Lion on December 18, 1996, a copy of which is attached hereto as an Exhibit
99.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
  
    (a)  Not Applicable.

    (b)  Not Applicable.

    (c)  Exhibits

    



         Exhibit No.         Description
                          
         99                  Food Lion, Inc. Press Release dated 
                             December 18, 1996.

                                       2


    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:  January 3, 1997      By: /s/ R. William McCanless
                                 ----------------------------------
                             Name:  R. William McCanless 
                             Its:  Senior Vice President and
                                     Chief Administrative Officer 


                                    EXHIBIT INDEX

                 
         99                  Food Lion, Inc. Press Release dated
                             December 18, 1996.

         

EX-99

                                                 Exhibit 99               


                       FOOD LION, INC. COMPLETES ACQUISITION OF
                           KASH N' KARRY FOOD STORES, INC.

SALISBURY, N.C., Dec. 18, 1996 -- Food Lion, Inc. (Nasdaq-NNM: FDLNA, FDLNB) of
Salisbury, North Carolina, today announced the successful completion of the
tender offer and merger whereby Kash n' Karry Food Stores, Inc. (Nasdaq-NNM:
KASH) became a wholly owned subsidiary of Food Lion.  Since more than 90% of
Kash n' Karry's outstanding shares were acquired on December 18, 1996, in the
tender offer, the merger was effected without the necessity of a Kash n' Karry
stockholder vote.

Tom Smith, President and Chief Executive Officer of Food Lion, said:  "We are
very pleased to welcome the people and operations of Kash n' Karry Food Stores
into the Food Lion family.  With the financial resources of Food Lion behind it,
Kash n' Karry can now position itself more effectively as a viable competitor
with West Central Florida's major supermarket chains, bringing the significant
benefits of increased competition to consumers in that region.  We are also
pleased to complete this transaction because it is consistent with Food Lion's
stated corporate goal of growing the company prudently through a combination of
internal expansion and acquisitions."

Food Lion and its more than 72,000 employees serve more than nine million
customers per week by providing Extra Low Prices and More at more than 1,100
Food Lion stores in 14 states.  In addition, Food Lion's subsidiary Kash n'
Karry and its 9300 employees serve more than 1 million customers per week at 100
West Central Florida supermarkets.

CONTACT: Chris Ahearn of Food Lion, Inc., 704-633-8250, Ext. 2892