SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 AMENDMENT NO. 2
                                       TO
                                 SCHEDULE 14D-9


                Solicitation/Recommendation Statement Pursuant to
                       Section 14(d)(4) of the Securities
                              Exchange Act of 1934

                                 GIANT FOOD INC.
                            (Name of Subject Company)

                                 GIANT FOOD INC.
                      (Name of Person(s) Filing Statement)

               Class A Common Stock (Non-Voting), $1.00 par value
                         (Title of Class of Securities)

                                    374478105
                      (Cusip Number of Class of Securities)


                             David W. Rutstein, Esq.
                    Senior Vice President and General Counsel
                                 Giant Food Inc.
                                6300 Sheriff Road
                            Landover, Maryland 20785
                                 (301) 341-4100
                  (Name, address and telephone number of person
                 authorized to receive notice and communications
                  on behalf of the person(s) filing statement)

                                    Copy to:

                             Wayne K. Johnson, Esq.
               Jorden Burt Boros Cicchetti Berenson & Johnson LLP
                                 Suite 400 East
                       1025 Thomas Jefferson Street, N.W.
                             Washington, D.C. 20007
                                 (202) 965-8100

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         This     Amendment    No.    2    amends    and     supplements     the
Solicitation/Recommendation  Statement  on Schedule  14D-9 filed on May 29, 1998
(the "Schedule 14D-9") on behalf of Giant Food Inc., a Delaware corporation (the
"Company"),  relating to the tender offer by Giant  Acquisition  Corporation,  a
Delaware corporation and indirect,  wholly-owned subsidiary of Koninklijke Ahold
N.V., a public company with limited liability incorporated under the laws of The
Netherlands  with its corporate  seat in Zaandam  (Municipality  Zanstaad)  (the
"Purchaser"),  to  purchase  for  cash  all of  the  outstanding  shares  of the
Company's  Class A Common  Stock  (Non-Voting),  par value  $1.00 per share (the
"Shares"),  at a price of $43.50 per Share,  net to the seller in cash,  without
interest  thereon  (the  "Offer  Price"),  upon the  terms  and  subject  to the
conditions set forth in the  Purchaser's  Offer to Purchase,  dated May 19, 1998
(the "Offer to Purchase"),  and in the related Letter of Transmittal  and Notice
of Guaranteed  Delivery.  All  capitalized  terms not defined herein are used as
defined in the Schedule 14D-9.


ITEM 3.  IDENTITY AND BACKGROUND.

      Item 3(b) of the  Schedule  14D-9 is hereby  amended  by adding at the end
thereof the following:

                  "Other. In October,1998, the Company entered into a Deductible
         Indemnification  Agreement (the  "Indemnification  Agreement")with  the
         MollyAnna  Company,  an  indirect,   wholly-owned   subsidiary  of  the
         Purchaser  ("MollyAnna"),  effective  as of July 18,  1998.  Under  the
         Indemnification  Agreement,  MollyAnna  will  indemnify the Company for
         certain  sums  which the  Company  and its  affiliates  become  legally
         obligated to pay pursuant to their contractual obligations to indemnify
         various   insurers  for  incurred   losses,   retrospective   premiums,
         deductible losses,  allocated loss adjustment  expenses and unallocated
         claims   handling  fees  pursuant  to   retrospective   premium  plans,
         deductible plans,  co-insurance provisions or other similar contractual
         provisions.  In  consideration,  the Company paid  MollyAnna a one-time
         premium of $73  million.  A copy of the  Indemnification  Agreement  is
         attached hereto as Exhibit 14 and is incorporated herein by reference."

ITEM 8.           ADDITIONAL INFORMATION TO BE FURNISHED.

         Item 8 is amended by adding the following:

                  On  October  20,  1998,  Royal Ahold  issued a press  release
         announcing  the Federal Trade  Commission's  acceptance of the proposed
         divestiture  settlement  which will allow Royal Ahold's  acquisition of
         the Company to be completed.

ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.

         The  information  contained in Item 9 of the  Schedule  14D-9 is hereby
amended by adding the following additional Exhibit:

Exhibit 14   --   Deductible Indemnification Agreement effective as of July 18,
                  1998 by and between The MollyAnna Company and Giant Food Inc.







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                                   SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


                                          GIANT FOOD INC.

                                          By: /s/ David W. Rutstein
                                            ----------------------------------
                                            David W. Rutstein
                                            Senior Vice President and General
                                             Counsel

Dated: October 20, 1998




























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