SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 AMENDMENT NO. 3
                                       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.    3    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 8.           ADDITIONAL INFORMATION TO BE FURNISHED.

         Item 8 is amended by adding the following at the end thereof:

         On October 23, 1998, Royal Ahold issued a press release announcing that
the Offer had expired at 5:00 p.m., New York City time, on Thursday, October 22,
1998,  that  based  on  information  provided  by the  Depositary,  a  total  of
59,224,361  Shares  (or  approximately  98.8% of the  Shares  outstanding)  were
validly tendered and accepted for payment,  including  344,516 Shares subject to
guarantee of delivery;  that Royal Ahold intends  promptly to effect a merger of
the  Purchaser  with and into the Company  resulting  in the Company  becoming a
direct  wholly-owned  subsidiary of Ahold U.S.A.,  the U.S.  holding company for
Royal Ahold, and that each  outstanding  Share (other than 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 Shares  with  respect to which
appraisal rights are perfected under the Delaware General  Corporation Law) will
be converted into the right to receive $43.50 per Share in cash.







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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 23, 1998




























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