Exhibit 10.18

                                FIRST AMENDMENT
                                    TO THE
                HANNAFORD BROS. CO. DEFERRED COMPENSATION PLAN


    The Hannaford Bros. Co. Deferred Compensation Plan (the "Plan") was
amended and restated February 4, 1988.  The Plan is hereby further amended in
the following respects:

    1.  The terms used in this Amendment shall have the meanings set forth in
the
Plan unless the context indicates otherwise.

    2.  Subsection (b) of Section 2 is hereby amended to read as follows:

        "(b)    `Committee' shall mean the Retirement Committee appointed by
    the Board in accordance with Section 19.01 of the Hannaford Bros. Co.
    Employees' Retirement Plan."

    3.  Section 6 is hereby amended by adding the following sentence at the
end thereof.

    "The Committee shall administer the Plan in accordance with its terms and
    shall have complete discretionary authority and all powers necessary to
    carry out its terms, including, but not limited to, the following:

              (i) to determine all questions concerning the eligibility of
        Employees to receive benefits under the Plan and to notify Employees
        of the availability and terms of the Plan.

             (ii) to furnish Employees with the information necessary to make
        deferral elections.

            (iii) to determine the manner in which deferral elections shall be
        made in accordance with Section 3(a).

             (iv) to interpret the provisions of the Plan and to make rules
        and regulations for the administration of the Plan.

              (v) to employ or retain counsel, accountants, actuaries or such
        other persons as may be required to assist in administering the Plan.

             (vi) to act as agent for service of legal process."

    4.  Section 7 is hereby amended to read as follows:

        "7. CLAIMS PROCEDURE.  An Employee or other person entitled to
    payments under the Plan may make a claim for payments by filing a written
    request with the Committee.  If a claim is wholly or partially denied,
    the Committee shall furnish the claimant with a written notice setting
    forth in a manner calculated to be understood by the claimant:

             (a) the specific reason or reasons for the denial;

             (b) the specific reference to pertinent Plan provisions on which
        the denial is based;


             (c) a description of any additional material or information
        necessary for the claimant to perfect his or her claim and an
        explanation why such material or information is necessary; and

             (d) appropriate information as to the steps to be taken if the
        claimant wishes to submit his or her claim for review.

        Such notice shall be furnished to the claimant within ninety (90) days
    after receipt of his or her claim, unless special circumstances require an
    extension of time for processing such claim.  If an extension of time for
    processing is required, the Committee shall, prior to the termination of
    the initial ninety (90) day period, furnish the claimant with written
    notice indicating the special circumstances requiring an extension and
    the date by which the Committee expects to render its decision.  In no
    event shall an extension exceed a period of ninety (90) days from the end
    of the initial ninety (90) day period.

        A claimant may request the Committee to review a denied claim.  Such
    request shall be in writing and must be delivered to the Committee within
    sixty (60) days after receipt by the claimant of written notification of
    denial of the claim.  A claimant or his or her duly authorized
    representative may review pertinent documents and submit issues and
    comments in writing.  

        The Committee shall notify the claimant of its decision on review not
    later than sixty (60) days after receipt of a request for review, unless
    special circumstances require an extension of time for processing, in
    which case a decision shall be rendered as soon as possible, but not
    later than one hundred twenty (120) days after receipt of a request for
    review.  If an extension of time for review is required because of
    special circumstances, written notice of the extension must be furnished
    to the claimant prior to the commencement of the extension.  The
    Committee's decision on review shall be in writing and shall include
    specific reasons for the decision, as well as specific references to the
    pertinent Plan provisions on which the decision is based."

    5.  This Amendment shall be effective November 30, 1992.