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: October 28 , 1998





                                 Giant Food Inc.
             (exact name of registrant as specified in its charter)




     Delaware               1-4434                        53-0073545
(State or other          (Commission                   (I.R.S. Employer
jurisdiction             File Number)                  Identification No.)
of incorporation)


                   6300 Sheriff Road, Landover, Maryland 20785
                    (address of principal executive offices)




       Registrant's telephone number, including area code: (301) 341-4100








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Item 1.  Changes in Control of Registrant.

     (a)  On  October  28,  1998,  Giant  Acquisition  Corporation,  a  Delaware
corporation ("Acquisition Corporation") and indirect, wholly-owned subsidiary of
Koninklijke Ahold N.V., a public company with limited liability  organized under
the laws of the  Netherlands  with its corporate  seat at Zaandam  (Municipality
Zaandam)  ("Royal Ahold"),  acquired:  (i) all 125,000 shares of the outstanding
voting  Class AC Common  Stock (the  "Class AC  Shares")  of Giant Food Inc.,  a
Delaware  corporation (the  "Company"),  from The 1224  Corporation,  a Delaware
corporation  ("1224");  and (ii) all 125,000  shares of the  outstanding  voting
Class AL Common  Stock (the  "Class AL  Shares")  of the  Company  from JS Mass.
Securities  Corp. ("JS Mass."),  a wholly-owned  subsidiary of J Sainsbury,  plc
("Sainsbury").  Royal Ahold acquired the Class AC Shares and the Class AL Shares
pursuant to, respectively, a Stock Purchase Agreement dated May 19, 1998 between
Royal Ahold and 1224 (the "1224 Agreement") and a Stock Purchase Agreement dated
May 27,  1998  among  Royal  Ahold,  JS  Mass.  and  Sainsbury  (the  "Sainsbury
Agreement").

     Each  of the  Class  AC  Shares  and the  Class  AL  Shares  had 50% of the
shareholder  voting power in the Company.  As a result of the acquisition of the
Class AC Shares and the Class AL Shares, Royal Ahold indirectly held 100% of the
voting power in the Company. Pursuant to the Certificate of Incorporation of the
Company,  the Class AC  Shares  had the  right to elect  five,  and the Class AL
Shares had the right to elect four, of the Company's nine  directors.  Effective
upon Royal Ahold's acquisition of the Class AC Shares and the Class AL Shares on
October  28,  1998 and as  provided  in the  1224  Agreement  and the  Sainsbury
Agreement,  the  directors  of  the  Company  elected  by  1224  and  Sainsbury,
respectively, resigned and were replaced by directors elected by Royal Ahold.
 
     Simultaneously with its acquisition of the Class AC Shares and the Class AL
Shares,  and pursuant to a tender offer to acquire all of the non-voting Class A
Common  Stock  ("Class A Shares") of the Company at a price of $43.50 per share,
net to the seller in cash,  without interest  thereon (the "Offer Price"),  upon
the terms and  conditions set forth in Royal Ahold's Offer to Purchase dated May
19,  1998  (the  "Offer"),  Royal  Ahold  acquired  a total  of  59,415,133  (or
approximately 99.2% of the outstanding) Class A Shares, including Class A Shares
tendered by 1224 and Sainsbury.

     On October 30, 1998,  Royal Ahold  effected a merger of  Acquisition  Corp.
with and into the Company in accordance  with the Delaware  General  Corporation
Law.  As a result of the  merger,  the  Company  became a  direct,  wholly-owned
subsidiary of Ahold U.S.A., Inc., a Delaware  corporation ("Ahold U.S.A."),  and
an indirect  wholly-owned  subsidiary of Royal Ahold.  Each outstanding  Class A
Share (other than Class A Shares which are held  directly or  indirectly  by the
Company or Royal  Ahold or any direct or indirect  subsidiary  of the Company or
Royal  Ahold,  and Class A Shares  with  respect to which  appraisal  rights are
perfected under the Delaware  General  Corporation  Law) were converted into the
right to receive $43.50 per share in cash, without interest, less any applicable
withholding taxes.

     Pursuant to the 1224 Agreement, Royal Ahold acquired the Class AC Shares at
a per  share  price  equal to the  Offer  Price.  Under  the  provisions  of the
Certificate  of  Incorporation  of 1224, the Class AC Shares owned by 1224 could
only be sold as part of a  transaction  pursuant to which the holders of Class A
Shares were afforded the opportunity to participate in such sale on equal terms

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with 1224.  Pursuant to the Sainsbury  Agreement,  Royal Ahold acquired the
Class AL Shares for $100 million.

     In Amendment No. 13 to its Tender Offer  Statement on Schedule  14D-1 filed
on May 19, 1998 relating to the Offer, Royal Ahold stated,  with respect to Item
4 of Schedule 14D-1 ("Source and Amount of Funds or Other Consideration"),  that
it expected the amount of funds required by Acquisition  Corporation to purchase
all of the Class AC Shares from 1224,  all of the Class AL Shares from Sainsbury
and all of the outstanding  Class A Shares pursuant to the Offer  (collectively,
the "Acquisition") and to pay related fees and expenses to be approximately $2.7
billion. Royal Ahold further stated in such Amendment No. 13:

              Acquisition  Corporation  will  obtain  $2.2  billion of the funds
         needed for the  Acquisition  from Royal Ahold.  Royal Ahold will obtain
         the $2.2  billion  from the net  proceeds  of a  global  offering  (the
         "Global Offering") by Royal Ahold of Common Shares (which may be in the
         form of American Depository Shares) and Guilder-denominated Convertible
         Subordinated  Notes  (which may be in the form of  American  Depository
         Notes).

              Acquisition  Corporation will obtain the remaining $500 million of
         the funds needed for the  Acquisition  from a capital  contribution  by
         Ahold U.S.A., which Ahold U.S.A. will fund by a borrowing made under an
         Amended  and  Restated  U.S.  $1,000,000,000   Multicurrency  Revolving
         Facility  Agreement  (the "1996 Credit  Facility"),  dated December 18,
         1996,  and amended and restated  September 7, 1998 between Royal Ahold,
         Ahold U.S.A.,  ABN AMRO Bank N.V.,  Chase  Investment  Bank Limited and
         J.P. Morgan  Securities Ltd. as Arrangers,  The Chase Manhattan Bank as
         Facility,  Swing-Line,  Letter of Credit and Short Term Advances Agent,
         Chase Manhattan  International Limited as Multicurrency  Facility Agent
         and certain financial institutions named therein.

              The 1996 Credit  Facility  provides for an unsecured loan facility
         in an  aggregate  amount of up to U.S.  $1.0  billion.  The 1996 Credit
         Facility  expires on December 18, 2003. The 1996 Credit Facility may be
         used by Royal Ahold for general  corporate  purposes  including working
         capital and the  refinancing  of certain  other  facilities.  Revolving
         credit  advances under the 1996 Credit Facility will bear interest at a
         rate per annum  equal to LIBOR plus 10 basis  points.  The 1996  Credit
         Facility  contains  certain  restrictions  on, among other things,  the
         creation of liens and certain  financial  covenants which require Royal
         Ahold to maintain a specified ratio of operating earnings before income
         taxes plus net  interest  expense  to net  interest  expense.  The 1996
         Credit Facility also contains certain events of default,  including (i)
         the  liquidation  or  bankruptcy  of Royal Ahold or any of its material
         subsidiaries,  (ii) changes in the  character of its business and (iii)
         the lease,  sale or disposition of all or any  substantial  part of its
         assets. In addition,  Royal Ahold has agreed to pay the Chase Manhattan
         Bank  certain fees to reimburse  each of the agents and  arrangers  for
         certain  expenses and to provide certain  indemnities,  as is customary
         for commitments of the type described therein.

     Royal Ahold  further  stated that its  foregoing  summary of the source and
amount of funds was  qualified  in its  entirety by reference to the text of the
1996  Credit  Facility,  a copy of which was filed as an  exhibit  to the Tender
Offer Statement on Schedule 14D-1.

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Item 7.  Financial Statement and Exhibits.

         (c) Exhibits

              2.1 Stock  Purchase  Agreement,  dated as of May 19, 1998,  by and
         between  Koninklijke Ahold N.V. and The 1224 Corporation  (incorporated
         by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K
         dated May 19, 1998).

              2.2 Stock  Purchase  Agreement,  dated as of May 27, 1998,  by and
         among Koninklijke  Ahold N.V., J Sainsbury plc and JS Mass.  Securities
         Corp.  (incorporated  by  reference  to  Exhibit  2  to  the  Company's
         Solicitation/Recommendation  Statement on Schedule  14D-9 dated May 29,
         1998).

              99.1   Amended  and  Restated   U.S.$1,000,000,000   Multicurrency
         Revolving Facility Agreement,  dated December 18, 1996, and amended and
         restated  September 7, 1998, by and among Koninklijke Ahold N.V., Ahold
         U.S.A.,  Inc., ABN AMRO Bank N.V.,  Chase  Investment  Bank Limited and
         J.P. Morgan  Securities Ltd. as Arrangers,  The Chase Manhattan Bank as
         Facility,  Swing-Line,  Letter of Credit and Short Term Advances Agent,
         Chase Manhattan  International Limited as Multicurrency  Facility Agent
         and certain  financial  institutions  named  therein  (incorporated  by
         reference to Exhibit  (a)(15) to the Tender Offer Statement on Schedule
         14D-1 of  Koninklijke  Ahold N.V.,  filed May 19, 1998  (Amendment  No.
         13)).




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                                   Signatures

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

                                    GIANT FOOD INC.



November 4, 1998                    By: /s/ David W. Rutstein                 
                                        David W. Rutstein
                                        Senior Vice President and
                                        General Counsel
 
































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