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Royal Ahold · F-3 · On 12/29/00

Filed On 12/29/00 11:18am ET · SEC File 333-52934 · Accession Number 950127-0-660

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

12/29/00  Royal Ahold                       F-3                   20:441                                    White & Case LLP/FA

Registration Statement of a Foreign Private Issuer for Securities Offered Pursuant to a Transaction · Form F-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-3         Registration Statement                                80±   310K 
 2: EX-4.2      Indenture                                             86±   381K 
 3: EX-4.3      Subordinated Debt Indenture                           92±   410K 
 4: EX-4.4      Subordinated Debt Indenture                            9±    45K 
 5: EX-4.5      Subordinated Debt Indenture                           13±    61K 
 6: EX-4.6      Third Supplemental Indenture                           3     20K 
 7: EX-4.9      Indenture Supplement                                   6±    28K 
 8: EX-4.10     Third Indenture Supplement                             3     21K 
 9: EX-4.11     Subordinated Debt Indenture                          105±   472K 
10: EX-5.1      Opinion As to Legality                                 4±    20K 
11: EX-5.2      Opinion As to Legality                                 7±    34K 
12: EX-5.3      Opinion As to Legality                                 5±    31K 
13: EX-5.4      Opinion As to Legality                                 7±    33K 
14: EX-12.1     Statement Re Computation of Ratios                     2     16K 
15: EX-12.2     Statement Re Computation of Ratios                     2     16K 
16: EX-23.3     Independent Auditors' Consent                          1     12K 
17: EX-25.1     Statement of Eligibility                               4     24K 
18: EX-25.2     Statement of Eligibility                               4     23K 
19: EX-25.3     Statement of Eligibility                               4     24K 
20: EX-25.4     Statement of Eligibility                               4     23K

F-3 · Registration Statement
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) About this Prospectus Ahold Finance U.S.A., Inc Calculation of Registration Fee Charges of Share Depositary Description of American Depositary Receipts Relating to Shares of Royal Ahold Description of Debt Securities of Royal Ahold Description of Guaranteed Debt Securities of Ahold Finance U.S.A., Inc. and Guarantees of Royal Ahold Description of Share Capital of Royal Ahold Description of Warrants to Subscribe to Debt Securities of Royal Ahold and Ahold Finance U.S.A., Inc Dividends Events of Default, Waiver and Notice under the Guaranteed Senior Debt Securities Events of Default, Waiver and Notice under the Guaranteed Subordinated Debt Securities Events of Default, Waiver and Notice under the Senior Debt Securities Events of Default, Waiver and Notice under the Subordinated Debt Securities Exhibits and Financial Statement Schedules Experts Financing Preferred Shares General Meetings and Voting Rights Indemnification of Directors and Officers Liability of Owner for Taxes Limitations on Enforcement of U.S. Laws Against Royal Ahold, its Management, and Others Liquidation Rights Other Expenses Of Issuance And Distribution Payments of Additional Amounts Plan of Distribution Preferred Shares Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Share Dividends Royal Ahold Shareholders' Pre-emptive Rights Subordination of Guaranteed Subordinated Debt Securities and Related Guarantees Subordination of Subordinated Debt Securities Tax Redemption Undertakings Use of Proceeds Validity of Securities Where You Can Find More Information
1	1st Page
"	Calculation of Registration Fee
2	Ahold Finance U.S.A., Inc
4	About this Prospectus
"	Where You Can Find More Information
"	Royal Ahold
"	Limitations on Enforcement of U.S. Laws Against Royal Ahold, its Management, and Others
"	Use of Proceeds
"	Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Share Dividends
"	Description of Debt Securities of Royal Ahold
"	Tax Redemption
"	Payments of Additional Amounts
"	Events of Default, Waiver and Notice under the Senior Debt Securities
"	Events of Default, Waiver and Notice under the Subordinated Debt Securities
"	Subordination of Subordinated Debt Securities
"	Description of Guaranteed Debt Securities of Ahold Finance U.S.A., Inc. and Guarantees of Royal Ahold
"	Events of Default, Waiver and Notice under the Guaranteed Senior Debt Securities
"	Events of Default, Waiver and Notice under the Guaranteed Subordinated Debt Securities
"	Subordination of Guaranteed Subordinated Debt Securities and Related Guarantees
"	Description of Warrants to Subscribe to Debt Securities of Royal Ahold and Ahold Finance U.S.A., Inc
"	Description of Share Capital of Royal Ahold
"	Preferred Shares
"	Financing Preferred Shares
"	Shareholders' Pre-emptive Rights
"	Dividends
"	General Meetings and Voting Rights
"	Liquidation Rights
"	Description of American Depositary Receipts Relating to Shares of Royal Ahold
"	Charges of Share Depositary
"	Liability of Owner for Taxes
"	Plan of Distribution
"	Validity of Securities
"	Experts
5	Item 14. Other Expenses Of Issuance And Distribution
"	Item 15. Indemnification of Directors and Officers
6	Item 16. Exhibits and Financial Statement Schedules
9	Item 17. Undertakings

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                                       Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-3*and FORM S-3*
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
________________                                                                
*    This Registration  Statement  constitutes a filing on Form F-3 with respect
     to  securities  of  Koninklijke  Ahold  N.V.  and a filing on Form S-3 with
respect to securities of Ahold Finance U.S.A., Inc.                   

                                                        [Enlarge/Download Table]

                                                                                                                     

                   KONINKLIJKE AHOLD N.V.                                   AHOLD FINANCE U.S.A., INC.               
(Incorporated in the Netherlands as a public company with      (Exact name of Registrant as specified in its charter)
                     limited liability)                                                                              
  (Exact name of Registrant as specified in its charter)                                                             
                        Royal Ahold                                                                                  
      (Translation of Registrant's name into English)                                                                

                     The Netherlands                                              Delaware                           
      (State or other jurisdiction of incorporation            (State or other jurisdiction of incorporation         
                     or organization)                                         or organization)                       

                       Not Applicable                                             58-2434256                         
            (I.R.S. Employer Identification No.)                     (I.R.S. Employer Identification No.)            

                     Albert Heijnweg 1                                                                               
                      1507 EH Zaandam,                                       14101 Newbrook Drive                    
                      The Netherlands                                   Chantilly, Virginia 20151-2224               
                     011-31-75-6599111                                          (703) 961-6000                       
  (Address and telephone number of Registrant's principal  (Address and telephone number of Registrant's principal   
                     executive offices)                                       executive offices)                     


Mr. Ernie J. Smith, Ahold Finance U.S.A., Inc.
14101 Newbrook Drive
Chantilly, Virginia 20151-2224
(703) 961-6000
 (Name, address and telephone number of agent for service)

Copy of communications to:

Maureen Brundage, Esq., White & Case LLP
 1155 Avenue of the Americas
New York, New York 10036
(212) 819-8314
----------------------

Approximate  date of commencement  of proposed sale to the public:  From time to
time after this Registration Statement becomes effective.                       

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. (_) 

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. (X)                                              

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. (_)                               

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. (_)                                                      

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. (_)                                             

                                                        [Enlarge/Download Table]

                         CALCULATION OF REGISTRATION FEE                                                                         
================================================ ====================== ================= ====================== ================


                                                                            Proposed                                             
                                                                             Maximum        Proposed Maximum        Amount of    
 Title of Each Class of Securities to be              Amount to be        Offering Price   Aggregate Offering     Registration   
            Registered                               Registered (1)        per Unit (1)         Price (1)              Fee       
------------------------------------------------ ---------------------- ----------------- ---------------------- ----------------
                                                                                                                                 
Senior debt securities (2).....................                                                                                  
Subordinated debt securities (3)...............                                                                                  
Guaranteed senior debt securities (4)..........                                                                                  
Guaranteed subordinated debt securities (5)....                                                                                  
Guarantees of guaranteed senior debt                                                                                             
securities (4).................................                                                                                  
Guarantees of guaranteed subordinated debt                                                                                       
    securities (5).............................                                                                                  
Warrants for debt securities (6)...............                                                                                  
Financing preferred shares, Euro 0.25 par value                                                                                  
    (7)                                                                                                                          
Common shares, Euro 0.25 par value (8).........                                                                                  
      Total....................................  U.S.$ 3,950,000,000(9)        100%       U.S.$ 3,950,000,000(9) U.S.$   987,500 
================================================ ====================== ================= ====================== ================

(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
   accordance with Rule 457(o) under the Securities Act of 1933, as amended.
(2)  Subject  to  note  (9)  below,  there  is  being  registered  hereunder  an
     indeterminate  principal  amount of senior debt  securities of  Koninklijke
     Ahold N.V. as may be issued from time to time at indeterminate prices. Such
     senior debt securities may be convertible into common shares of Koninklijke
     Ahold N.V. or American  depositary shares evidenced by American  depositary
receipts issuable upon the deposit of the common shares.              
(3)  Subject  to  note  (9)  below,  there  is  being  registered  hereunder  an
     indeterminate   principal   amount  of  subordinated   debt  securities  of
     Koninklijke  Ahold N.V. as may be issued from time to time at indeterminate
     prices.  Such  subordinated  debt securities may be convertible into common
     shares of Koninklijke Ahold N.V. or American depositary shares evidenced by
     American  depositary  receipts  issuable  upon the  deposit  of the  common
shares.                                                               
(4)  Subject  to  note  (9)  below,  there  is  being  registered  hereunder  an
     indeterminate  principal  amount of  guaranteed  senior debt  securities of
     Ahold Finance U.S.A.,  Inc. and related  guarantees  thereof of Koninklijke
     Ahold N.V. as may be issued from time to time at indeterminate prices. Such
     guaranteed  senior debt securities may be convertible into common shares of
     Koninklijke Ahold N.V. or American  depositary shares evidenced by American
depositary receipts issuable upon the deposit of the common shares.   
(5)  Subject  to  note  (9)  below,  there  is  being  registered  hereunder  an
     indeterminate  principal amount of guaranteed  subordinated debt securities
     of Ahold Finance U.S.A., Inc. and related guarantees thereof of Koninklijke
     Ahold N.V. as may be issued from time to time at indeterminate prices. Such
     guaranteed  subordinated  debt  securities may be  convertible  into common
     shares of Koninklijke Ahold N.V. or American depositary shares evidenced by
     American  depositary  receipts  issuable  upon the  deposit  of the  common
shares.                                                               
(6)  Subject  to  note  (9)  below,  there  is  being  registered  hereunder  an
     indeterminate  number of (i) warrants of Koninklijke  Ahold N.V.  entitling
     the holder to purchase  senior debt  securities  and/or  subordinated  debt
     securities  of  Koninklijke  Ahold N.V. and (ii)  warrants of Ahold Finance
     U.S.A.,  Inc.  entitling  the holder to  purchase  guaranteed  senior  debt
     securities and/or guaranteed  subordinated debt securities of Ahold Finance
U.S.A., Inc.                                                          
(7)  Subject  to  note  (9)  below,  there  is  being  registered  hereunder  an
     indeterminate  number of financing  preferred  shares of Koninklijke  Ahold
N.V. as may be issued from time to time at indeterminate prices.      
(8)  Subject  to  note  (9)  below,  there  is  being  registered  hereunder  an
     indeterminate  number of common shares of Koninklijke  Ahold N.V. as may be
     issued from time to time at indeterminate  prices,  including common shares
     issuable  upon  conversion of debt  securities  that are  convertible  into
     common shares.  A separate  Registration  Statement for the registration of
     American  depositary  shares  evidenced  by  American  depositary  receipts
     issuable upon the deposit of the common shares  registered  hereby has been
declared effective.                                                   
(9)  In no event will the aggregate offering price of all securities issued from
     time  to time  under  this  Registration  Statement  and  the  Registration
     Statement of Koninklijke Ahold N.V. and Ahold Finance U.S.A.,  Inc. on Form
     F-3  and  Form  S-3  (Nos.   333-80245  and   333-80245-01)   exceed  U.S.$
     5,000,000,000 or the equivalent thereof in one or more foreign  currencies,
foreign currency units or composite currencies.                       

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

     Pursuant  to Rule 429  under the  Securities  Act of 1933,  the  prospectus
included in this Registration  Statement also relates to the U.S.$ 1,050,000,000
maximum  aggregate  offering price of unsold  securities  previously  registered
under the  Registration  Statement of  Koninklijke  Ahold N.V. and Ahold Finance
U.S.A.,  Inc. on Form F-3 and Form S-3 (Nos.  333-80245 and 333-80245-01).  This
Registration  Statement  constitutes  Post-Effective  Amendment  No.  1 to  such
Registration Statement.                                                         

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

     The Registrants  hereby amend this  Registration  Statement on such date or
dates as may be  necessary  to delay its  effective  date until the  Registrants
shall file a further amendment which specifically  states that this Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.                                                                  

================================================================================

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PROSPECTUS                                                                      

Koninklijke Ahold N.V.
 (a Netherlands public company with limited liability)
 (Royal Ahold)

 and

Ahold Finance U.S.A., Inc.

Royal Ahold may offer the following securities for sale through this prospectus:

o    senior debt securities;                                                    
o    subordinated debt securities;                                              
o    warrants to purchase debt securities;                                      
o    financing preferred shares; and                                            
o    common shares.                                                             

Ahold Finance U.S.A.,  Inc. may offer the following  securities for sale through
this prospectus:                                                                

o    senior debt  securities of Ahold Finance U.S.A.,  Inc.  guaranteed by Royal
Ahold;                                                                
o    subordinated  debt securities of Ahold Finance U.S.A.,  Inc.  guaranteed by
Royal Ahold; and                                                      
o    warrants to purchase debt securities of Ahold Finance U.S.A., Inc.         

We will provide the  specific  terms of the  securities  that we are offering in
supplements  to  this  prospectus.  You  should  read  this  prospectus  and any
prospectus supplement carefully before you invest.                              

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or disapproved  of these  securities or determined  that
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.                                                               

The date of this prospectus is December 29, 2000

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 TABLE OF CONTENTS

                                                                          Page

About this Prospectus...................................................    3   
Where You Can Find More Information.....................................    3   
Limitations on Enforcement of U.S. Laws Against Royal Ahold, its                
Management, and Others................................................    5 
Royal Ahold.............................................................    6   
Ahold Finance U.S.A., Inc...............................................    6   
Use of Proceeds.........................................................    6   
Ratios of Earnings to Fixed Charges and Ratios of Earnings to                   
Combined Fixed Charges and Preferred Share Dividends..................    6 
Description of Debt Securities of Royal Ahold...........................    8   
Description of Guaranteed Debt Securities of Ahold Finance U.S.A.,              
Inc. and Guarantees of Royal Ahold....................................   22 
Description of Warrants to Subscribe to Debt Securities of Royal                
Ahold and Ahold Finance U.S.A., Inc...................................   39 
Description of Share Capital of Royal Ahold.............................   41   
Description of American Depositary Receipts Relating to Shares of               
Royal Ahold...........................................................   49 
Plan of Distribution....................................................   59   
Validity of Securities..................................................   60   
Experts.................................................................   60   

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 ABOUT THIS PROSPECTUS

     This prospectus is part of a registration  statement that we filed with the
Securities and Exchange Commission utilizing the "shelf"  registration  process.
Under the shelf registration  process,  we may sell the securities  described in
this prospectus in one or more offerings.                                       

     This prospectus  provides you with a general  description of the securities
we may  offer.  Each  time we sell  securities,  we will  provide  a  prospectus
supplement  that  will  contain  specific  information  about  the  terms of the
securities.  The  prospectus  supplement  may also add to or  update  or  change
information  contained in this prospectus.  You should read both this prospectus
and any prospectus supplement together with the additional information described
under the heading "Where You Can Find More Information."                        

 WHERE YOU CAN FIND MORE INFORMATION

Royal Ahold                                                                     

     Koninklijke  Ahold N.V.  ("Royal  Ahold") files annual  reports and special
reports, proxy statements and other information with the Securities and Exchange
Commission.  You may read and copy any  document  Royal Ahold files at the SEC's
public reference room at 450 Fifth Street, N.W., Washington,  D.C. 20549. Please
call the SEC at (800) SEC-0330 for further  information on the public  reference
room.                                                                           

     The SEC allows Royal Ahold to "incorporate by reference" in this prospectus
the  information  in the  documents  that Royal Ahold files with it, which means
that Royal Ahold can disclose  important  information to you by referring you to
those documents. The information incorporated by reference is considered to be a
part  of  this  prospectus.  Royal  Ahold  incorporates  by  reference  in  this
prospectus the documents listed below:                                          

o    Annual Report on Form 20-F for the fiscal year ended January 2, 2000;      

o    Report on Form 6-K dated January 13, 2000 (two reports);                   

o    Report on Form 6-K dated February 3, 2000;                                 

o    Report on Form 6-K dated February 21, 2000;                                

o    Report on Form 6-K dated April 5, 2000;                                    

o    Report on Form 6-K dated April 19, 2000 (two reports);                     

o    Report on Form 6-K dated May 5, 2000 (two reports);                        

o    Report on Form 6-K dated May 17, 2000;                                     

o    Report on Form 6-K dated May 25, 2000;                                     

o    Report on Form 6-K dated May 30, 2000;                                     

o    Report on Form 6-K dated June 8, 2000;                                     

o    Report on Form 6-K dated July 13, 2000;                                    

o    Report on Form 6-K dated July 14, 2000 (two reports);                      

o    Report on Form 6-K dated August 4, 2000 (four reports);                    

o    Report on Form 6-K dated August 22, 2000;                                  

o    Report on Form 6-K dated September 8, 2000;                                

o    Report on Form 6-K dated September 11, 2000;                               

o    Report on Form 6-K dated October 31, 2000;                                 

o    Report on Form 6-K dated November 13, 2000;                                

o    Report on Form 6-K dated November 29, 2000;                                

o    Report on Form 6-K dated December 27, 2000; and                            

o    any future  Reports on Form 6-K that  indicate they are  incorporated  into
     this registration statement and any future Annual Reports on Form 20-F that
     Royal Ahold may file with the SEC under the Securities Exchange Act of 1934
     until Royal Ahold and Ahold Finance U.S.A., Inc. ("Ahold Finance") sell all
of the securities that may be offered through this prospectus.        

     You may request a copy of these  documents at no cost to you, by writing or
telephoning us at either of the following addresses:                            

Director of Investor Relations                                        
Royal Ahold                                                           
P.O. Box 3050                                                         
1500 HB Zaandam                                                       
The Netherlands                                                       
Tel: 011 (31-75) 659-5813 (or 5828)                                   
Fax: 011 (31-75) 659-8359                                             

Corporate Secretary                                                   
Ahold Finance U.S.A., Inc.                                            
14101 Newbrook Drive                                                  
Chantilly, Virginia 20151-2224                                        
Tel: (703) 961-6000                                                   
Fax: (703) 961-6051                                                   

     Royal  Ahold will  provide  its  annual  report in English to any holder of
these securities at the holder's  request,  for so long as the securities remain
outstanding.   Royal  Ahold  will  also  provide   unaudited  interim  financial
information  to any holder upon  request.  In addition,  Royal Ahold will supply
copies  of its  summary  annual  report in  English  to the  depositary  issuing
American  depositary  shares,  and the  depositary  will  distribute the summary
annual reports to holders of American  depositary shares.  Finally,  Royal Ahold
will supply English  translations of all notices of  shareholders'  meetings and
other communications that are sent to its shareholders to the depositary issuing
American  depositary  receipts,  which will  deliver them to holders of American
depositary receipts.                                                            

     The summary annual reports  prepared in English by Royal Ahold will include
audited  consolidated  financial  statements of Royal Ahold prepared under Dutch
generally accepted accounting principles, as well as a reconciliation of certain
amounts to U.S. generally accepted accounting principles.                       

     For a discussion of the principal  differences  between Dutch GAAP and U.S.
GAAP relevant to Royal Ahold, see Note 23 to Royal Ahold's audited  consolidated
financial  statements  included in Royal Ahold's  Annual Report on Form 20-F for
the fiscal year ended  January 2, 2000,  which is  incorporated  by reference in
this prospectus.                                                                

     As used in this prospectus, "NLG" and "guilder" refer to the Dutch guilder,
"dollar" and "$" refer to the U.S. dollar and "euro" and "Euro" refer to the new
single  unified  currency that was  introduced  in connection  with the European
Economic  and  Monetary  Union in the  Netherlands  and the other  participating
member states of the European Union on January 1, 1999.  Royal Ahold has adopted
the euro as its reporting currency  effective fiscal 1999.  Effective January 1,
1999,  the official  exchange  rate of the euro has been fixed at a rate of Euro
1.00 = NLG 2.20371. Royal Ahold's financial statements for fiscal years prior to
fiscal 1999 and certain other data included in this  prospectus  were originally
stated in guilders,  but have been  translated to euros using the fixed exchange
rate of Euro 1.00 = NLG 2.20371.                                                

Ahold Finance U.S.A., Inc.                                                      

     Ahold Finance is a  consolidated  subsidiary of Royal Ahold.  Ahold Finance
does not, and will not, file separate reports with the SEC.                     

Reliance on Information                                                         

     You  should  rely only on the  information  incorporated  by  reference  or
provided  in this  prospectus  or in any  prospectus  supplement.  We  have  not
authorized  anyone to provide  you with  different  information.  You should not
assume that the information in this  prospectus or any prospectus  supplement is
accurate as of any date other than the date on the front of those documents.    

 LIMITATIONS ON ENFORCEMENT OF U.S. LAWS AGAINST
 ROYAL AHOLD, ITS MANAGEMENT, AND OTHERS

     Royal  Ahold is a  foreign  corporation,  and a  substantial  number of the
members of its  management,  as well as some of the experts  referred to in this
prospectus,  are residents of the  Netherlands  or other  countries  outside the
United  States.  In addition,  the  underwriters  that are named in a prospectus
supplement may be residents of countries outside the United States. As a result,
you should note that it may be difficult or impossible to serve legal process on
Royal Ahold, members of its management, or experts or underwriters, and to force
them to  appear in a U.S.  court.  It may also be  difficult  or  impossible  to
enforce a judgment of a U.S. court against any of these parties, or to enforce a
judgment of a foreign court  against any of these parties in the United  States.
Finally,  a  Netherlands  court may refuse to allow an original  action based on
U.S. securities laws.                                                           

     The  United  States  and the  Netherlands  do not  currently  have a treaty
providing for reciprocal  recognition and  enforcement of judgments,  other than
arbitration  awards,  in civil and  commercial  matters.  As a  result,  a civil
judgment  by  a  U.S.  court  would  not   necessarily  be  enforceable  in  the
Netherlands.                                                                    

 ROYAL AHOLD

     Royal  Ahold  is  one of  the  largest  and  internationally  diverse  food
providing  groups  world-wide.  Royal Ahold  provides food mostly through retail
outlets.  The store format Royal Ahold primarily uses is the supermarket.  To be
responsive  to local  market  conditions,  Royal  Ahold  also  operates  through
hypermarkets,  discount  stores,  specialty  stores,  cash-and-carry  stores and
convenience stores. In addition,  Royal Ahold is increasingly  complementing its
retail activities with related wholesale and food supply activities.            

     Royal Ahold is  incorporated  in the  Netherlands  as a public company with
limited  liability  with its corporate seat in Zaandam,  Municipality  Zaanstad.
Royal Ahold's operations are located primarily in the Netherlands and the United
States. It also has activities in Portugal,  Spain, the Czech Republic,  Poland,
Sweden,  Norway, several countries in Latin America and several countries in the
Asia Pacific region.                                                            

     Royal Ahold's principal executive offices are located at Albert Heijnweg 1,
1507 EH Zaandam,  the Netherlands,  and the telephone number of these offices is
011 (31-75)  659-9111.  Royal Ahold is registered with the trade register of the
Chamber of Commerce of Amsterdam, under number 35000363.                        

AHOLD FINANCE U.S.A., INC.

     Ahold Finance is an indirect wholly owned subsidiary of Royal Ahold.  Ahold
Finance was  incorporated  in Delaware in December  1998. Its sole purpose is to
provide financing services to Royal Ahold and its U.S. subsidiaries.            

     The  corporate  offices of Ahold  Finance are  located at 913 North  Market
Street,  Wilmington,  Delaware  19801-3052,  and the  telephone  number of these
offices is (302) 552-3100.                                                      

 USE OF PROCEEDS

     Unless  Royal  Ahold or  Ahold  Finance  state  otherwise  in a  prospectus
supplement,  the net proceeds from the sale of securities  offered  through this
prospectus will be used for general corporate purposes.                         

 RATIOS OF EARNINGS TO FIXED CHARGES AND
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
 AND PREFERRED SHARE DIVIDENDS

Ratios of Earnings to Fixed Charges                                             

     The following table shows the ratios of earnings to fixed charges for Royal
Ahold,  computed in accordance  with Dutch GAAP and U.S.  GAAP,  for the 40 week
period ended  October 8, 2000 ("First  Three  Quarters of 2000") and the 40 week
period ended  October 10, 1999 ("First  Three  Quarters of 1999") and for fiscal
years 1999, 1998, 1997, 1996 and 1995.                                          

First Three                   
Quarters of                   
                      2000    1999    1999    1998    1997    1996    1995
                      ----    ----    -----   -----   -----   -----   ----
Dutch GAAP.............  2.21x   2.45x   2.57x   2.51x   2.34x   2.41x   2.28x  
U.S. GAAP..............  1.96x   2.13x   2.28x   2.16x   2.11x   2.22x   2.21x  

Ratios of Earnings to Combined Fixed Charges and Preferred Share Dividends      

     The following  table shows the ratios of earnings to combined fixed charges
and preferred share dividends for Royal Ahold, computed in accordance with Dutch
GAAP and U.S.  GAAP,  for the First  Three  Quarters of 2000 and the First Three
Quarters of 1999 and for fiscal years 1999, 1998, 1997, 1996 and 1995.          

First Three                 
Quarters of                 
                        2000    1999    1999    1998    1997    1996    1995
                        -----   -----   -----   -----   ----    ----    ----

Dutch GAAP............    2.20x   2.43x   2.54x   2.48x   2.32x   2.39x   2.28x 
U.S. GAAP.............    1.95x   2.11x   2.26x   2.14x   2.09x   2.20x   2.21x 

Calculation of Ratios                                                           

     The ratios of earnings to fixed  charges and ratios of earnings to combined
fixed charges and preferred share dividends were calculated based on information
from Royal Ahold's records.                                                     

For purposes of these tables, "earnings" is calculated by adding:     

     (1)  pre-tax  income  from  continuing  operations  before  adjustment  for
          minority interests in consolidated subsidiaries or income or loss from
equity investees;                                           

(2)  fixed charges;                                                   

(3)  amortization of capitalized interest;                            

(4)  distributed income of equity investees; and                      

     (5)  Royal  Ahold's share of pre-tax  losses of equity  investees for which
  charges arising from guarantees are included in fixed charges;

and then subtracting:                                                           

(1)  capitalized interest;                                            

     (2)  preferred share dividend  requirements  of consolidated  subsidiaries;
and                                                         

     (3)  minority  interests in pre-tax  income of  subsidiaries  that have not
incurred fixed charges.                                     

"Fixed charges" is calculated by adding:                                        

(1)  interest expensed and capitalized;                               

     (2)  amortized  premiums,  discounts and  capitalized  expenses  related to
indebtedness;                                               

(3)  an estimate of the interest within rental expense; and           

  (4)  preferred share dividend requirements of consolidated subsidiaries.

     The term "equity investees" means investments that Royal Ahold accounts for
using the equity method of accounting.                                          

     The term "preferred  share  dividend" means the amount of pre-tax  earnings
that is required to pay the dividends on outstanding preferred shares.          

 DESCRIPTION OF DEBT SECURITIES OF ROYAL AHOLD

     The following is a summary of material provisions of the debt securities of
Royal Ahold that may be issued  under an indenture  between  Royal Ahold and The
Chase Manhattan Bank, as trustee,  and an indenture  between Royal Ahold and The
Bank  of New  York,  as  trustee.  This  summary  does  not  include  all of the
provisions of the  indentures.  We urge you to read the indentures  because they
define your  rights.  The terms of the debt  securities  of Royal Ahold  include
those  stated  in the  indentures  and  those  made  part of the  indentures  by
reference to the Trust Indenture Act of 1939. Royal Ahold has filed forms of the
indentures as exhibits to the registration statement of which this prospectus is
a part.  Provisions  of or terms  defined in the  indentures  referred to in the
summary below are incorporated into this summary by such reference.             

General                                                                         

     Royal  Ahold  may  offer  the  following  debt   securities   through  this
prospectus: senior debt securities and subordinated debt securities.            

     Any senior debt securities of Royal Ahold will be issued under an indenture
between Royal Ahold and The Chase Manhattan Bank, as trustee.  Any  subordinated
debt  securities of Royal Ahold will be issued under an indenture  between Royal
Ahold and The Bank of New York,  as trustee.  All  references in this summary to
debt  securities,  senior debt  securities or  subordinated  debt securities are
references  to debt  securities,  senior debt  securities or  subordinated  debt
securities of Royal Ahold.                                                      

     The total principal  amount of debt securities that can be issued under the
indentures  is  unlimited.  Except  as  otherwise  provided  in  the  prospectus
supplement relating to a particular series of debt securities, the indentures do
not limit the amount of other debt, secured or unsecured,  that may be issued by
Royal Ahold. Royal Ahold may issue the debt securities in one or more series.   

     The indentures  provide for the debt  securities to be issued in registered
form.  However,  Royal  Ahold  and the  trustees  may  enter  into  supplemental
indentures  for the purpose of providing for the issuance of debt  securities in
bearer form.                                                                    

     Please refer to the prospectus supplement relating to the particular series
of debt  securities  offered  through this  prospectus for the following  terms,
where applicable, of the debt securities:                                       

     o    the   designation,   aggregate   principal   amount   and   authorized
denominations of the debt securities;                       

     o    the percentage of principal  amount at which the debt  securities will
be issued;                                                  

     o    the currency or  currencies,  composite  currency or currency units in
          which the principal of and any interest on the debt securities will be
payable;                                                    

o    the date or dates on which the debt securities will mature;      

     o    the rate or rates at which the debt  securities will bear any interest
or the method by which such rate will be determined;        

   o    the dates on which and places at which any interest will be payable;

     o    whether the debt securities are senior debt securities or subordinated
debt securities;                                            

o    the terms of any mandatory or optional repayment or redemption;  

     o    if the debt  securities  are  convertible  into common shares of Royal
          Ahold,  the  terms  and  conditions  upon  which  conversion  will  be
          effected,  including the conversion  price, the conversion  period and
          whether conversion is mandatory, at the option of the holder or at the
option of Royal Ahold;                                      

     o    any index used to determine the amount of payments of principal or any
interest on the debt securities;                            

     o    whether  the  debt  securities  will  be  issued  as  discounted  debt
securities;                                                 

     o    whether Royal Ahold will be obligated to pay any additional amounts in
          the event that any Dutch taxes or certain other charges are imposed on
          payments on the debt securities as provided below under "--Payments of
Additional Amounts";                                        

     o    whether  Royal  Ahold may  redeem  the debt  securities  before  their
          maturity  as a result of any  amendment  or  change in Dutch  taxes as
provided below under "--Tax Redemption";                    

     o    whether  the debt  securities  may be issued  in the form of  American
          depositary debt securities  evidenced by American depositary receipts;
and                                                         

o    any other terms of the debt securities.                          

     Each of the indentures provides that debt securities of a single series may
be issued at various  times,  with  different  maturity dates and redemption and
repayment  provisions,  if any,  and may bear  interest at different  rates.  If
interest is payable on the debt securities,  the persons to which and the manner
in which it will be paid will be set forth in the prospectus supplement relating
to the debt securities.  Unless otherwise indicated in the applicable prospectus
supplement, the debt securities will not be listed on any securities exchange.  

     The senior debt securities will be unsecured,  unsubordinated  indebtedness
of Royal Ahold and will rank equally with all other unsecured and unsubordinated
indebtedness  of Royal  Ahold.  The senior  debt  securities  will rank  equally
without any  preference  among  themselves and with all other present and future
unsecured, unsubordinated obligations of Royal Ahold, except as required by law.
The subordinated  debt securities will be unsecured  indebtedness of Royal Ahold
and, as set forth below under "--Subordination of Subordinated Debt Securities,"
will be subordinated in right of payment to all senior  indebtedness (as defined
below) of Royal  Ahold.  The  subordinated  debt  securities  will rank  equally
without any  preference  among  themselves and with all other present and future
unsecured  and  equally  subordinated  obligations  of Royal  Ahold,  except  as
required by law.                                                                

     Some of the debt  securities  may be sold at a substantial  discount  below
their  stated  principal  amount.  These debt  securities  will  either  bear no
interest or will bear  interest at a rate which at the time of issuance is below
market  rates.  The U.S.  federal  income  tax  consequences  and other  special
considerations applicable to the discounted debt securities will be described in
the prospectus supplement relating to these debt securities.                    

     Unless the prospectus supplement for a particular series of debt securities
provides  that the debt  securities of that series may be redeemed at the option
of the holder,  the  indentures  and the debt  securities  would not provide for
redemption at the option of a holder nor necessarily  afford holders  protection
in the  event of a highly  leveraged  or other  transaction  that may  adversely
affect holders.                                                                 

Governing Law                                                                   

     The senior  debt  securities  and the  indenture  under  which they will be
issued are governed by the laws of the State of New York. The subordinated  debt
securities and the indenture under which they will be issued are governed by the
laws of the  State  of New  York,  except  for the  provisions  relating  to the
subordination  of the subordinated  debt  securities,  which are governed by the
laws of the Netherlands.                                                        

     There are no limitations  under the laws of the Netherlands or the Articles
of Association of Royal Ahold on the right of  non-residents  of the Netherlands
to hold the debt securities issued by Royal Ahold.                              

Global Securities                                                               

     The debt  securities  of a series  may be issued in the form of one or more
global  certificates  that will be deposited  with a depositary  identified in a
prospectus  supplement.  Unless a global certificate is exchanged in whole or in
part for debt securities in definitive form, a global  certificate may generally
be transferred only as a whole and only to the depositary or to a nominee of the
depositary or to a successor depositary or its nominee.                         

     Unless  otherwise  indicated in any prospectus  supplement,  The Depositary
Trust Company  ("DTC") will act as  depositary.  Beneficial  interests in global
certificates  will be shown on records  maintained by DTC and its  participants,
and  transfers  of global  certificates  will be  effected  only  through  these
records.                                                                        

     DTC  has   provided  us  the   following   information,   and  we  take  no
responsibility  for  its  accuracy.  DTC  is a  limited  purpose  trust  company
organized  under the New York Banking Law, a "banking  organization"  within the
meaning  of the New York  Banking  Law, a member of the  United  States  Federal
Reserve  System,  a  "clearing  corporation"  within the meaning of the New York
Uniform  Commercial Code and a "clearing agency" registered under Section 17A of
the Exchange Act. DTC holds securities that its  participants  deposit with DTC.
DTC also  facilitates  the clearance and recording of the  settlement  among its
participants  of  securities  transactions,  such as transfers  and pledges,  in
deposited securities through  computerized  records for participant's  accounts.
This  eliminates  the  need  for  physical  exchange  of  certificates.   Direct
participants  include  securities  brokers and dealers,  banks, trust companies,
clearing corporations and certain other organizations.  Other organizations such
as securities brokers and dealers, banks and trust companies that work through a
participant,  either  directly or indirectly use DTC's  book-entry  system.  The
rules that apply to DTC and its participants are on file with the SEC.          

     DTC did not observe any  significant  failures in connection  with the Year
2000 computer issue.  DTC continues to monitor its operations in connection with
this issue, but it does not believe it will experience any Year 2000 problems.  

     Pursuant to DTC's procedures,  upon the sale of debt securities represented
by a global  certificate  to  underwriters,  DTC will credit the accounts of the
participants  designated by the  underwriters  with the principal  amount of the
debt securities purchased by the underwriters. Ownership of beneficial interests
in a  global  certificate  will be  shown  on DTC's  records  (with  respect  to
participants),  by the participants  (with respect to indirect  participants and
certain beneficial owners) and by the indirect participants (with respect to all
other beneficial  owners).  The laws of some states require that certain persons
take  physical  delivery in  definitive  form of the  securities  that they own.
Consequently,   the  ability  to  transfer  beneficial  interests  in  a  global
certificate may be limited.                                                     

     Royal Ahold will wire to DTC's nominee principal and interest payments with
respect  to  global  certificates.  Royal  Ahold  and  the  trustees  under  the
indentures will treat DTC's nominee as the owner of the global  certificates for
all purposes.  Accordingly, Royal Ahold, the trustees and the paying agents will
have no direct  responsibility  or  liability  to pay  amounts due on the global
certificates to owners of beneficial interests in the global certificates.      

     It is DTC's current  practice,  upon receipt of any payment of principal or
interest,  to credit  participants'  accounts on the payment  date  according to
their beneficial interests in the global certificates as shown on DTC's records.
Payments  by  participants  to  owners of  beneficial  interests  in the  global
certificates will be governed by standing  instructions and customary  practices
between the  participants  and the owners of beneficial  interests in the global
certificates,  as is the case with  securities held for the account of customers
registered in "street name." However, payments will be the responsibility of the
participants and not of DTC, the trustees or Royal Ahold.                       

     Debt securities of any series  represented by a global  certificate will be
exchangeable  for debt  securities  in  definitive  form with the same  terms in
authorized denominations only if:                                               

     o    DTC notifies Royal Ahold that it is unwilling or unable to continue as
          depositary,  or DTC is no longer  eligible to act as  depositary,  and
          Royal Ahold does not appoint a successor depositary within 90 days; or

     o    Royal Ahold  determines not to have the debt  securities of the series
          represented by global certificates and notifies the applicable trustee
of its decision.                                            

Tax Redemption                                                                  

     If the  prospectus  supplement for a particular  series of debt  securities
provides,  Royal Ahold may redeem that series of debt  securities  before  their
maturity,  in whole but not in part,  if, at any time after the date of issuance
of that series of securities, as a result of any:                               

     o    amendment  to,  or  change  in,  the  laws of the  Netherlands  or any
political subdivision; or                                   

     o    change in the application or official  interpretation  of such laws or
regulations,                                                

where such amendment or change becomes  effective after the date of the issuance
of the series of debt securities (a "tax event"),  Royal Ahold becomes,  or will
become,  obligated  to pay  any  additional  amounts  as  provided  below  under
"--Payments of Additional Amounts" and cannot reasonably avoid such obligation. 

     Before Royal Ahold may redeem debt  securities  of a  particular  series as
provided  above,  it must  deliver to the  trustee at least 45 days prior to the
date fixed for redemption:                                                      

     o    a written  notice  stating  that the debt  securities  of a particular
          series are to be redeemed,  specifying the  redemption  date and other
pertinent information; and                                  

     o    an opinion of  independent  legal  counsel  to the effect  that,  as a
          result of the circumstances  described above,  Royal Ahold has or will
become obligated to pay any additional amounts.             

     Royal  Ahold  will give you at least 30 days',  but not more than 60 days',
notice before any redemption of a series of securities.  On the redemption date,
Royal Ahold will pay you the principal  amount of your debt  security,  plus any
accrued interest  (including any additional  amounts) to the redemption date. No
notice of  redemption  may be given  earlier  than 90 days prior to the earliest
date on which Royal Ahold would be  obligated to pay  additional  amounts were a
payment on the debt securities of the series then due.                          

Payments of Additional Amounts                                                  

     If the  prospectus  supplement for a particular  series of debt  securities
provides,  Royal  Ahold will make all  payments on the debt  securities  of that
series  without  withholding or deduction for any taxes,  or other  governmental
charges in effect on the date of issuance of the debt  securities of that series
or imposed in the future by or on behalf of the  Netherlands or any authority in
the  Netherlands.  In the event any Dutch taxes or other  charges are imposed on
payments on any debt  security of that series held by you,  Royal Ahold will pay
to you such  additional  amounts  as may be  necessary  so that the net  amounts
receivable by you after any payment,  withholding  or deduction of tax or charge
will equal the amounts of  principal,  any interest and any premium  which would
have  been  receivable  on the  debt  security  if there  were no such  payment,
withholding or deduction.  No additional amounts,  however, will be paid to you,
or to a third party on your behalf, for any such taxes or charges that have been
imposed by reason of:                                                           

     o    you being a resident of the Netherlands or having some connection with
          the  Netherlands  other than the mere holding of the debt  security or
          the receipt of  principal,  any  interest,  or any premium on the debt
security;                                                   

     o    your  presentation  of the debt security for payment more than 30 days
          after the later of (1) the due date for such  payment  or (2) the date
   Royal Ahold provides funds to make such payment to the trustee;

     o    any estate,  inheritance,  gift, sales,  transfer or personal property
tax or any similar tax or governmental charge;              

     o    any tax or other  governmental  charge  that is payable  other than by
withholding from payments on the debt security; or          

o    any combination of the foregoing events or circumstances.        

     Furthermore, no additional amounts will be paid with respect to any payment
to you if you are a fiduciary or partnership  or other than the sole  beneficial
owner of the payment if a beneficiary  or settlor with respect to such fiduciary
or a member of such partnership or beneficial owner would not have been entitled
to receive the  additional  amounts  had such  beneficiary,  settlor,  member or
beneficial  owner  been the  holder.  Any  reference  in this  summary or in the
indentures  or the debt  securities to principal or interest will be deemed also
to refer to any  additional  amounts  that may be payable as  described  in this
paragraph.                                                                      

Certain Covenants Applicable to Senior Debt Securities                          

Certain Definitions Applicable to Covenants                                     

     The term "attributable debt" means the total net amount of rent required to
be paid by Royal Ahold or a subsidiary under any lease during the remaining term
of the  lease,  discounted  from  the  due  dates  of the  rent  to the  date of
determination  at the rate of  interest  per annum  implicit in the terms of the
lease (as determined by Royal Ahold or such subsidiary) compounded semiannually.
The net amount of rent required to be paid under any lease for any period is the
amount of the rent  payable by the lessee  with  respect to such  period,  after
deducting  amounts  required to be paid for maintenance and repairs,  insurance,
taxes,  assessments,  water rates and similar charges.  In the case of any lease
which the  lessee has the right to  terminate  upon  paying a  penalty,  the net
amount of rent will also include the amount of the penalty,  but no rent will be
considered  as required to be paid under the lease  subsequent to the first date
that it may be terminated by the lessee.                                        

     The term  "consolidated  net  tangible  assets"  means the total  amount of
assets of Royal  Ahold and its  subsidiaries  after  deducting:  (1)  applicable
reserves  and other  properly  deductible  items,  (2) all  current  liabilities
(excluding (a) any liabilities that the obligor has the right to extend or renew
to a time more than 12 months after the date on which the amount of consolidated
net tangible  assets is being  computed and (b) current  maturities of long-term
indebtedness and capital lease  obligations) and (3) all goodwill,  all as shown
in  the  most  recent  consolidated   balance  sheet  of  Royal  Ahold  and  its
subsidiaries, each computed in accordance with Dutch GAAP.                      

     The term "funded  debt" means all  indebtedness  for money  borrowed with a
maturity of more than 12 months from the date the amount of funded debt is to be
determined  or having a maturity  of less than 12 months but which the  borrower
has the right to renew or extend beyond 12 months from such date.               

     The term "subsidiary"  means any entity of which Royal Ahold or one or more
other  subsidiaries  of Royal Ahold  directly or indirectly  owns or controls at
least a majority of the  outstanding  stock or other  ownership  interests  that
ordinarily  carry the power to vote in the  election of  directors,  managers or
trustees of such entity or other persons  performing  similar functions (whether
or not stock or other ownership  interests of any other class of such entity has
or might have voting power as a result of the happening of any contingency).    

Limitation on Liens                                                             

     Royal Ahold will not, and will not permit any subsidiary to, incur,  issue,
assume  or  guarantee  any   indebtedness   for  money  borrowed  or  any  other
indebtedness evidenced by notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed  (referred to in this summary as "debt") if such
debt is secured by pledge  of, or  mortgage,  deed of trust or other lien on any
part of its or any such  subsidiary's  undertakings,  assets or  revenues  (such
pledges,  mortgages,  deeds of trust and other liens  being  referred to in this
summary as  "mortgages")  without  effectively  providing  that the senior  debt
securities  of all series  issued under the  indenture  (and,  if Royal Ahold so
determines,  any other debt of Royal Ahold or such  subsidiary  then existing or
thereafter created which is not subordinated to the senior debt securities) will
be secured  equally and ratably  with (or prior to) such secured debt so long as
such secured debt shall be so secured. This restriction, however, will not apply
if the aggregate principal amount of all such secured debt which would otherwise
be prohibited, plus all attributable debt of Royal Ahold and its subsidiaries in
respect of "sale and  leaseback  transactions"  (as defined  below)  which would
otherwise be prohibited by the covenant limiting sale and leaseback transactions
described below, would not exceed the greater of (1) $ 1,750,000,000 and (2) 15%
of consolidated  net tangible  assets.  This restriction also will not apply to,
and there will be  excluded  from  secured  debt in any  computation  under this
restriction, debt secured by:                                                   

     (1)  mortgages  on  property  of any  corporation  existing  at the time it
becomes a subsidiary;                                       

     (2)  mortgages to secure  indebtedness  of any subsidiary to Royal Ahold or
to another subsidiary;                                      

     (3)  mortgages for taxes,  assessments or governmental charges (a) not then
          delinquent  or (b) the  validity of which is being  contested  in good
faith by appropriate proceedings;                           

     (4)  materialmen's,    mechanics',   carriers',   workmen's,   repairmen's,
          landlord's  or other  similar  mortgages,  or  deposits  to obtain the
release of such mortgages;                                  

     (5)  mortgages arising under an order of attachment or distraint or similar
          legal  process  so long as the  execution  or  enforcement  thereof is
          effectively  stayed and the claims secured thereby are being contested
in good faith;                                              

     (6)  mortgages  to secure  public  or  statutory  obligations  or to secure
          payment  of  workmen's   compensation  or  to  secure  performance  in
          connection with tenders, leases of real property, bids or contracts or
          to secure (or in lieu of) surety or appeal bonds and mortgages made in
the ordinary course of business for similar purposes;       

     (7)  mortgages  on  property  existing  at the time of  acquisition  of the
          property by Royal Ahold or the  subsidiary or to secure the payment of
          any part of the purchase price or construction or improvement  cost of
          the property or to secure any debt incurred before, at the time of, or
          within  one  year  after,  the  acquisition  of  the  property  or the
          completion  of any  construction  or the  commencement  of  commercial
          operation  of the  property,  whichever  is later,  for the purpose of
          financing any part of the purchase price or  construction  cost of the
property;                                                   

     (8)  mortgages to secure  guarantees  arising in connection  with the sale,
          discount,  guarantee or pledge of notes,  chattel  mortgages,  leases,
          accounts receivable,  trade acceptances and other paper arising in the
          ordinary course of business out of installment or conditional sales to
          or by, or transactions  involving title retention with,  distributors,
      dealers or other customers, or merchandise, equipment or services;

(9)  mortgages existing at the date of the senior debt indenture; and 

     (10) any extension,  renewal or replacement of any mortgage  referred to in
          the  foregoing  clauses  (1) to (9),  so  long  as (a) the  extension,
          renewal  or  replacement  mortgage  is limited to the part of the same
          property that secured the mortgage extended, renewed or replaced (plus
          improvements  on  such  property)  and  (b) the  debt  secured  by the
mortgage at the time is not increased.                      

Limitation on Sales and Leasebacks                                              

     Royal Ahold will not, and will not permit any subsidiary to, enter into any
arrangement  with any  lender or  investor  (not  including  Royal  Ahold or any
subsidiary),  or to which any such lender or investor is a party,  that provides
for Royal Ahold or any subsidiary to lease for a period,  including renewals, in
excess of three years,  any property if Royal Ahold or any such  subsidiary  has
sold or will  sell or  transfer  the  property  more  than  270 days  after  the
acquisition  of the  property  or  after  the  completion  of  construction  and
commencement  of full operation of the property to such lender or investor or to
any  person to whom  funds  have been or are to be  advanced  by such  lender or
investor on the  security of such  property  (herein  referred to as a "sale and
leaseback transaction") unless either:                                          

     (1)  Royal Ahold or such subsidiary could create debt secured by a mortgage
          on the  property  in an  amount  equal to the  attributable  debt with
          respect to the sale and  leaseback  transaction  without  equally  and
          ratably  securing the senior debt securities of all series pursuant to
     the provisions of the covenant limiting liens described above; or

     (2)  Royal  Ahold,  within  180 days after it or such  subsidiary  sells or
          transfers the property,  applies an amount equal to the greater of (a)
          the net proceeds of the sale of the property;  and (b) the fair market
          value of the  property at the time of entering  into such  arrangement
          (as  determined  by Royal  Ahold) to: (x) the  purchase  of  property,
          facilities  or  equipment  (other  than the  property,  facilities  or
          equipment  involved in the sale)  having a value at least equal to the
          net  proceeds  of the sale;  or (y) the  retirement  of funded debt of
          Royal  Ahold or any  subsidiary  (other than as a result of payment at
          maturity or  pursuant to any  mandatory  sinking  fund  payment or any
mandatory prepayment provision).                            

          The amount  required to be applied to the retirement of funded debt of
          Royal  Ahold or any  subsidiary  pursuant  to clause (y) above will be
reduced by:                                                 

          (a)  the principal  amount of any senior debt securities of any series
               (or, if the senior  debt  securities  of any series are  original
               issue  discount  securities  or provide that an amount other than
               the face amount  thereof will or may be payable upon the maturity
               thereof or a declaration of acceleration of the maturity thereof,
               such  portion of the  principal  amount or other amount as may be
               due and payable  thereon  pursuant to a declaration in accordance
               with  Section  4.1 of the  indenture)  delivered  within 180 days
               after such sale or transfer to the  trustee  for  retirement  and
cancellation; and                                 

          (b)  the  principal  amount  of  funded  debt,  other  than  the  debt
               securities of any series,  voluntarily  retired by Royal Ahold or
         any subsidiary within 180 days after such sale or transfer.

Certain Covenants Applicable to Subordinated Debt Securities                    

Certain Definitions Applicable to Covenants                                     

     The term "public debt" means any loan, debt,  guarantee or other obligation
of Royal Ahold  represented  by or securing  bonds,  notes,  debentures or other
publicly  issued debt securities  which are, or are capable of being,  traded or
listed on any stock exchange or other organized financial market.               

     The term  "private  debt"  means  loans,  debts,  guarantees  and/or  other
obligations  of Royal  Ahold in excess of 30% of the  total  consolidated  fixed
assets of Royal Ahold and its subsidiaries, that are not public debt.           

Limitation on Liens                                                             

     Neither Royal Ahold nor any of its  subsidiaries may secure any public debt
or private  debt,  then or  thereafter  existing,  by any lien,  pledge or other
charge  upon  any of its  present  or  future  assets  or  revenues.  The  above
restriction will not apply to:                                                  

(1)  any security arising solely by mandatory operation of law;       

    (2)  any security over assets existing at the time of acquisition thereof;

     (3)  any  security  included  within the assets of any company  merged with
          Royal Ahold where such  security is created  prior to the date of such
merger;                                                     

     (4)  any security over assets  pursuant to the general terms and conditions
          of a bank (for  example,  in the form  prepared  by the Dutch  Bankers
          Association (Algemene Bankvoorwaarden)), if and insofar as applicable;

     (5)  any guarantee  issued by Royal Ahold or any of its subsidiaries in the
ordinary course of its business; and                        

     (6)  any  security  upon any  "margin  stock,"  as such term is  defined in
          Regulation U of the Board of Governors of the Federal  Reserve  System
          of the United  States  (or any  successor)  as in effect  from time to
time.                                                       

     Any guarantee issued by Royal Ahold or any of its  subsidiaries  other than
in the ordinary  course of its business  will only be secured  after the trustee
for the  subordinated  debt  securities  has given its  written  consent  to the
guarantee.                                                                      

Events of Default, Waiver and Notice under the Senior Debt Securities           

     An event of default  with  respect to any series of senior debt  securities
means any of the following:                                                     

     (1)  default  in  the  payment  of  any  installment  of  interest  or  any
          additional  amounts on the senior debt  securities  of such series and
the continuance of such default for 30 days;                

     (2)  default in the  payment of the  principal  of or any premium on any of
          the  senior  debt  securities  of such  series  when due,  whether  at
maturity, upon redemption, by declaration or otherwise;     

     (3)  default in the payment of any sinking fund  installment  on the senior
debt securities of such series;                             

     (4)  Royal  Ahold  defaults  in the  performance  of any other  covenant or
          agreement  contained in the  indenture  for the benefit of such series
          and the  continuance  of such default for 90 days after Royal Ahold is
given a written notice as provided in the indenture;        

(5)  Royal Ahold or any subsidiary of Royal Ahold:                    

          (a)  defaults in the payment of the  principal  or any interest on any
               note, bond,  coupon or other instrument  evidencing  indebtedness
               for money borrowed in a total principal  amount of $50,000,000 or
               more,  other  than the senior  debt  securities  of such  series,
               issued,  assumed or  guaranteed by it, when and as the same shall
               become due and payable,  if such default shall  continue for more
               than any period of grace  originally  applicable  thereto and the
               time  for  payment  of  such  amount  has  not  been  effectively
extended, or                                      

          (b)  defaults  in the  observance  of any other  terms and  conditions
               relating  to any such  indebtedness  for money  borrowed,  if the
               effect of such  default is to cause such  indebtedness  to become
due prior to its stated maturity; or              

     (6)  certain events of bankruptcy, liquidation, insolvency or moratorium of
payments relating to Royal Ahold.                           

     The trustee must,  within 90 days after the  occurrence of a default,  give
all holders of senior debt  securities of the relevant  series then  outstanding
notice of all uncured  defaults known to it. The trustee may withhold  notice of
any default  (except in the case of a default in the payment of principal or any
premium or interest on any senior debt security of any series, or in the payment
of any sinking fund  installment  with respect to senior debt  securities of any
series) if it in good faith  determines that the withholding of the notice is in
the  interest  of the holders of  outstanding  senior  debt  securities  of such
series.                                                                         

     If an event of default with respect to senior debt securities of any series
at the time outstanding shall occur and be continuing, either the trustee or the
holders of at least 25% in aggregate principal amount (calculated as provided in
the indenture) of the senior debt securities of such series then outstanding may
declare the principal (or, in the case of original  issue  discount  senior debt
securities, the portion thereof as may be specified in the prospectus supplement
relating to such  series) of the senior debt  securities  of such series and any
interest  accrued  thereon to be due and payable  immediately.  If this happens,
subject to the  requirement  that Royal Ahold take  certain  actions to cure the
default,  the  holders  of a  majority  in  aggregate  principal  amount  of the
outstanding senior debt securities of such series may annul such declaration.   

     Prior  to the  declaration  referred  to in the  preceding  paragraph,  the
holders  of a  majority  in  aggregate  principal  amount  of  the  senior  debt
securities may waive certain defaults.                                          

     The Trust  Indenture  Act  requires  that Royal Ahold file with the trustee
annually a written  statement as to the presence or absence of certain  defaults
under the terms of the indenture.                                               

     If a default or an event of default  occurs and is continuing  with respect
to any series of senior debt securities, the holders of not less than a majority
in aggregate  principal amount  (calculated as provided in the indenture) of the
senior debt securities of such affected series then outstanding  (with each such
series voting  separately  as a class) may direct the time,  method and place of
conducting any proceeding or remedy available to the trustee,  or exercising any
trust or power  conferred on the trustee by the indenture with respect to senior
debt securities of the series.                                                  

     The trustee  will be under no  obligation  to exercise any of its rights or
powers  under the  indenture  at the  direction  of the  holders of senior  debt
securities issued thereunder unless the holders offer to the trustee  reasonable
security or indemnity against expenses and liabilities.                         

Events of Default, Waiver and Notice under the Subordinated Debt Securities     

     An event of  default  with  respect  to any  series  of  subordinated  debt
securities issued on or after November 30, 2000 means any of the following:     

     (1)  default  in  the  payment  of  any  installment  of  interest  or  any
          additional  amounts on the subordinated debt securities of such series
and the continuance of such default for 30 days;            

     (2)  default in the payment of the  principal  of any premium on any of the
          subordinated  debt  securities  of such  series  when due,  whether at
          maturity,  upon  redemption,  by  declaration  or  otherwise  and  the
continuance of such default for 14 days;                    

     (3)  default  in  the  payment  of  any  sinking  fund  installment  on the
          subordinated  debt  securities of such series and the  continuance  of
such default for 14 days;                                   

     (4)  Royal  Ahold  defaults  in the  performance  of any other  covenant or
          agreement  contained in the  indenture  for the benefit of such series
          and, if such default is capable of being remedied,  the continuance of
          such default for 90 days after Royal Ahold is given written  notice as
provided in the indenture;                                  

     (5)  (a)  Royal Ahold or any of its major  subsidiaries  (as defined below)
               defaults  in the payment of the  principal  of or interest on any
               other obligation in respect of borrowed moneys (as defined below)
               of,  assumed  or  guaranteed  by Royal  Ahold or any of its major
               subsidiaries  when and as the same shall  become due and payable,
               if such default  continues for more than any applicable period of
               grace, and the time for payment of such principal or interest has
not been effectively extended; or                 

          (b)  any  obligation  in respect  of  borrowed  moneys of,  assumed or
               guaranteed by Royal Ahold or any of its major  subsidiaries shall
               have become  repayable before the due date thereof as a result of
               acceleration of maturity by reason of the occurrence of any event
of default thereunder.                            

          However,  if such  obligation in respect of borrowed moneys is held by
          any holder of subordinated debt securities (or any affiliate  thereof)
          and was  declared to be due and  payable,  or became  capable of being
          declared  due and  payable  prior to its  stated  date of  payment  in
          circumstances which would not have occurred but for a default by Royal
          Ahold  or any of its  subsidiaries  in  complying  with a  restriction
          contained in the documentation governing such obligation in respect of
          borrowed  moneys on the ability of Royal Ahold or such  subsidiary  to
          sell,  pledge or otherwise  dispose of margin stock, then neither such
          declaration  (or any failure to pay based on any such  declaration) or
          such  becoming  capable  of  being  declared  due  and  payable  shall
constitute an event of default; or                          

     (6)  certain events of bankruptcy, liquidation, insolvency or moratorium of
payments relating to Royal Ahold.                           

     The term "major subsidiaries" means any entity that Royal Ahold directly or
indirectly  controls and that has total assets in excess of 10% of Royal Ahold's
consolidated assets.                                                            

     The term "borrowed  moneys" means any  indebtedness for borrowed money with
an original  maturity of 12 months or more,  the aggregate  principal  amount of
which is  greater  than  $100,000,000  or the  equivalent  thereof  in any other
currency or currencies.                                                         

     The trustee must,  within 90 days after the  occurrence of a default,  give
all  holders  of  subordinated  debt  securities  of the  relevant  series  then
outstanding notice of all uncured defaults known to it. The trustee may withhold
notice  of any  default  (except  in the case of a  default  in the  payment  of
principal and any premium or any interest on any  subordinated  debt security of
any series,  or in the payment of any sinking fund  installment  with respect to
subordinated  debt securities of any series) if it in good faith determines that
the  withholding  of the notice is in the interest of the holders of outstanding
subordinated debt securities of the series.                                     

     If an event of default with respect to subordinated  debt securities of any
series  issued  thereunder  at the time  outstanding  occurs and is  continuing,
either the trustee or the holders of at least 25% in aggregate  principal amount
(calculated as provided in the indenture) of the subordinated debt securities of
such series then  outstanding  may  declare  the  principal  (or, in the case of
original issue discount debt securities, the portion thereof as may be specified
in the prospectus  supplement  relating to such series) of the subordinated debt
securities of such series and any interest accrued thereon to be due and payable
immediately.  If this happens,  subject to the requirement that Royal Ahold take
certain  action to cure the  default,  the  holders  of at least a  majority  in
aggregate  principal amount of the  subordinated  debt securities of such series
then outstanding may annul such declaration.                                    

     Prior  to the  declaration  referred  to in the  preceding  paragraph,  the
holders of a majority in aggregate  principal  amount of the  subordinated  debt
securities may waive certain defaults.                                          

     The Trust  Indenture  Act  requires  that Royal Ahold file with the trustee
annually a written  statement as to the presence or absence of certain  defaults
under the terms of the indenture.                                               

     If a default or an event of default  occurs and is continuing  with respect
to any  series  of  subordinated  debt  securities,  the  holders  of at least a
majority in aggregate principal amount (calculated as provided in the indenture)
of the  subordinated  debt  securities of the affected  series then  outstanding
(with each such series voting separately as a class) may direct the time, method
and place of conducting  any proceeding or remedy  available to the trustee,  or
exercising  any trust or power  conferred on the trustee by the  indenture  with
respect to subordinated debt securities of the series.                          

     The trustee  will be under no  obligation  to exercise any of its rights or
powers under the indenture at the direction of the holders of subordinated  debt
securities issued thereunder unless the holders offer to the trustee  reasonable
security or indemnity against expenses and liabilities.                         

Subordination of Subordinated Debt Securities                                   

The  indebtedness  represented  by the  subordinated  debt  securities  will  be
unsecured and  subordinated  in right of payment to the prior payment in full of
all senior indebtedness of Royal Ahold.                                         

The term  "senior  indebtedness"  means the  principal  of and any  premium  and
interest  on any  indebtedness  of Royal  Ahold  outstanding  on the date of the
relevant indenture or to be issued by Royal Ahold after the date of the relevant
indenture  unless by the terms of the  instrument  creating or  evidencing  such
indebtedness  it is not  senior in right of  payment  to the  subordinated  debt
securities. However, "senior indebtedness" shall not include:                   

     (1)  Royal Ahold's  outstanding 5.875% Subordinated Bonds 1997 due December
19, 2005;                                                   

     (2)  Royal Ahold's  outstanding  6-3/4%  Subordinated  Bonds due August 24,
2003;                                                       

     (3)  Royal  Ahold's  outstanding  3%  Convertible  Subordinated  Notes  due
September 30, 2003;                                         

     (4)  Royal Ahold's  outstanding 4% Convertible  Subordinated  Notes due May
19, 2005; and                                               

     (5)  any  subordinated  loans of Royal Ahold  issued  after the date of the
subordinated debt indenture.                                

     The term  "indebtedness"  means all indebtedness for money that is created,
assumed,  incurred or guaranteed in any manner by Royal Ahold or for which Royal
Ahold is otherwise responsible or liable.                                       

     In the event that Royal Ahold pays or distributes  assets of Royal Ahold of
any kind or character,  whether in cash,  property or  securities,  to creditors
upon any dissolution and liquidation (ontbinding en vereffening) of Royal Ahold,
whether   voluntary   or   involuntary,   or  in  any   bankruptcy   proceedings
(faillissement),  moratorium  of payments  (surseance  van betaling) or in other
similar proceedings affecting Royal Ahold, then Royal Ahold will pay in full all
amounts due or to become due upon all senior  indebtedness  or will  provide for
the  payment  thereof  to  the   satisfaction  of  the  holders  of  the  senior
indebtedness,  before it makes any  payment  or  distribution  on account of the
redemption  price or principal of, any premium,  any  additional  amounts or any
interest on the subordinated debt securities.                                   

     As a  result  of  this  subordination,  in the  event  of the  dissolution,
liquidation  (ontbinding en vereffening) or bankruptcy  (faillissement) of Royal
Ahold or moratorium of payments  (surseance  van betaling) by Royal Ahold or any
similar event,  creditors of Royal Ahold who are holders of senior  indebtedness
may recover more, ratably, than the holders of the subordinated debt securities.

Defeasance                                                                      

Defeasance and Discharge                                                        

     Each of the indentures provides that Royal Ahold may be discharged from any
obligations in respect of the debt  securities of any series (except for certain
obligations  to register  the  transfer or exchange of debt  securities  of such
series, to replace stolen,  lost or mutilated debt securities of such series, to
maintain paying  agencies and to hold monies for payment in trust).  Royal Ahold
will be so discharged upon the deposit with the applicable trustee, in trust, of
money  and/or  U.S.  government   obligations  (as  defined  in  the  applicable
indenture)  which  through  the  payment of interest  and  principal  in respect
thereof  in  accordance  with  their  terms  will  provide  money  in an  amount
sufficient to pay the principal of and each  installment of interest on the debt
securities of such series on the stated  maturity of such payments in accordance
with the terms of such  indenture and the debt  securities of such series.  This
trust may only be  established  if, among other things,  Royal Ahold delivers to
the trustee an opinion of counsel  (who may be counsel to Royal  Ahold)  stating
that either (1) Royal Ahold has received  from, or there has been  published by,
the  U.S.  Internal  Revenue  Service  a  ruling  or (2)  since  the date of the
applicable  indenture  there has been a change in the  applicable  U.S.  federal
income tax law, in either case to the effect that holders of the debt securities
of such series will not recognize  income,  gain or loss for U.S. federal income
tax purposes as a result of such defeasance and will be subject to U.S.  federal
income tax on the same  amount  and in the same  manner and at the same times as
would have been the case if such defeasance had not occurred.                   

Defeasance of Certain Covenants and Certain Events of Default                   

     Each of the  indentures  provides  that Royal Ahold may omit to comply with
(1) the covenants regarding  limitations on sale and leaseback  transactions and
limitations on liens described above and (2) the other covenants  referred to in
Section  4.1(d) of such  indenture  (described  in clause (4) under the captions
"--Events of Default,  Waiver and Notice under the Senior Debt  Securities"  and
"--Events of Default,  Waiver and Notice under the Subordinated Debt Securities"
above). Any omission to comply with those covenants will not constitute an event
of  default  under an  indenture  and the  debt  securities  of a series  issued
thereunder if certain conditions are met and Royal Ahold, among other things:   

     o    deposits  with the  applicable  trustee,  in trust,  money and/or U.S.
          government  obligations  which  through the  payment of  interest  and
          principal  in respect  thereof  in  accordance  with their  terms will
          provide money in an amount sufficient to pay the principal of and each
          installment  of interest on the debt  securities of such series on the
          stated  maturity of such payments in accordance with the terms of such
indenture and the debt securities of such series; and       

     o    delivers to the trustee an opinion of counsel stating that the holders
          of the debt securities of such series will not recognize income,  gain
          or loss for U.S.  federal  income  tax  purposes  as a result  of such
          defeasance  of certain  covenants  and  events of default  and will be
          subject to U.S. federal income tax on the same amounts and in the same
          manner  and at the  same  times as  would  have  been the case if such
deposit and defeasance had not occurred.                    

     Notwithstanding compliance with the foregoing requirements, the obligations
of Royal  Ahold under such  indenture  and the parent  debt  securities  of such
series,  other than with  respect to the  covenants  referred to above,  and the
events of default, other than the events of default relating to these covenants,
will remain in full force and effect.                                           

     In the event  Royal  Ahold  exercises  its option to omit  compliance  with
certain  covenants of one of the indentures  with respect to the debt securities
of a series issued  thereunder  as described in the preceding  paragraph and the
debt  securities  of such series are  declared  due and  payable  because of the
occurrence of any event of default  other than an event of default  described in
clause (4) under the captions "--Events of Default,  Waiver and Notice under the
Senior Debt  Securities"  or "--Events  of Default,  Waiver and Notice under the
Subordinated Debt Securities" above, as the case may be, the amount of money and
U.S.  government  obligations  on deposit with the trustee will be sufficient to
pay  amounts  due on the debt  securities  of such  series  at the time of their
stated  maturity  but may  not be  sufficient  to pay  amounts  due on the  debt
securities of such series at the time of the  acceleration  resulting  from such
event of default.                                                               

Modification of the Indentures                                                  

     Each indenture contains  provisions  permitting Royal Ahold and the trustee
thereunder,  with the  consent of the  holders  of at least a majority  in total
principal  amount  (calculated as provided in the indentures) of the outstanding
debt securities of all series issued  thereunder  affected by such  modification
(all such series  voting as a single  class),  to modify such  indenture  or any
supplemental  indenture  or the  rights of the  holders  of the debt  securities
issued  thereunder.  However,  Royal Ahold and the trustee  cannot,  without the
consent of the holder of each debt security so affected:                        

(1)  extend the fixed maturity of the debt security;                  

     (2)  reduce the principal or premium  amount  thereof or reduce the rate or
          extend  the time of any  payment  of  interest  thereon  or reduce any
additional amount payable thereon;                          

     (3)  make the principal  amount thereof or any interest or premium  thereon
          payable in any coin or currency  other than that provided in such debt
security;                                                   

     (4)  reduce  the  portion  of the  principal  amount of an  original  issue
          discount  debt  security (or a debt  security  that  provides  that an
          amount other than the face amount  thereof will or may be payable upon
          a declaration of acceleration of the maturity thereof) due and payable
          upon  acceleration  of the  maturity  thereof  or the  portion  of the
          principal amount thereof provable in any action or proceeding pursuant
to Section 4.2 of such indenture;                           

(5)  reduce any amount payable upon redemption of such debt security; 

(6)  reduce the overdue rate thereof;                                 

     (7)  impair,  if  such  debt  security  provides  therefor,  any  right  of
repayment at the option of the holder of such debt security;

     (8)  alter  adversely or  eliminate  any right of  conversion  of such debt
security; or                                                

     (9)  reduce  the  percentage  of the debt  securities  the  consent  of the
holders of which is required for any such modification.     

     The indenture  relating to subordinated  debt securities also provides that
Royal  Ahold and the  applicable  trustee  cannot  enter  into any  supplemental
indenture  if it would  modify  the terms  providing  for  subordination  of the
subordinated debt securities.                                                   

     Each of the  indentures  also permits  Royal Ahold and the trustee to amend
such  indenture in certain  circumstances  without the consent of the holders of
any debt securities  issued  thereunder to evidence the merger of Royal Ahold or
the replacement of the trustee and for certain other purposes.                  

Consolidation, Merger or Disposition of Assets of Royal Ahold                   

     Each of the indentures  provides that Royal Ahold may  consolidate or merge
with any other entity or sell,  convey or lease all or substantially  all of its
property if, upon any such consolidation or merger:                             

     (1)  the entity (if other than Royal Ahold) formed by such consolidation or
          merger expressly assumes,  by supplemental  indenture  satisfactory in
          form  to the  trustee  under  the  applicable  indenture,  the due and
          punctual  payment  of  principal  of and  any  interest  on  the  debt
          securities issued pursuant to such indenture, and the due and punctual
          observance of all of the covenants and conditions of such indenture to
be performed by Royal Ahold; and                            

     (2)  Royal Ahold and any successor entity resulting from such consolidation
          or merger,  immediately  after such  consolidation or merger, or sale,
          conveyance  or lease,  is not in  default  in the  performance  of any
covenant or condition of such indenture.                    

Concerning the Trustees                                                         

     Except during the continuance of an event of default,  each of the trustees
will perform only those duties that are  specifically  set forth in the relevant
indenture.  During the  continuance  of any event of default under an indenture,
the trustee  thereunder will exercise its rights and powers under the indenture,
and use the same  degree of care and skill in their  exercise,  as a prudent man
would exercise or use his rights under the  circumstances  in the conduct of his
own affairs.                                                                    

     Each of the trustees may acquire and hold debt securities  and,  subject to
certain conditions,  otherwise deal with Royal Ahold as if it were not a trustee
under an indenture.                                                             

     Royal  Ahold and  certain of its  subsidiaries  currently  conduct  banking
transactions  with the trustees in the ordinary course of Royal Ahold's and such
subsidiaries' business.                                                         

 DESCRIPTION OF GUARANTEED DEBT SECURITIES OF AHOLD FINANCE U.S.A., INC.
 AND GUARANTEES OF ROYAL AHOLD

     The following is a summary of material provisions of the debt securities of
Ahold  Finance that will be issued under an indenture  among Ahold  Finance,  as
issuer, Royal Ahold, as guarantor, and The Chase Manhattan Bank, as trustee, and
an indenture among Ahold Finance, as issuer, Royal Ahold, as guarantor,  and The
Bank  of New  York,  as  trustee.  This  summary  does  not  include  all of the
provisions of the  indentures.  We urge you to read the indentures  because they
define your rights.  The terms of the debt  securities of Ahold Finance  include
those  stated  in the  indentures  and  those  made  part of the  indentures  by
reference to the Trust Indenture Act of 1939. Royal Ahold and Ahold Finance have
filed forms of the indentures as exhibits to the registration statement of which
this  prospectus is a part.  Provisions  of or terms  defined in the  indentures
referred  to in the summary  below are  incorporated  into this  summary by such
reference.                                                                      

General                                                                         

     Ahold  Finance  may  offer  the  following  debt  securities  through  this
prospectus:                                                                     

     o    senior debt  securities  guaranteed  by Royal  Ahold (the  "guaranteed
senior debt securities "); and                              

     o    subordinated   debt   securities   guaranteed   by  Royal  Ahold  (the
"guaranteed subordinated debt securities ").                

     Any guaranteed senior debt securities of Ahold Finance will be issued under
an indenture  among Ahold Finance,  Royal Ahold and The Chase Manhattan Bank, as
trustee.  Any guaranteed  subordinated  debt securities of Ahold Finance will be
issued under an indenture  among Ahold Finance,  Royal Ahold and The Bank of New
York, as trustee.  All references in this summary to guaranteed  debt securities
are  references  to  the  guaranteed   senior  debt  securities  and  guaranteed
subordinated debt securities of Ahold Finance.                                  

     The total principal amount of guaranteed debt securities that can be issued
under  the  indentures  is  unlimited.  Except  as  otherwise  provided  in  the
prospectus  supplement  relating  to a  particular  series  of  guaranteed  debt
securities,  the  indentures  do not limit the amount of other debt,  secured or
unsecured,  that may be issued by Ahold  Finance.  Ahold  Finance  may issue the
guaranteed debt securities in one or more series.                               

     The indentures  provide for the guaranteed  debt securities to be issued in
registered form. However,  Ahold Finance, Royal Ahold and the trustees may enter
into  supplemental  indentures  for the purpose of providing for the issuance of
guaranteed debt securities in bearer form.                                      

     Please refer to the prospectus supplement relating to the particular series
of guaranteed debt securities  offered through this prospectus for the following
terms, where applicable, of the guaranteed debt securities:                     

     o    the   designation,   aggregate   principal   amount   and   authorized
denominations of the guaranteed debt securities;            

     o    the  percentage  of  principal  amount  at which the  guaranteed  debt
securities will be issued;                                  

     o    the currency or  currencies,  composite  currency or currency units in
          which  the  principal  of and  any  interest  on the  guaranteed  debt
securities will be payable;                                 

     o    the date or dates on which the guaranteed debt securities will mature;

     o    the rate or rates at which the guaranteed  debt  securities  will bear
     any interest or the method by which such rate will be determined;

   o    the dates on which and places at which any interest will be payable;

     o    whether the guaranteed  debt  securities  are  guaranteed  senior debt
securities or guaranteed subordinated debt securities;      

o    the terms of any mandatory or optional repayment or redemption;  

     o    if the guaranteed debt  securities are convertible  into common shares
          of Royal Ahold, the terms and conditions upon which conversion will be
          effected,  including the conversion  price, the conversion  period and
          whether conversion is mandatory, at the option of the holder or at the
option of Ahold Finance;                                    

     o    any index used to determine the amount of payments of principal or any
interest on the guaranteed debt securities;                 

     o    whether the guaranteed  debt  securities  will be issued as discounted
guaranteed debt securities;                                 

     o    whether Royal Ahold will be obligated to pay any additional amounts in
          the event that any Dutch taxes or certain other charges are imposed on
          payments  under the  guarantee by Royal Ahold of the  guaranteed  debt
          securities as provided below under "--Payments of Additional Amounts";

     o    whether Ahold Finance may redeem the guaranteed debt securities before
          their  maturity as a result of any  amendment or change in Dutch taxes
as provided below under "--Tax Redemption"; and             

o    any other terms of the guaranteed debt securities.               

     Each of the indentures provides that guaranteed debt securities of a single
series  may be  issued at  various  times,  with  different  maturity  dates and
redemption and repayment provisions,  if any, and may bear interest at different
rates. If interest is payable on the guaranteed debt securities,  the persons to
which  and  the  manner  in  which  it will be  paid  will be set  forth  in the
prospectus  supplement  relating  to  the  guaranteed  debt  securities.  Unless
otherwise indicated in the applicable prospectus supplement, the guaranteed debt
securities will not be listed on any securities exchange.                       

     The guaranteed  senior debt  securities  will be unsecured,  unsubordinated
indebtedness of Ahold Finance and will rank equally with all other unsecured and
unsubordinated  indebtedness  of  Ahold  Finance.  The  guaranteed  senior  debt
securities  will rank equally without any preference  among  themselves and with
all other  present and future  unsecured,  unsubordinated  obligations  of Ahold
Finance,  except as required by law. The guaranteed subordinated debt securities
will be unsecured  indebtedness  of Ahold  Finance and, as set forth below under
"--Subordination   of  Guaranteed   Subordinated  Debt  Securities  and  Related
Guarantees," will be subordinated in right of payment to all senior indebtedness
(as defined below) of Ahold Finance. The guaranteed subordinated debt securities
will rank equally  without any  preference  among  themselves and with all other
present and future  unsecured  and  equally  subordinated  obligations  of Ahold
Finance, except as required by law.                                             

     The guarantee of the guaranteed  senior debt  securities will constitute an
unsecured,  unsubordinated  obligation of Royal Ahold and will rank equally with
all other unsecured and unsubordinated obligations of Royal Ahold. The guarantee
of the guaranteed  subordinated  debt  securities  will  constitute an unsecured
obligation  of Royal Ahold and, as set forth  below  under  "--Subordination  of
Guaranteed  Subordinated  Debt  Securities  and  Related  Guarantees,"  will  be
subordinated in right of payment to all senior indebtedness of Royal Ahold.     

     Some  of the  guaranteed  debt  securities  may be  sold  at a  substantial
discount below their stated principal amount.  These debt securities will either
bear no interest  or will bear  interest at a rate which at the time of issuance
is below market rates.  U.S.  federal income tax  consequences and other special
considerations  applicable to the discounted  guaranteed debt securities will be
described  in the  prospectus  supplement  relating  to  these  guaranteed  debt
securities.                                                                     

     Unless the prospectus supplement for a particular series of guaranteed debt
securities  provides that the debt  securities of that series may be redeemed at
the option of the holder,  the  indentures and the  guaranteed  debt  securities
would not  provide  for  redemption  at the option of a holder  nor  necessarily
afford  holders  protection  in  the  event  of  a  highly  leveraged  or  other
transaction that may adversely affect holders.                                  

Governing Law                                                                   

     The guaranteed senior debt securities,  the guarantees relating thereto and
the  indenture  under which they will be issued are  governed by the laws of the
State of New York. The guaranteed  subordinated debt securities,  the guarantees
relating  thereto and the indenture under which they will be issued are governed
by the laws of the State of New York, except for the provisions  relating to the
subordination of the guarantees of the guaranteed  subordinated debt securities,
which are governed by the laws of the Netherlands.  The laws of the State of New
York would not require the trustee to pursue or exhaust its legal and  equitable
remedies  against  Ahold  Finance  prior to  exercising  its  rights  under  the
guarantee relating to the guaranteed debt securities.  We cannot assure you that
a Dutch  court  would give effect to this  provision.  However,  Royal Ahold has
waived  any right to  require a  proceeding  against  Ahold  Finance  before its
obligations under the guarantees shall become effective.                        

Guarantees of Royal Ahold                                                       

     Royal Ahold will  unconditionally  guarantee on an unsubordinated basis (1)
the due and punctual  payment of the  principal of, any premium and any interest
on the guaranteed senior debt securities,  when and as these payments become due
and  payable,   whether  at  maturity,   upon   redemption  or   declaration  of
acceleration, or otherwise, and (2) the conversion of the guaranteed senior debt
securities that are  convertible  into shares of Royal Ahold, in accordance with
the terms of the indenture  relating to such  securities.  The guarantees of the
guaranteed  senior debt  securities  will rank equally in rights of payment with
all other unsecured and unsubordinated indebtedness of Royal Ahold.             

     Royal Ahold will unconditionally  guarantee on a subordinated basis (1) the
due and punctual  payment of the  principal  of, any premium and any interest on
the guaranteed  subordinated debt securities,  when and as these payments become
due and  payable,  whether  at  maturity,  upon  redemption  or  declaration  of
acceleration,  or otherwise,  and (2) the conversion of guaranteed  subordinated
debt securities  that are convertible  into shares of Royal Ahold, in accordance
with the terms of the indenture  relating to such securities.  The guarantees of
the guaranteed  subordinated  debt  securities will be subordinated as described
below under  "--Subordination  of Guaranteed  Subordinated  Debt  Securities and
Related Guarantees."                                                            

     Royal Ahold has (1) agreed that its obligations under the guarantees of the
guaranteed  debt  securities  will be as  principal  obligor  and not  merely as
surety, and will be enforceable irrespective of any invalidity,  irregularity or
unenforceability  of the  guaranteed  debt  securities  or the indenture and (2)
waived  any right to  require a  proceeding  against  Ahold  Finance  before its
obligations under the guarantees shall become effective.                        

     Royal  Ahold  may,  subject to certain  conditions,  assume  payment of the
principal of, any premium and any interest on the guaranteed debt securities and
the  performance of Ahold Finance under every covenant of the indentures and the
guaranteed debt securities  without the consent of the holders of the guaranteed
debt securities.                                                                

Global Securities                                                               

     The guaranteed debt securities of a series may be issued in the form of one
or more global certificates that will be deposited with a depositary  identified
in a prospectus supplement. Unless a global certificate is exchanged in whole or
in part for debt  securities  in  definitive  form,  a  global  certificate  may
generally  be  transferred  only as a whole and only to the  depositary  or to a
nominee of the depositary or to a successor depositary or its nominee.          

     Unless otherwise  indicated in any prospectus  supplement,  DTC will act as
depositary. Beneficial interests in global certificates will be shown on records
maintained by DTC and its  participants,  and  transfers of global  certificates
will be effected only through these records.                                    

     DTC  has   provided  us  the   following   information,   and  we  take  no
responsibility  for  its  accuracy.  DTC  is a  limited  purpose  trust  company
organized  under the New York Banking Law, a "banking  organization"  within the
meaning  of the New York  Banking  Law, a member of the  United  States  Federal
Reserve  System,  a  "clearing  corporation"  within the meaning of the New York
Uniform  Commercial  Code and a  "clearing  agency"  registered  pursuant to the
provisions  of Section 17A of the Exchange  Act. DTC holds  securities  that its
participants  deposit with DTC. DTC also facilitates the clearance and recording
of the settlement  among its  participants of securities  transactions,  such as
transfers and pledges, in deposited  securities through computerized records for
participants'  accounts.  This  eliminates  the need for  physical  exchange  of
certificates. Direct participants include securities brokers and dealers, banks,
trust companies,  clearing  corporations and certain other organizations.  Other
organizations such as securities brokers and dealers,  banks and trust companies
that work  through a  participant,  either  directly  or  indirectly,  use DTC's
book-entry  system. The rules that apply to DTC and its participants are on file
with the SEC.                                                                   

     Pursuant to DTC's  procedures,  upon the sale of guaranteed debt securities
represented  by a  global  certificate  to  underwriters,  DTC will  credit  the
accounts of the participants  designated by the underwriters  with the principal
amount  of  the  guaranteed  debt  securities  purchased  by  the  underwriters.
Ownership of beneficial interests in a global certificate will be shown on DTC's
records (with respect to  participants),  by the  participants  (with respect to
indirect  participants  and  certain  beneficial  owners)  and by  the  indirect
participants  (with respect to all other  beneficial  owners).  The laws of some
states require that certain persons take physical delivery in definitive form of
the securities that they own.  Consequently,  the ability to transfer beneficial
interests in a global certificate may be limited.                               

     Ahold  Finance will wire to DTC's nominee  principal and interest  payments
with respect to global  certificates.  Ahold Finance and the trustees  under the
indentures will treat DTC's nominee as the owner of the global  certificates for
all purposes.  Accordingly,  Ahold  Finance,  the trustees and the paying agents
will have no direct responsibility or liability to pay amounts due on the global
certificates to owners of beneficial interests in the global certificates.      

     It is DTC's current  practice,  upon receipt of any payment of principal or
interest,  to credit  participants'  accounts on the payment  date  according to
their beneficial interests in the global certificates as shown on DTC's records.
Payments  by  participants  to  owners of  beneficial  interests  in the  global
certificates will be governed by standing  instructions and customary  practices
between the  participants  and the owners of beneficial  interests in the global
certificates,  as is the case with  securities held for the account of customers
registered in "street name." However, payments will be the responsibility of the
participants and not of DTC, the trustees, Ahold Finance or Royal Ahold.        

     Guaranteed  debt   securities  of  any  series   represented  by  a  global
certificate  will be  exchangeable  for guaranteed debt securities in definitive
form with the same terms in authorized denominations only if:                   

     o    DTC notifies  Ahold Finance that it is unwilling or unable to continue
          as depositary, or DTC is no longer eligible to act as depositary,  and
          Ahold Finance does not appoint a successor  depositary within 90 days;
or                                                          

     o    Ahold Finance determines not to have the guaranteed debt securities of
          the  series  represented  by  global  certificates  and  notifies  the
applicable trustee of its decision.                         

Tax Redemption                                                                  

     If the  prospectus  supplement for a particular  series of guaranteed  debt
securities  provides,  Ahold Finance may redeem that series of  guaranteed  debt
securities  before  their  maturity,  in whole but not in part,  if, at any time
after the date of issuance of that series of guaranteed  debt  securities,  as a
result of any:                                                                  

     o    amendment  to,  or  change  in,  the  laws of the  Netherlands  or any
political subdivision, or                                   

     o    change in the application or official  interpretation  of such laws or
regulations,                                                

where such amendment or change becomes  effective after the date of the issuance
of the  series of  guaranteed  debt  securities  (a "tax  event"),  Royal  Ahold
becomes,  or will become,  obligated to pay any  additional  amounts as provided
below under "--Payments of Additional  Amounts" and Royal Ahold or Ahold Finance
cannot reasonably avoid such obligation.                                        

     Before Ahold Finance may redeem  guaranteed debt securities of a particular
series as provided  above,  Ahold  Finance  and Royal Ahold must  deliver to the
trustee at least 45 days prior to the date fixed for redemption:                

     o    a written  notice  stating that the  guaranteed  debt  securities of a
          particular  series are to be redeemed,  specifying the redemption date
and other pertinent information; and                        

     o    an opinion of  independent  legal  counsel  to the effect  that,  as a
          result of the circumstances  described above,  Royal Ahold has or will
become obligated to pay any additional amounts.             

     Ahold Finance will give you at least 30 days',  but not more than 60 days',
notice before any redemption of a series of guaranteed debt  securities.  On the
redemption  date,  Ahold  Finance  will  pay you the  principal  amount  of your
guaranteed debt security,  plus any accrued  interest  (including any additional
amounts) to the  redemption  date. No notice of redemption  may be given earlier
than 90 days prior to the earliest  date on which Royal Ahold would be obligated
to pay additional  amounts were a payment on the guaranteed  debt  securities of
the series then due.                                                            

Payments of Additional Amounts                                                  

     If the  prospectus  supplement for a particular  series of guaranteed  debt
securities  provides,  Royal  Ahold  will  make  all  payments  pursuant  to the
guarantee of Royal Ahold  relating to the  guaranteed  debt  securities  of that
series  without  withholding  or deduction  for any taxes or other  governmental
charges in effect on the date of issuance of the guaranteed  debt  securities of
such series or imposed in the future by or on behalf of the  Netherlands  or any
authority in the Netherlands.  In the event any Dutch taxes or other charges are
imposed on payments  pursuant to this guarantee  relating to the guaranteed debt
securities  of that  series  held by  you,  Royal  Ahold  will  pay to you  such
additional amounts as may be necessary so that the net amounts receivable by you
after any  payment,  withholding  or  deduction  of tax or charge will equal the
amounts  of  principal,  any  interest  and any  premium  which  would have been
receivable  on the  guaranteed  debt  securities  if there were no such payment,
withholding or deduction.  No additional amounts,  however, will be paid to you,
or to a third party on your behalf, for any such taxes or charges that have been
imposed by reason of:                                                           

     o    you being a resident of the Netherlands or having some connection with
          the  Netherlands  other than the mere holding of the  guaranteed  debt
          security or the receipt of  principal,  any interest or any premium on
the guaranteed debt security;                               

     o    your  presentation  of the  guaranteed  debt security for payment more
          than 30 days  after the later of (1) the due date for such  payment or
          (2) the date Royal Ahold  provides  funds to make such  payment to the
trustee;                                                    

     o    any estate,  inheritance,  gift, sales,  transfer or personal property
tax or any similar tax or governmental charge;              

     o    any tax or other  governmental  charge  that is payable  other than by
 withholding from payments on the guaranteed debt security; or

o    any combination of the foregoing events or circumstances.        

     Furthermore, no additional amounts will be paid with respect to any payment
made  pursuant to the  guarantee of Royal Ahold  relating to a  guaranteed  debt
security to you if you are a  fiduciary  or  partnership  or other than the sole
beneficial owner of the payment if a beneficiary or settlor with respect to such
fiduciary or a member of such  partnership  or  beneficial  owner would not have
been entitled to receive the additional  amounts had such beneficiary,  settlor,
member or  beneficial  owner been the  holder.  Any  reference  herein or in the
indentures or the  guaranteed  debt  securities to principal or interest will be
deemed also to refer to any additional  amounts that may be payable as described
in this paragraph.                                                              

Certain Covenants Applicable to Guaranteed Senior Debt Securities               

Certain Definitions Applicable to Covenants                                     

     The term "attributable debt" means the total net amount of rent required to
be paid by Royal Ahold or a subsidiary under any lease during the remaining term
of the  lease,  discounted  from  the  due  dates  of the  rent  to the  date of
determination  at the rate of  interest  per annum  implicit in the terms of the
lease (as determined by Royal Ahold or such subsidiary) compounded semiannually.
The net amount of rent required to be paid under any lease for any period is the
amount of the rent  payable by the lessee  with  respect to such  period,  after
deducting  amounts  required to be paid for maintenance and repairs,  insurance,
taxes,  assessments,  water rates and similar charges.  In the case of any lease
which the  lessee has the right to  terminate  upon  paying a  penalty,  the net
amount of rent will also include the amount of the penalty,  but no rent will be
considered  as required to be paid under the lease  subsequent to the first date
that it may be terminated by the lessee.                                        

     The term  "consolidated  net  tangible  assets"  means the total  amount of
assets of Royal  Ahold and its  subsidiaries  after  deducting:  (1)  applicable
reserves  and other  properly  deductible  items,  (2) all  current  liabilities
(excluding (a) any liabilities that the obligor has the right to extend or renew
to a time more than 12 months after the date on which the amount of consolidated
net tangible  assets is being  computed and (b) current  maturities of long-term
indebtedness and capital lease  obligations) and (3) all goodwill,  all as shown
in  the  most  recent  consolidated   balance  sheet  of  Royal  Ahold  and  its
subsidiaries, each computed in accordance with Dutch GAAP.                      

     The term "funded  debt" means all  indebtedness  for money  borrowed with a
maturity of more than 12 months from the date the amount of funded debt is to be
determined  or having a maturity  of less than 12 months but which the  borrower
has the right to renew or extend beyond 12 months from such date.               

     The term  "subsidiary"  means any entity  that  Royal  Ahold or one or more
other  subsidiaries  of  Royal  Ahold  (including  Ahold  Finance)  directly  or
indirectly  owns or  controls at least a majority  of the  outstanding  stock or
other  ownership  interests  that  ordinarily  carry  the  power  to vote in the
election of  directors,  managers  or  trustees of such entity or other  persons
performing similar functions (whether or not stock or other ownership  interests
of any other class of such entity has or might have voting  power as a result of
the happening of any contingency).                                              

Limitation on Liens                                                             

     Royal Ahold will not, and will not permit any subsidiary to, incur,  issue,
assume  or  guarantee  any   indebtedness   for  money  borrowed  or  any  other
indebtedness evidenced by notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed  (referred to in this summary as "debt") if such
debt is secured by pledge  of, or  mortgage,  deed of trust or other lien on any
part of its or any such  subsidiary's  undertakings,  assets or  revenues  (such
pledges,  mortgages,  deeds of trust and other liens  being  referred to in this
summary as "mortgages") without effectively providing that the guaranteed senior
debt  securities of all series issued under the indenture (and if Royal Ahold so
determines,  any other debt of Royal Ahold or such  subsidiary  then existing or
thereafter  created  which is not  subordinated  to the  guaranteed  senior debt
securities)  will be secured equally and ratably with (or prior to) such secured
debt so long as  such  secured  debt  shall  be so  secured.  This  restriction,
however,  will not apply if the aggregate  principal  amount of all such secured
debt which would otherwise be prohibited,  plus all  attributable  debt of Royal
Ahold and its subsidiaries in respect of "sale and leaseback  transactions"  (as
defined below) which would otherwise be prohibited by the covenant limiting sale
and leaseback  transactions described below, would not exceed the greater of (1)
$1,750,000,000 and (2) 15% of consolidated net tangible assets. This restriction
also will not apply to,  and there will be  excluded  from  secured  debt in any
computation under this restriction, debt secured by:                            

     (1)  mortgages  on  property  of any  corporation  existing  at the time it
becomes a subsidiary;                                       

     (2)  mortgages to secure  indebtedness  of any subsidiary to Royal Ahold or
to another subsidiary;                                      

     (3)  mortgages for taxes,  assessments or governmental charges (a) not then
          delinquent  or (b) the  validity of which is being  contested  in good
faith by appropriate proceedings;                           

     (4)  materialmen's,    mechanics',   carriers',   workmen's,   repairmen's,
          landlord's  or other  similar  mortgages,  or  deposits  to obtain the
release of such mortgages;                                  

     (5)  mortgages arising under an order of attachment or distraint or similar
          legal  process  so long as the  execution  or  enforcement  thereof is
          effectively  stayed and the claims secured thereby are being contested
in good faith;                                              

     (6)  mortgages  to secure  public  or  statutory  obligations  or to secure
          payment  of  workmen's   compensation  or  to  secure  performance  in
          connection with tenders, leases of real property, bids or contracts or
          to secure (or in lieu of) surety or appeal bonds and mortgages made in
the ordinary course of business for similar purposes;       

     (7)  mortgages  on  property  existing  at the time of  acquisition  of the
          property by Royal Ahold or the  subsidiary or to secure the payment of
          any part of the purchase price or construction or improvement  cost of
          the property or to secure any debt incurred before, at the time of, or
          within  one  year  after,  the  acquisition  of  the  property  or the
          completion  of any  construction  or the  commencement  of  commercial
          operation  of the  property,  whichever  is later,  for the purpose of
          financing any part of the purchase price or  construction  cost of the
property;                                                   

     (8)  mortgages to secure  guarantees  arising in connection  with the sale,
          discount,  guarantee or pledge of notes,  chattel  mortgages,  leases,
          accounts receivable, trade acceptances and other paper arising, in the
          ordinary course of business,  out of installment or conditional  sales
          to  or  by,  or   transactions   involving   title   retention   with,
          distributors, dealers or other customers, or merchandise, equipment or
services;                                                   

     (9)  mortgages   existing  at  the  date  of  the  guaranteed  senior  debt
indenture; and                                              

     (10) any extension,  renewal or replacement of any mortgage  referred to in
          the  foregoing  clauses  (1) to (9),  so  long  as (a) the  extension,
          renewal  or  replacement  mortgage  is limited to the part of the same
          property that secured the mortgage extended, renewed or replaced (plus
          improvements  on  such  property)  and  (b) the  debt  secured  by the
mortgage at the time is not increased.                      

Limitation on Sales and Leasebacks                                              

     Royal Ahold will not, and will not permit any subsidiary to, enter into any
arrangement  with any  lender or  investor  (not  including  Royal  Ahold or any
subsidiary),  or to which any such lender or investor is a party,  that provides
for Royal Ahold or any subsidiary to lease for a period,  including renewals, in
excess of three years,  any property if Royal Ahold or any such  subsidiary  has
sold or will  sell or  transfer  the  property  more  than  270 days  after  the
acquisition  of the  property  or  after  the  completion  of  construction  and
commencement  of full operation of the property to such lender or investor or to
any  person to whom  funds  have been or are to be  advanced  by such  lender or
investor on the  security of such  property  (herein  referred to as a "sale and
leaseback transaction") unless either:                                          

     (1)  Royal Ahold or such subsidiary could create debt secured by a mortgage
          on the  property  in an  amount  equal to the  attributable  debt with
          respect to the sale and  leaseback  transaction  without  equally  and
          ratably  securing the guaranteed  senior debt securities of all series
          pursuant to the provisions of the covenant  limiting  liens  described
above; or                                                   

     (2)  Royal  Ahold,  within  180 days after it or such  subsidiary  sells or
          transfers the property,  applies an amount equal to the greater of (a)
          the net proceeds of the sale of the property;  and (b) the fair market
          value of the  property at the time of entering  into such  arrangement
          (as  determined  by Royal  Ahold)  to (x) the  purchase  of  property,
          facilities  or  equipment  (other  than the  property,  facilities  or
          equipment  involved in the sale)  having a value at least equal to the
          net  proceeds  of the sale;  or (y) the  retirement  of funded debt of
          Royal  Ahold or any  subsidiary  (other than as a result of payment at
          maturity or  pursuant to any  mandatory  sinking  fund  payment or any
mandatory prepayment provision).                            

          The amount  required to be applied to the retirement of funded debt of
          Royal  Ahold or any  subsidiary  pursuant  to clause (y) above will be
reduced by:                                                 

          (a)  the principal amount of any guaranteed  senior debt securities of
               any series (or, if the guaranteed  senior debt  securities of any
               series are original issue discount  securities or provide that an
               amount other than the face amount  thereof will or may be payable
               upon the maturity thereof or a declaration of acceleration of the
               maturity  thereof,  such portion of the principal amount or other
               amount  as  may  be  due  and  payable  thereon   pursuant  to  a
               declaration  in  accordance  with  Section 4.1 of the  indenture)
               delivered  within  180 days after  such sale or  transfer  to the
trustee for retirement and cancellation; and      

          (b)  the principal  amount of funded debt,  other than the  guaranteed
               debt securities of any series, voluntarily retired by Royal Ahold
            or any subsidiary within 180 days after such sale or transfer.

Certain Covenants Applicable to Guaranteed Subordinated Debt Securities         

Certain Definitions Applicable to Covenants                                     

     The term "public debt" means any loan, debt,  guarantee or other obligation
of Royal Ahold  represented  by or securing  bonds,  notes,  debentures or other
publicly  issued debt securities  which are, or are capable of being,  traded or
listed on any stock exchange or other organized financial market.               

     The term  "private  debt"  means  loans,  debts,  guarantees  and/or  other
obligations  of Royal  Ahold in excess of 30% of the  total  consolidated  fixed
assets of Royal Ahold and its subsidiaries, that are not public debt.           

Limitation on Liens                                                             

     Neither Royal Ahold nor any of its  subsidiaries may secure any public debt
or private  debt,  then or  thereafter  existing,  by any lien,  pledge or other
charge  upon  any of its  present  or  future  assets  or  revenues.  The  above
restriction will not apply to:                                                  

(1)  any security arising solely by mandatory operation of law;       

    (2)  any security over assets existing at the time of acquisition thereof;

     (3)  any  security  included  within the assets of any company  merged with
          Royal Ahold where such  security is created  prior to the date of such
merger;                                                     

     (4)  any security over assets  pursuant to the general terms and conditions
          of a bank (for  example,  in the form  prepared  by the Dutch  Bankers
          Association (Algemene Bankvoorwaarden)), if and insofar as applicable;

     (5)  any guarantee  issued by Royal Ahold or any of its subsidiaries in the
ordinary course of its business; and                        

     (6)  any  security  upon any  "margin  stock,"  as such term is  defined in
          Regulation U of the Board of Governors of the Federal  Reserve  System
          of the United  States  (or any  successor)  as in effect  from time to
time.                                                       

     Any guarantee issued by Royal Ahold or any of its  subsidiaries  other than
in the ordinary  course of its business  will only be secured  after the trustee
for the guaranteed subordinated debt securities has given its written consent to
the guarantee.                                                                  

Events of Default, Waiver and Notice under the Guaranteed Senior Debt Securities

     An event of default  with respect to any series of  guaranteed  senior debt
securities means any of the following:                                          

     (1)  default  in  the  payment  of  any  installment  of  interest  or  any
          additional  amounts on the guaranteed  senior debt  securities of such
series and the continuance of such default for 30 days;     

     (2)  default in the  payment of the  principal  of or any premium on any of
          the guaranteed senior debt securities of such series when due, whether
at maturity, upon redemption, by declaration or otherwise;  

     (3)  default  in  the  payment  of  any  sinking  fund  installment  on the
guaranteed senior debt securities of such series;           

     (4)  default by Ahold  Finance  or Royal  Ahold in the  performance  of any
          other covenant or agreement contained in the indenture for the benefit
          of such series and the  continuance  of such default for 90 days after
          Ahold  Finance and Royal Ahold are given a written  notice as provided
in the indenture;                                           

     (5)  Royal Ahold or Ahold  Finance or any other  subsidiary  of Royal Ahold
shall:                                                      

          (a)  default in the payment of the  principal  or any  interest on any
               note, bond,  coupon or other instrument  evidencing  indebtedness
               for money borrowed in a total principal  amount of $50,000,000 or
               more,  other than the guaranteed  senior debt  securities of such
               series, issued, assumed or guaranteed by it, when and as the same
               shall become due and payable,  if such default shall continue for
               more than any period of grace originally  applicable  thereto and
               the time for  payment  of such  amount  has not been  effectively
extended, or                                      

          (b)  default  in the  observance  of any other  terms  and  conditions
               relating  to any such  indebtedness  for money  borrowed,  if the
               effect of such  default is to cause such  indebtedness  to become
due prior to its stated maturity; or              

     (6)  certain events of bankruptcy,  liquidation,  or insolvency relating to
Ahold Finance;                                              

     (7)  certain events of bankruptcy, liquidation, insolvency or moratorium of
payments relating to Royal Ahold; or                        

     (8)  the  guarantee  ceases  to be in  full  force  or  effect  (except  as
          contemplated  by  the  terms  thereof),   or  Royal  Ahold  denies  or
disaffirms its obligations under the guarantee.             

     The trustee must,  within 90 days after the  occurrence of a default,  give
all holders of guaranteed  senior debt  securities  of the relevant  series then
outstanding notice of all uncured defaults known to it. The trustee may withhold
notice  of any  default  (except  in the case of a  default  in the  payment  of
principal or any premium or interest on any  guaranteed  senior debt security of
any series,  or in the payment of any sinking fund  installment  with respect to
guaranteed senior debt securities of any series), if it in good faith determines
that  the  withholding  of the  notice  is in the  interest  of the  holders  of
outstanding guaranteed senior debt securities of such series.                   

     If an event of default with respect to guaranteed senior debt securities of
any series at the time  outstanding  shall occur and be  continuing,  either the
trustee or the  holders  of at least 25% in  aggregate  principal  amount of the
guaranteed  senior debt  securities of such series then  outstanding may declare
the principal (or, in the case of original issue discount guaranteed senior debt
securities, the portion thereof as may be specified in the prospectus supplement
relating to such series) of the guaranteed senior debt securities of such series
and any  interest  accrued  thereon to be due and payable  immediately.  If this
happens,  subject  to the  requirement  that Ahold  Finance or Royal  Ahold take
certain  actions to cure the  default,  the holders of a majority  in  aggregate
principal  amount of the outstanding  guaranteed  senior debt securities of such
series may annul the declaration with respect to the particular series.         

     Prior  to the  declaration  referred  to in the  preceding  paragraph,  the
holders of at least a majority in aggregate  principal  amount of the guaranteed
senior debt securities of such series may waive certain defaults.               

     The Trust Indenture Act requires that each of Ahold Finance and Royal Ahold
file with the trustee annually a written statement as to the presence or absence
of certain defaults under the terms of the indenture.                           

     If a default or an event of default  occurs and is continuing  with respect
to any series of guaranteed senior debt securities, the holders of not less than
a  majority  in  aggregate  principal  amount  (calculated  as  provided  in the
indenture) of the guaranteed senior debt securities of such affected series then
outstanding  (with each such series voting separately as a class) may direct the
time,  method and place of conducting any proceeding or remedy  available to the
trustee,  or  exercising  any trust or power  conferred  on the  trustee  by the
indenture with respect to guaranteed senior debt securities of the series.      

     The trustee  will be under no  obligation  to exercise any of its rights or
powers under the indenture at the direction of the holders of guaranteed  senior
debt  securities  issued  thereunder  unless the  holders  offer to the  trustee
reasonable security or indemnity against expenses and liabilities.              

Events of Default,  Waiver and Notice  under the  Guaranteed                    
Subordinated  Debt Securities                                               

     An event of default with respect to any series of  guaranteed  subordinated
debt securities means any of the following:                                     

     (1)  default  in  the  payment  of  any  installment  of  interest  or  any
          additional  amounts on the guaranteed  subordinated debt securities of
such series and the continuance of such default for 30 days;

     (2)  default in the  payment of the  principal  of or any premium on any of
          the guaranteed  subordinated  debt securities of such series when due,
          whether at maturity, upon redemption,  by declaration or otherwise and
the continuance of such default for 14 days;                

     (3)  default  in  the  payment  of  any  sinking  fund  installment  on the
          guaranteed  subordinated  debt  securities  of  such  series  and  the
continuance of such default for 14 days;                    

     (4)  Ahold Finance or Royal Ahold defaults in the  performance of any other
          covenant or agreement  contained in the  indenture  for the benefit of
          such  series and, if such  default is capable of being  remedied,  the
          continuance  of such default for 90 days after Ahold Finance and Royal
Ahold are given written notice as provided in the indenture;

     (5)  (a)  Ahold  Finance or Royal Ahold or any of their major  subsidiaries
               (as defined below) defaults in the payment of the principal of or
               interest on any other  obligation  in respect of borrowed  moneys
               (as defined below) of, assumed or guaranteed by, Ahold Finance or
               Royal Ahold or one of their major  subsidiaries,  as the case may
               be, when and as the same shall  become due and  payable,  if such
               default  continues for more than any  applicable  period of grace
               and the time for payment of such  principal  or interest  has not
been effectively extended; or                     

          (b)  any  obligation  in respect  of  borrowed  moneys of,  assumed or
               guaranteed  by Ahold Finance or Royal Ahold or any of their major
               subsidiaries  shall  have  become  repayable  before the due date
               thereof as a result of  acceleration of maturity by reason of the
occurrence of any event of default thereunder.    

          However,  if such  obligation in respect of borrowed moneys is held by
          any  holder  of  guaranteed   subordinated  debt  securities  (or  any
          affiliate  thereof) and was declared to be due and payable,  or became
          capable of being  declared due and payable prior to its stated date of
          payment  in  circumstances  which  would not have  occurred  but for a
          default by Ahold  Finance or Royal Ahold or any of their  subsidiaries
          in  complying  with  a  restriction  contained  in  the  documentation
          governing such obligation in respect of borrowed moneys on the ability
          of Ahold Finance or Royal Ahold or such subsidiary to sell,  pledge or
          otherwise  dispose of margin stock,  then neither such declaration (or
          any  failure to pay based on any such  declaration)  or such  becoming
          capable of being declared due and payable shall constitute an event of
default; or                                                 

    (6)  certain events of bankruptcy or insolvency relating to Ahold Finance;

     (7)  certain events of bankruptcy, liquidation, insolvency or moratorium of
payments relating to Royal Ahold; or                        

     (8)  the  guarantee  ceases  to be in  full  force  or  effect  (except  as
          contemplated  by  the  terms  thereof),   or  Royal  Ahold  denies  or
disaffirms its obligations under the guarantee.             

     The term "major  subsidiaries" means any entity that Ahold Finance or Royal
Ahold, as applicable,  directly or indirectly controls and that has total assets
in excess of 10% of the consolidated  assets of Ahold Finance or Royal Ahold, as
applicable.                                                                     

     The term "borrowed  moneys" means any  indebtedness for borrowed money with
an original  maturity of 12 months or more,  the aggregate  principal  amount of
which is  greater  than  $100,000,000  or the  equivalent  thereof  in any other
currency or currencies.                                                         

     The trustee must,  within 90 days after the  occurrence of a default,  give
all holders of guaranteed  subordinated  debt  securities of the relevant series
then  outstanding  notice of all uncured  defaults  known to it. The trustee may
withhold  notice of any default  (except in the case of a default in the payment
of principal and any premium or any interest on any guaranteed subordinated debt
security of any series,  or in the payment of any sinking fund  installment with
respect to guaranteed subordinated debt securities of any series), if it in good
faith  determines  that the  withholding of the notice is in the interest of the
holders of outstanding guaranteed subordinated debt securities of the series.   

     If an event  of  default  with  respect  to  guaranteed  subordinated  debt
securities of any series issued thereunder at the time outstanding occurs and is
continuing,  either  the  trustee or the  holders  of at least 25% in  aggregate
principal  amount  (calculated  as provided in the  indenture) of the guaranteed
subordinated  debt  securities of such series then  outstanding  may declare the
principal  (or,  in  the  case  of  original  issue  discount   guaranteed  debt
securities, the portion thereof as may be specified in the prospectus supplement
relating to such series) of the guaranteed  subordinated debt securities of such
series and any interest  accrued thereon to be due and payable  immediately.  If
this happens,  subject to the requirement that Ahold Finance or Royal Ahold take
certain  actions to cure the  default,  the holders of a majority  in  aggregate
principal amount of the outstanding  guaranteed  subordinated debt securities of
such series may annul the declaration with respect to the particular series.    

     Prior  to the  declaration  referred  to in the  preceding  paragraph,  the
holders of at least a majority in aggregate  principal  amount of the guaranteed
subordinated debt securities of such series may waive certain defaults.         

     The Trust  Indenture  Act requires  that Ahold Finance and Royal Ahold file
with the trustee  annually a written  statement as to the presence or absence of
certain defaults under the terms of the indenture.                              

     If a default or an event of default  occurs and is continuing  with respect
to any series of  guaranteed  subordinated  debt  securities,  the holders of at
least a majority in aggregate  principal  amount  (calculated as provided in the
indenture) of the guaranteed subordinated debt securities of the affected series
then outstanding (with each such series voting separately as a class) may direct
the time,  method and place of conducting any proceeding or remedy  available to
the trustee,  or exercising  any trust or power  conferred on the trustee by the
indenture with respect to guaranteed subordinated debt securities of the series.

     The trustee  will be under no  obligation  to exercise any of its rights or
powers  under the  indenture  at the  direction  of the  holders  of  guaranteed
subordinated  debt securities  issued thereunder unless the holders offer to the
trustee reasonable security or indemnity against expenses and liabilities.      

Subordination of Guaranteed Subordinated Debt Securities and Related Guarantees 

     The indebtedness represented by the guaranteed subordinated debt securities
will be unsecured and  subordinated  in right of payment to the prior payment in
full  of  all  senior  indebtedness  of  Ahold  Finance.  The  guarantee  of the
subordinated  debt  securities  will be unsecured and  subordinated  in right of
payment to the prior payment in full of all senior indebtedness of Royal Ahold. 

     The term "senior  indebtedness"  means, with respect to Ahold Finance,  the
principal of and any premium and interest on any  indebtedness  of Ahold Finance
currently  outstanding  or to be issued by Ahold  Finance  after the date of the
indenture  unless by the terms of the  instrument  creating or  evidencing  such
indebtedness it is not senior in right of payment to the guaranteed subordinated
debt  securities.   However,   "senior   indebtedness"  shall  not  include  any
indebtedness  of Ahold Finance that is  subordinated  in right of payment to any
other indebtedness of Ahold Finance.                                            

     The term "senior  indebtedness"  means,  with  respect to Royal Ahold,  the
principal  of and any premium and  interest on any  indebtedness  of Royal Ahold
currently  outstanding  or to be  issued  by Royal  Ahold  after the date of the
indenture  unless by the terms of the  instrument  creating or  evidencing  such
indebtedness  it is not senior in right of payment  to the  guarantee.  However,
"senior indebtedness" shall not include:                                        

     (1)  Royal Ahold's  outstanding 5.875% Subordinated Bonds 1997 due December
19, 2005;                                                   

     (2)  Royal Ahold's  outstanding  6-3/4%  Subordinated  Bonds due August 24,
2003;                                                       

     (3)  Royal  Ahold's  outstanding  3%  Convertible  Subordinated  Notes  due
September 30, 2003;                                         

     (4)  Royal Ahold's  outstanding 4% Convertible  Subordinated  Notes due May
19, 2005; and                                               

     (5)  any  subordinated  loans of Royal Ahold  issued  after the date of the
guaranteed subordinated debt indenture.                     

     The term  "indebtedness"  means all indebtedness for money that is created,
assumed, incurred or guaranteed in any manner by Ahold Finance or Royal Ahold or
for  which  Ahold  Finance  or Royal  Ahold,  as the case may be,  is  otherwise
responsible or liable.                                                          

     In the event of any dissolution  and liquidation of Ahold Finance,  whether
voluntary or involuntary,  or in any bankruptcy  proceedings or in other similar
proceedings affecting Ahold Finance,  Ahold Finance will pay in full all amounts
due or to become due upon all senior  indebtedness of Ahold Finance,  or payment
thereof  provided  for  to  the  satisfaction  of  the  holders  of  the  senior
indebtedness,  before it makes any  payment  or  distribution  on account of the
redemption  price or principal of, or premium,  if any, or interest,  if any, on
the guaranteed debt securities.                                                 

     In the event Royal Ahold pays or  distributes  assets of Royal Ahold of any
kind or character,  whether in cash,  property or securities,  to creditors upon
any  dissolution  and  liquidation  (ontbinding en  vereffening) of Royal Ahold,
whether   voluntary   or   involuntary,   or  in  any   bankruptcy   proceedings
(faillissement),  moratorium  of payments  (surseance  van betaling) or in other
similar proceedings affecting Royal Ahold, then Royal Ahold will pay in full all
amounts due or to become due upon all senior  indebtedness  or will  provide for
the  payment  thereof  to  the   satisfaction  of  the  holders  of  the  senior
indebtedness, before it makes any payment or distribution,  including payment of
any additional amounts, with respect to the guarantee of guaranteed subordinated
debt securities.                                                                

     As a result of this subordination,  in the event of (1) any dissolution and
liquidation  of  Ahold  Finance,  whether  voluntary  or  involuntary,   or  any
bankruptcy  proceedings or in other similar proceedings affecting Ahold Finance,
or (2) the  dissolution,  liquidation  (ontbinding en vereffening) or bankruptcy
(faillissement)  of  Royal  Ahold  or  moratorium  of  payments  (surseance  van
betaling) by Royal Ahold or any similar  event,  creditors  of Ahold  Finance or
Royal Ahold, as the case may be, who are holders of senior  indebtedness of such
entity  may  recover  more,   ratably,   than  the  holders  of  the  guaranteed
subordinated debt securities.                                                   

Defeasance                                                                      

Defeasance and Discharge                                                        

     Each of the indentures  provides that Ahold Finance may be discharged  from
any  obligations  in respect of the  guaranteed  debt  securities  of any series
(except  for  certain  obligations  to  register  the  transfer  or  exchange of
guaranteed debt securities of such series, to replace stolen,  lost or mutilated
guaranteed  debt  securities of such series,  to maintain paying agencies and to
hold monies for payment in trust) and Royal Ahold may be discharged from any and
all obligations in respect of the guarantees related thereto.  Ahold Finance and
Royal Ahold will be so discharged upon the deposit with the applicable  trustee,
in trust,  of money  and/or  U.S.  government  obligations  (as  defined  in the
applicable  indenture)  which  through the payment of interest and  principal in
respect  thereof in accordance  with their terms will provide money in an amount
sufficient  to pay the  principal  of and each  installment  of  interest on the
guaranteed  debt  securities  of such  series  on the  stated  maturity  of such
payments in accordance  with the terms of such indenture and the guaranteed debt
securities of such series.  This trust may only be  established  if, among other
things,  Ahold  Finance or Royal  Ahold  delivers  to the  trustee an opinion of
counsel (who may be counsel to Ahold Finance or Royal Ahold) stating that either
(1) Ahold Finance or Royal Ahold has received  from, or there has been published
by,  the U.S.  Internal  Revenue  Service  a ruling or (2) since the date of the
applicable  indenture  there has been a change in the  applicable  U.S.  federal
income tax law, in either case to the effect that holders of the guaranteed debt
securities  of such  series  will not  recognize  income,  gain or loss for U.S.
federal  income tax purposes as a result of such  defeasance and will be subject
to U.S.  federal income tax on the same amount and in the same manner and at the
same times as would have been the case if such defeasance had not occurred.     

Defeasance of Certain Covenants and Certain Events of Default                   

     Each of the indentures provides that Ahold Finance and Royal Ahold may omit
to comply with (1) the  covenants  regarding  limitations  on sale and leaseback
transactions  and limitations on liens described above and (2) Section 4.1(d) of
such indenture (described in clause (4) under the captions "--Events of Default,
Waiver and Notice under the Guaranteed  Senior Debt Securities" and "--Events of
Default,  Waiver and Notice under the Guaranteed  Subordinated  Debt Securities"
above). Any omission to comply with those covenants will not constitute an event
of default under an indenture  and the  guaranteed  debt  securities of a series
issued  thereunder  if  certain  conditions  are met and Ahold  Finance or Royal
Ahold, among other things:                                                      

     o    deposits  with the  applicable  trustee,  in trust,  money and/or U.S.
          government  obligations  which  through the  payment of  interest  and
          principal  in respect  thereof  in  accordance  with their  terms will
          provide money in an amount sufficient to pay the principal of and each
          installment  of interest on the  guaranteed  debt  securities  of such
          series on the stated  maturity of such payments in accordance with the
          terms of such  indenture and the  guaranteed  debt  securities of such
series; and                                                 

     o    delivers to the trustee an opinion of counsel stating that the holders
          of the  guaranteed  debt  securities of such series will not recognize
          income,  gain or loss for U.S. federal income tax purposes as a result
          of such defeasance of certain covenants and events of default and will
          be subject to U.S.  federal  income tax on the same amounts and in the
          same  manner and at the same times as would have been the case if such
deposit and defeasance had not occurred.                    

     Notwithstanding compliance with the foregoing requirements, the obligations
of Ahold Finance and Royal Ahold under such indenture and of Ahold Finance under
the  guaranteed  debt  securities  of such  series and of Royal  Ahold under the
guarantee  thereof,  other than with respect to the covenants referred to above,
and the events of  default,  other than the events of default  relating to these
covenants, will remain in full force and effect.                                

     In the event  Ahold  Finance or Royal Ahold  exercises  this option to omit
compliance  with certain  covenants of one of the indentures with respect to the
guaranteed  debt  securities of a series  issued  thereunder as described in the
preceding  paragraph  and the  guaranteed  debt  securities  of such  series are
declared due and payable because of the occurrence of any event of default other
than an event of default described in clause (4) under the captions "--Events of
Default,  Waiver and Notice  under the  Guaranteed  Senior Debt  Securities"  or
"--Events of Default,  Waiver and Notice under the Guaranteed  Subordinated Debt
Securities"  above, as the case may be, the amount of money and U.S.  government
obligations on deposit with the trustee will be sufficient to pay amounts due on
the  guaranteed  debt  securities  of such  series  at the time of their  stated
maturity but may not be  sufficient  to pay amounts due on the  guaranteed  debt
securities of such series at the time of the  acceleration  resulting  from such
event of default.                                                               

Modification of the Indentures                                                  

     Each indenture contains  provisions  permitting Ahold Finance,  Royal Ahold
and the  trustee  thereunder,  with the  consent  of the  holders  of at least a
majority in total principal amount (calculated as provided in the indentures) of
the  outstanding  guaranteed  debt  securities of all series  issued  thereunder
affected by such  modification  (all such series voting as a single  class),  to
modify such indenture or any supplemental indenture or the rights of the holders
of the guaranteed debt  securities and guarantees  issued  thereunder.  However,
Ahold Finance,  Royal Ahold and the trustee  cannot,  without the consent of the
holder of each guaranteed debt security so affected:                            

(1)  extend the fixed maturity of the guaranteed debt security;       

     (2)  reduce the principal or premium  amount  thereof or reduce the rate or
          extend  the time of any  payment  of  interest  thereon  or reduce any
additional amount payable thereon;                          

     (3)  make the principal  amount thereof or any interest or premium  thereon
          payable  in any coin or  currency  other  than that  provided  in such
guaranteed debt security;                                   

     (4)  reduce  the  portion  of the  principal  amount of an  original  issue
          discount  guaranteed debt security (or a guaranteed debt security that
          provides that an amount other than the face amount thereof will or may
          be payable upon a declaration of acceleration of the maturity thereof)
          due and  payable  upon  acceleration  of the  maturity  thereof or the
          portion of the  principal  amount  thereof  provable  in any action or
proceeding pursuant to Section 4.2 of such indenture;       

     (5)  reduce any amount  payable upon  redemption  of such  guaranteed  debt
security;                                                   

(6)  reduce the overdue rate thereof;                                 

     (7)  impair, if such guaranteed debt security provides therefor,  any right
          of  repayment  at the  option of the  holder of such  guaranteed  debt
security;                                                   

     (8)  alter   adversely  or  eliminate  any  right  of  conversion  of  such
guaranteed debt security; or                                

     (9)  reduce the percentage of the guaranteed debt securities the consent of
the holders of which is required for any such modification. 

     Each of the indentures further provides that Ahold Finance, Royal Ahold and
the applicable trustee cannot enter into any supplemental  indenture if it would
modify the terms of the  guarantee  of Royal Ahold  relating  to the  applicable
guaranteed  debt  securities  in any  manner  adverse  to the  holders  of  such
guaranteed debt securities.  The indenture  relating to guaranteed  subordinated
debt securities also provides that Ahold Finance, Royal Ahold and the applicable
trustee  cannot  enter into any  supplemental  indenture  if it would modify the
terms providing for subordination of the guaranteed subordinated debt securities
or the guarantee of Royal Ahold relating thereto.                               

     Each of the  indentures  also permits  Ahold  Finance,  Royal Ahold and the
trustee to amend such indenture in certain  circumstances without the consent of
the holders of any debt securities  issued  thereunder to evidence the merger of
Royal Ahold or Ahold Finance or the  replacement  of the trustee and for certain
other purposes.                                                                 

Consolidation, Merger or Disposition of Assets of Ahold Finance or Royal Ahold  

     Each of the  indentures  provides  that Ahold  Finance  and Royal Ahold may
consolidate  or merge  with any other  entity,  or sell,  convey or lease all or
substantially  all of  the  property  of  either  of  them  if,  upon  any  such
consolidation or merger:                                                        

     (1)  the entity (if other than Ahold Finance or Royal Ahold,  respectively)
          formed  by  such  consolidation  or  merger  expressly   assumes,   by
          supplemental  indenture  satisfactory in form to the trustee under the
          applicable indenture, the due and punctual payment of principal of and
          any interest on the guaranteed debt securities issued pursuant to such
          indenture, and the due and punctual observance of all of the covenants
          and  conditions of such  indenture to be performed by Ahold Finance or
Royal Ahold, as applicable; and                             

     (2)  Ahold Finance or Royal Ahold, as applicable,  and any successor entity
          resulting from such  consolidation  or merger  immediately  after such
          consolidation  or  merger,  or sale,  conveyance  or lease,  is not in
          default  in the  performance  of any  covenant  or  condition  of such
indenture.                                                  

Concerning the Trustees                                                         

     Except during the continuance of an event of default,  each of the trustees
will perform only those duties that are  specifically  set forth in the relevant
indenture.  During the  continuance  of any event of default under an indenture,
the trustee  thereunder will exercise its rights and powers under the indenture,
and use the same  degree of care and skill in their  exercise,  as a prudent man
would exercise or use his rights under the  circumstances  in the conduct of his
own affairs.                                                                    

     Each of the trustees may acquire and hold  guaranteed  debt securities and,
subject to certain conditions,  otherwise deal with Ahold Finance or Royal Ahold
as if it were not a trustee under an indenture.                                 

     Royal  Ahold and certain  subsidiaries  of Royal  Ahold  currently  conduct
banking transactions with the trustees in the ordinary course of business.      

 DESCRIPTION OF WARRANTS TO SUBSCRIBE TO DEBT SECURITIES
 OF ROYAL AHOLD AND AHOLD FINANCE U.S.A., INC.

     The following is a summary of material  provisions of the warrants that may
be issued  by Royal  Ahold or Ahold  Finance  pursuant  to one or more  separate
warrant agreements,  either independently or together with debt securities. This
summary does not include all of the  provisions of the warrants.  We urge you to
read the forms of warrant  agreements filed with the  registration  statement of
which this prospectus is a part. The terms of the warrants to subscribe for debt
securities of Royal Ahold and Ahold Finance include those stated in the forms of
warrant  agreements.  Provisions  of the forms of  warrant  agreements  or terms
defined in the forms of warrant agreements  referred to in the summary below are
incorporated into this summary by such reference.                               

General                                                                         

   Royal Ahold may offer the following warrants pursuant to this prospectus:

   o    warrants to subscribe for senior debt securities of Royal Ahold; and

     o    warrants to subscribe for subordinated debt securities of Royal Ahold.

     Ahold Finance may offer the following warrants pursuant to this prospectus:

o    warrants to subscribe for guaranteed senior debt securities; and 

 o    warrants to subscribe for guaranteed subordinated debt securities.

     See  "Description  of Debt  Securities of Royal Ahold" and  "Description of
Guaranteed Debt Securities of Ahold Finance and Guarantees of Royal Ahold."     

     The  warrants  may be issued  in one or more  series.  Please  refer to the
prospectus  supplement  relating to  particular  series of warrants for specific
terms of the warrants, including the following terms:                           

o    the type and number of warrants;                                 

o    the debt securities for which the warrants may be exercised;     

o    the expiration date of the warrants;                             

o    the period during which warrants may be exercised;               

o    the exercise price of the warrants;                              

o    any mandatory or optional call provisions;                       

o    the identity of the warrant agent;                               

     o    whether the warrants  will be issued in  registered  form or in bearer
form; and                                                   

o    any other terms of the warrants offered thereunder.              

     The warrants will be  represented by warrant  certificates.  Royal Ahold or
Ahold Finance, as the case may be, will pay all stamp taxes and any other duties
to which the original issuance of the warrant certificates may be subject.      

Transfer and Exchange                                                           

     Warrants may be transferred or exchanged pursuant to procedures outlined in
the  applicable  warrant   agreement.   No  service  charge  will  be  made  for
registration  of transfer or exchange upon surrender of any warrant  certificate
at the office of the applicable warrant agent maintained for that purpose. Royal
Ahold  or  Ahold  Finance,  as the case may be,  may  require  payment  of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection   with  any   registration   of   transfer  or  exchange  of  warrant
certificates.                                                                   

     No warrant or warrant certificate will entitle the holder thereof to any of
the  rights  of a holder of debt  securities  of Royal  Ahold or Ahold  Finance,
including  the right to  receive  payments  of  principal  or  interest  on debt
securities or to enforce any of the covenants in any indenture  relating to debt
securities.                                                                     

Exercise of Warrants                                                            

     In order to exercise warrants,  the holder of the warrants will be required
to surrender to the warrant  agent the related  warrant  certificate  and pay in
full the exercise  price for the debt  securities to be subscribed for upon such
exercise.  The  exercise  price must be paid in cash or by certified or official
bank check or by wire transfer to an account  designated by Royal Ahold or Ahold
Finance,  as applicable,  for such purpose.  The warrant agent then will deliver
the  applicable  debt  securities  to the  holder,  and will issue a new warrant
certificate for any warrants not exercised.                                     

Amendment of Warrant Agreement                                                  

     From time to time,  Royal Ahold or Ahold  Finance,  as the case may be, and
the warrant agent under the relevant warrant agreement,  may amend or supplement
such warrant  agreement for certain  purposes without the consent of the holders
of the warrants issued thereunder,  including to cure defects or inconsistencies
or make any change that does not materially  and adversely  affect the rights of
any holder.  Any  amendment  or  supplement  to a warrant  agreement  that has a
material  adverse effect on the interests of the holders of the warrants  issued
thereunder  will require the written consent of the holders of a majority of the
outstanding warrants issued thereunder.                                         

     The  written  consent  of each  holder of the  warrants  affected  shall be
required for any amendment that:                                                

o    increases the exercise price;                                    

o    shortens the period during which warrants may be exercised;      

     o    if the  warrants may be redeemed at the option of Royal Ahold or Ahold
        Finance, reduces the price at which the warrants may be redeemed; or

o    materially and adversely affects the exercise rights of holders. 

 DESCRIPTION OF SHARE CAPITAL OF ROYAL AHOLD

     Set forth  below is a summary of  material  information  relating  to Royal
Ahold's share capital, including summaries of certain provisions of the Articles
of  Association  of Royal Ahold and  applicable  Dutch law in effect at the date
hereof.  This summary does not include all of the  provisions of the Articles of
Association  of Royal  Ahold and  applicable  Dutch law. We urge you to read the
full Articles of Association of Royal Ahold, an unofficial  English  translation
of which has been included as an exhibit to the Registration Statement. The full
text of the Articles of Association is available,  in Dutch and English,  at the
principal executive offices of Royal Ahold.                                     

Share Capital                                                                   

     Under the Articles of  Association  of Royal Ahold,  the  authorized  share
capital of Royal Ahold as of November  30, 2000  totaled  Euro  800,000,000  par
value. It consists of:                                                          

o    1,200,000,000 common shares, each with a par value of Euro 0.25; 

     o    800,000  cumulative  preferred shares (the "preferred  shares"),  each
with a par value of Euro 500; and                           

     o    400,000,000  cumulative  preferred  financing  shares (the  "financing
          preferred  shares"),  each with a par value of Euro 0.25, divided into
          eight series numbered FP1 to FP8,  consisting of 14,625,000  financing
          preferred shares each, one series numbered FP9 consisting of 3,000,000
          financing   preferred  shares,  two  series  numbered  FP10  and  FP11
          consisting of 12,000,000  financing  preferred  shares each, and sixty
          four series  numbered FP12 to FP75  consisting of 4,000,000  financing
preferred shares each.                                      

Common Shares                                                                   

     The common shares are issued in bearer or registered form, at the option of
the shareholder. Common shares in bearer form may be exchanged for common shares
in registered  form,  or vice versa,  at any time,  upon written  request to the
corporate executive board of Royal Ahold.                                       

     For each common share in bearer form a share  certificate  is issued.  Such
numbers of common  shares in bearer form as the corporate  executive  board will
determine may be represented by one certificate.  For registered  common shares,
share  certificates  may also be issued,  and such  numbers of common  shares in
registered  form may be  represented  by one  certificate  as the holder of such
common  shares  shall  request  the Royal  Ahold  corporate  executive  board in
writing.  Share  certificates which are issued for bearer shares have a dividend
sheet  without  dividend  coupons  or  vouchers.  The bearer CF  ("Centrum  voor
Fondsenadministratie") certificates for common shares are in practice held by an
approved custodian in order to allow them to be traded on the Euronext Amsterdam
N.V.  stock  market.  The  dividend  sheets of the  bearer CF  certificates  are
required to be held by an approved  custodian.  The common shares in bearer form
are transferable with the dividend sheet through the book-entry  transfer system
maintained by Nederlands Centraal Instituut voor Giraal Effectenverkeer.        

     The names and addresses of holders of registered  shares are entered in the
shareholders'  registers for each class of shares which are  maintained by Royal
Ahold.   Such  registers  also  include  the  number  of  shares  held  by  each
shareholder,  the class and number of their  shares,  the amount paid up on each
share,  and whether any share  certificate  has been issued.  The registers also
include the names and addresses of persons who possess certain  ownership rights
or a pledge in respect of such shares. On request of the shareholder, pledgee or
a holder of  certain  ownership  rights,  and  without  charge,  Royal  Ahold is
required to provide an extract from the register of  shareholders  in respect of
its right to any  registered  share.  Registers  are  available at the office of
Royal Ahold for inspection by  stockholders,  as well as pledgees and holders of
certain  ownership  rights,  insofar as the voting right  attached to the shares
rests in them. Any part of a register kept outside the Netherlands in compliance
with laws or stock exchange regulations in the foreign jurisdictions  concerned,
however, is not available for such inspection.                                  

     Transfer of a  registered  share in the capital of Royal Ahold  requires an
instrument  of transfer  and, if Royal Ahold is not a party to the  transfer,  a
written  acknowledgment by Royal Ahold of the transfer.  The acknowledgment must
be made in the instrument of transfer, or by a dated statement on the instrument
of transfer,  or on a copy or extract thereof certified by a civil law notary or
the  transferor  to be a true copy or extract  of the  instrument  of  transfer.
Official  service by an authorized Dutch person of the instrument of transfer or
of such copy or extract on Royal Ahold is  considered to have the same effect as
an  acknowledgment  by Royal  Ahold of the  transfer.  In  addition,  if a share
certificate has been issued for a registered  share, the share  certificate must
be surrendered to Royal Ahold.  The transfer may then be  acknowledged  by Royal
Ahold by way of endorsement  to that effect written on the share  certificate or
by replacing the share certificate by a new share certificate issued in the name
of the transferee.                                                              

     The holders of the common shares are entitled to one vote per share.  There
are no limitations,  either by the laws of the Netherlands or in the Articles of
Association,  on the right of non-residents of the Netherlands or foreign owners
to hold or vote Royal Ahold's common shares. See "--General  Meetings and Voting
Rights"  below.  The holders of common  shares are entitled to dividends in such
amounts and at such times as may be declared by Royal Ahold out of funds legally
available  therefor,  as described  under  "--Dividends"  below.  Cash dividends
payable in Euros on common shares of Royal Ahold may be  officially  transferred
from the Netherlands and converted into any other convertible currency.         

     Common  shares may be issued  pursuant to a  resolution  of the Royal Ahold
corporate  executive  board,  subject to the prior  approval of the  supervisory
board of Royal Ahold and within the current  authorized maximum of 1,200,000,000
common shares,  of which  779,088,612  shares were issued and  outstanding as of
November 30, 2000.  The current  authority of the corporate  executive  board to
resolve to issue common shares will terminate on May 6, 2002, unless extended by
the  general  meeting of  shareholders  of Royal  Ahold in  accordance  with the
Articles of Association, in each instance for a period not exceeding five years.
If no such  extension  is  given,  the  issue of common  shares  will  require a
resolution  of the  general  meeting of  shareholders,  upon a  proposal  of the
corporate  executive  board  which  is  subject  to the  prior  approval  of the
supervisory board. For these purposes,  issues of shares include the granting of
rights to subscribe for shares (including convertible debt), such as options and
warrants,  but not the issue of shares upon exercise of such rights.  The common
shares  are  subject  to  certain  pre-emptive   rights.  See   "--Shareholders'
Pre-emptive Rights" below.                                                      

     Common shares must be fully paid on issue.  All of Royal Ahold's  presently
outstanding common shares are fully paid.                                       

     The principal  paying agent in the Netherlands for the common shares is ABN
AMRO Bank N.V.                                                                  

Preferred Shares                                                                

     The  purpose of the  preferred  shares is to provide a  preventive  measure
against  unfriendly  takeover bids. On March 7, 1989,  Royal Ahold and Stichting
Ahold Continuiteit  ("Stichting" or, in English,  "Ahold Continuity Foundation")
entered into an option  agreement,  which was amended and restated in April 1994
and March  1997,  pursuant to which  Stichting  was granted an option to acquire
from Royal  Ahold,  until March 2004,  preferred  shares up to a total par value
that is equal to the total par value of all  issued  and  outstanding  shares of
capital  stock at the time the option is  exercised.  Royal  Ahold has the right
pursuant to the option  agreement to place preferred shares with Stichting up to
a total par value  that is equal to the total  nominal  value of all  issued and
outstanding  shares of  capital  stock of Royal  Ahold at the time it places the
preferred shares.                                                               

     The holders of the preferred  shares are entitled to 2,000 votes per share.
See "--General Meetings and Voting Rights" below. Subject to limited exceptions,
each  transfer of  preferred  shares  requires  the  approval of the Royal Ahold
corporate  executive  board.  Preferred  shares can only be issued in registered
form. No share certificates will be issued for the preferred shares.            

     The preferred shares have certain  anti-takeover  effects.  The issuance of
all authorized preferred shares will cause substantial dilution of the effective
voting  power of any  shareholder,  including  a  shareholder  that  attempts to
acquire  Royal  Ahold,  and could  have the  effect of  delaying,  deferring  or
preventing a change in control of Royal Ahold.                                  

     Stichting is a non-membership  organization with a self-appointing managing
board, organized under the law of the Netherlands.  Its statutory objectives are
to enhance the continuity and the identity of Royal Ahold in case of an unwanted
take-over attempt. As of November 30, 2000, the members of the managing board of
Stichting were:                                                                 

Name                   Principal Occupation or Relation to Royal Ahold  

Voting members                                                          

J.J. Slechte           Former President of Shell Nederland B.V.         
(Chairman)                                                              

W.E. de Vin            Former civil law notary                          

P.J. van Dun           Former Executive Vice President of Royal Ahold   

Non-voting members                                                      

H. de Ruiter           Chairman of the Supervisory Board of Royal Ahold 

  C.H. van der Hoeven    President of the Corporate Executive Board of Royal
Ahold                     

     Preferred  shares may be  issued,  and rights to  subscribe  for  preferred
shares may be granted,  pursuant to a  resolution  of the Royal Ahold  corporate
executive  board,  subject to the prior approval of the supervisory  board.  The
corporate  executive  board  has  this  authority  for the  same  period  as its
authority to issue common  shares and it may be extended in the same manner.  If
no such extension is given,  the issue of preferred  shares,  or the granting of
rights to subscribe  for  preferred  shares,  will  require a resolution  of the
general  meeting of  shareholders,  upon a proposal of the  corporate  executive
board  which is subject to the prior  approval  of the  supervisory  board.  The
corporate  executive board must, upon the issue of preferred  shares  (including
the granting of rights to subscribe for preferred shares) other than an issue of
preferred shares to a person or persons  exercising a previously  acquired right
to subscribe for such preferred shares,  within four weeks after such issue call
a general  meeting of shareholders of Royal Ahold to explain the reasons for the
issue, unless such explanation has previously been given at a general meeting.  

     The prior approval of the general  meeting of  shareholders  of Royal Ahold
for a specific  issue of  preferred  shares is required  if, as a result of such
issue and/or as a result of previous issues of preferred shares by the corporate
executive board without the approval or other cooperation of the general meeting
of  shareholders,  the number of  preferred  shares that may be  subscribed  for
and/or that has been issued will result in the total  nominal value of preferred
shares  (issued by the corporate  executive  board without the approval or other
cooperation of the general meeting) exceeding 100% of the total nominal value of
the other shares  outstanding  before such issue. If preferred  shares have been
issued  pursuant to a resolution of the corporate  executive  board to issue the
shares, or pursuant to a resolution of the corporate  executive board to grant a
right to  subscribe  for the  shares,  in each  case  passed  without  the prior
approval or other  cooperation of the general meeting,  the corporate  executive
board is obliged  to call a general  meeting  of  shareholders  within two years
after such issue and make a proposal  regarding  repurchase or redemption of the
issued  preferred  shares.  If at that general  meeting no resolution  regarding
repurchase or redemption is passed,  the corporate  executive board must, within
two years after the proposal was made,  and every two years  thereafter,  call a
general meeting of  shareholders  and again make such proposal for repurchase or
redemption.  This  obligation  ceases to exist if the  preferred  shares  are no
longer outstanding or are no longer held by a person other than Royal Ahold.    

     Without prejudice to any applicable statutory provisions, the provisions of
the Articles of  Association  regarding the calling of, and in certain cases the
required prior  approval by, a general  meeting of  shareholders  of Royal Ahold
with  respect  to an issue of  preferred  shares  will cease to apply as soon as
Royal Ahold is no longer  bound by the  relevant  obligations  under the Listing
Rules of Euronext Amsterdam N.V.                                                

     The holders of preferred shares are entitled to a preferred  dividend.  See
"--Dividends" below.                                                            

     It may be  stipulated  that only 25% of the nominal  value of the preferred
shares is required  to be paid upon  subscription  for  preferred  shares  until
payment in full of the par value is called by Royal Ahold.  No preferred  shares
are currently issued and outstanding.                                           

     Preferred  shares have  preferences upon the dissolution and liquidation of
Royal  Ahold over the  financing  preferred  shares and the common  shares as to
payment of  dividends,  as  described  under  "--Dividends"  and  "--Liquidation
Rights" below.                                                                  

Financing Preferred Shares                                                      

     Financing  preferred  shares may be issued,  and  rights to  subscribe  for
financing  preferred  shares may be  granted,  pursuant to a  resolution  of the
corporate  executive  board,  subject to the prior  approval of the  supervisory
board and up to a total nominal  amount which,  at the time of such issue or the
granting of such rights,  equals 25% of the outstanding shares in the capital of
Royal Ahold,  excluding preferred shares. The corporate executive board has this
authority for the same period as its authority to issue common shares and it may
be extended in the same  manner.  If no such  extension  is given,  the issue of
financing preferred shares, or the granting of rights to subscribe for financing
preferred  shares,   will  require  a  resolution  of  the  general  meeting  of
shareholders, upon a proposal of the corporate executive board, which is subject
to the prior approval of the supervisory board.  Financing preferred shares must
be fully paid up upon  issue.  They can only be issued in  registered  form.  No
share certificates are issued for financing preferred shares. Subject to limited
exceptions, each transfer of financing preferred shares requires the approval of
the  corporate   executive  board.   Financing  preferred  shares  may  only  be
transferred to natural persons.                                                 

     As of November 30, 2000, a total of 259,317,164 of the financing  preferred
shares were issued and outstanding.                                             

     Financing  preferred shares have preferences as to payment of dividends and
upon the dissolution  and liquidation of Royal Ahold over the common shares,  as
described under  "--Dividends" and  "--Liquidation  Rights" below. In 1997, 1998
and 1999,  Royal Ahold paid Euro 8,326,000,  Euro 9,925,000 and Euro 12,167,000,
respectively,  as  dividends  on the  financing  preferred  shares.  Holders  of
financing preferred shares do not have pre-emptive rights.  Holders of financing
preferred shares have voting rights as described under  "--General  Meetings and
Voting Rights" below.                                                           

Shareholders' Pre-emptive Rights                                                

     Holders of preferred  shares and holders of financing  preferred  shares do
not have pre-emptive rights with respect to issues of common shares.            

     Holders of common shares have pro rata pre-emptive  rights to subscribe for
new issues of common shares in proportion to their holdings, except for:        

     (1)  issues of shares to  employees  of Royal Ahold or  employees  of group
companies; and                                              

(2)  issues of shares in return for non-cash consideration.           

     For these  purposes,  issues of shares  include  the  granting of rights to
subscribe for shares, such as options and warrants,  but not the issue of shares
upon exercise of such rights.                                                   

     Pre-emptive  rights with respect to the common  shares may be restricted or
excluded  by a  resolution  of the  corporate  executive  board  subject  to the
approval  of the  supervisory  board.  The  corporate  executive  board has been
delegated  this  authority  with  respect  to the common  shares by the  general
meeting of  shareholders  for the same  periods as its  authority  to issue such
shares,  and this  authority  may be  extended  in the same  manner.  If no such
extension is given,  the  restriction  or exclusion of  pre-emptive  rights will
require a resolution of the general meeting of  shareholders  upon a proposal by
the  corporate  executive  board,  which  is  subject  to  the  approval  of the
supervisory  board.  The adoption by the general  meeting of  shareholders  of a
resolution  restricting or excluding  pre-emptive  rights with respect to common
shares  will  require a vote of (1) a majority of the votes cast if half or more
of the issued and  outstanding  share capital is present or  represented  at the
meeting  or (2) at least  two-thirds  of the votes cast if less than half of the
issued and outstanding capital is present or represented at the meeting.        

Acquisition by Royal Ahold of its Own Shares                                    

     Royal Ahold may acquire any class of its shares in its capital,  subject to
certain provisions of Dutch law and the Articles of Association, if:            

     (1)  shareholders' equity less the payment required to make the acquisition
          does  not fall  below  the sum of  paid-up  capital  and any  reserves
required by Dutch law or the Articles of Association; and   

     (2)  Royal Ahold and its subsidiaries would thereafter not hold shares with
          an aggregate nominal value exceeding one-tenth of Royal Ahold's issued
share capital.                                              

Any shares held by Royal Ahold in its own capital may not be voted.   

     An acquisition by Royal Ahold of any class of shares in its capital must be
approved by resolution of the corporate executive board, subject to the approval
of the  supervisory  board.  Acquisitions  by Royal  Ahold of  shares in its own
capital  may only take place if the  general  meeting of  shareholders  of Royal
Ahold has granted to the corporate  executive board the authority to effect such
acquisitions.  Such  authority  may apply for a maximum  period of 18 months and
must  specify  the number of shares  that may be  acquired,  the manner in which
shares may be acquired and the price limits within which shares may be acquired.
In May 2000,  the annual  general  meeting of  shareholders  voted to extend the
authority to acquire shares through  November 15, 2001,  subject to the approval
of the supervisory board. As of the date of this prospectus, Royal Ahold has not
acquired  any shares under this  authorization.  Under this  authorization,  the
maximum  number of shares that can be acquired  cannot exceed the maximum amount
authorized  by law  (currently  10%) of the issued share  capital at the time of
acquisition. No such authority is required for the acquisition by Royal Ahold of
shares  in its own  capital  for the  purpose  of  transferring  such  shares to
employees of Royal Ahold or employees of a group company pursuant to an employee
stock  option plan and as long as such shares are quoted on the  official  price
list of a stock exchange.                                                       

Capital Reduction                                                               

     Upon a proposal of the corporate  executive  board,  subject to approval of
the  supervisory  board,  the general meeting of shareholders of Royal Ahold may
resolve to reduce the issued and outstanding share capital by canceling:        

     (1)  shares  which  Royal  Ahold  holds in its own  capital  or shares  the
depositary receipts for which are held by Royal Ahold;      

     (2)  all the issued preferred  shares against  repayment of the amount paid
          on such shares and upon waiver of the  obligation  to make  payment on
   such shares to the extent they have not been fully paid up; and

     (3)  all the issued  shares of one or more  series of  financing  preferred
  shares against repayment of the amount paid up on such shares.

     The resolution of the general meeting of shareholders will require the vote
of (1) a  majority  of the  votes  cast  if  half  or  more  of the  issued  and
outstanding  share  capital is present or  represented  at the meeting or (2) at
least  two-thirds  of the  votes  cast  if less  than  half  of the  issued  and
outstanding share capital is present or represented at the meeting.             

     The issued share capital may also be reduced, in the manner provided above,
by reduction of the nominal value of any class of shares of Royal Ahold.        

     If reduction in the issued and  outstanding  capital  entails  repayment in
part,  the  resolution  for that purpose may provide that such repayment will be
made in cash or in the form of rights as against  Royal Ahold or  participations
in any division of Royal Ahold.                                                 

Dividends                                                                       

     Subject to certain exceptions, dividends may only be paid out of profits as
shown in the annual  financial  statements  of Royal  Ahold as  prepared  by the
corporate executive board,  adopted by the supervisory board and approved by the
general  meeting  of  shareholders.   Distributions  may  not  be  made  if  the
distribution would reduce shareholders' equity below the sum of the paid-up part
of the capital and reserves  which must be maintained by Dutch law. No dividends
may be paid to Royal Ahold on shares  which Royal Ahold holds in its own capital
or of which the depositary  receipts are held by Royal Ahold, unless such shares
or depositary  receipts are encumbered with certain rights of ownership in other
parties or a pledge.                                                            

     Out of profits,  dividends must first be paid on the preferred  shares at a
percentage of the amount  called-up and paid-up on such shares which is based on
the  promissory   note  discount  rate   (voorschotrente)   established  by  the
Netherlands  Central Bank for the relevant financial year. The minimum preferred
share dividend  percentage at any time is 5.75%.  To the extent that profits are
not sufficient to pay the preferred share dividend in full, the deficit shall be
paid out of the reserves,  subject to the general  restrictions on distributions
set out above.  To the extent that the preferred  share dividend  cannot be paid
out of the reserves,  the profits  earned in  subsequent  years shall be applied
first to making to the holders of  preferred  shares such  payment as will fully
eliminate the deficit before distributions to holders of other classes of shares
are made.  If the profit  earned in any fiscal year has been  determined  and in
that fiscal year preferred  shares have been cancelled  against  repayment,  the
persons who were the holders of such  preferred  shares  shall have the right to
the payment of a dividend  equal to the amount of the dividend that such persons
would  otherwise have been entitled to if, on the date of the  determination  of
the profit,  such persons had still been the holders of such  preferred  shares,
calculated  on the basis of the  period  during  which in the  fiscal  year such
persons were holders of said preferred shares.                                  

     After payment of the preferred share dividend, if possible,  dividends must
then be paid on each  financing  preferred  share at a percentage  of the amount
paid-in on such share plus the  premium  paid on the first  financing  preferred
share which was issued of the series to which the particular share belongs.  The
financing  preferred share dividend percentage is based on the average effective
yield on the Dutch state loans with a (remaining)  life of nine to ten years. To
the  extent  that  profits  are  not  sufficient  to pay in full  the  financing
preferred  share  dividend,  the deficit  shall be paid out of the  reserves and
thereafter out of the profits earned in subsequent years, as described above for
the preferred  share  dividend,  before further  distributions  are made. If the
profit  earned in any fiscal  year has been  determined  and in that fiscal year
financing  preferred shares have been cancelled against  repayment,  the persons
who were the holders of such financing  preferred shares shall have the right to
the payment of a dividend  equal to the amount of the dividend that such persons
would  otherwise have been entitled to if, on the date of the  determination  of
the profit,  such persons had still been the holders of such financing preferred
shares,  calculated  on the basis of the period  during which in the fiscal year
such persons were holders of said financing preferred shares.                   

     Out of the profits  remaining after the payment of the financing  preferred
share  dividend  such amounts  shall be reserved as the  supervisory  board,  in
consultation with the corporate executive board, may deem necessary.  The profit
then remaining is at the disposal of the general meeting of shareholders,  which
may resolve to transfer it to reserves or to  distribute it among the holders of
common  shares.  On a proposal of the  corporate  executive  board made with the
approval  of the  supervisory  board,  the  general  meeting  may (1) resolve to
distribute  to the  holders of common  shares a  dividend  in the form of common
shares or (2) resolve to make  distributions to the holders of common shares out
of one or more reserves that Royal Ahold is not prohibited from  distributing by
law.                                                                            

     Subject to the prior  approval  of the  supervisory  board,  the  corporate
executive board may resolve to make interim  distributions to shareholders or to
holders of shares of a  particular  class or series if an interim  statement  of
assets and liabilities shows that such distribution is permitted.               

     Dividends are payable no later than 14 days after the date declared, unless
the body declaring the dividend shall determine a different date. Dividends that
have not been  claimed  within five years and one month after the date when they
became payable will be forfeited to Royal Ahold and will be added to the general
reserve.                                                                        

General Meetings and Voting Rights                                              

     A general meeting of  shareholders  must be held once a year, no later than
June,  to approve  the annual  accounts  and  attend to other  matters.  General
meetings of shareholders  may be convened by the corporate  executive board, the
supervisory board and, in certain circumstances,  the holders of at least 10% of
the total  outstanding  share  capital  of Royal  Ahold.  Notice of the  general
meeting will be given by the corporate executive board, the supervisory board or
the  holders  of at least 10% of the total  outstanding  share  capital of Royal
Ahold,  as the case may be, at least 15 days  prior to the  meeting  and will be
published  in at  least  one  nationally  distributed  daily  newspaper  and the
Official Price List (Officiele  Prijscourant) of Euronext Amsterdam N.V. Holders
of  registered  shares  will  also be  notified  by mail.  There  are no  quorum
requirements applicable to general meetings.                                    

     Shareholders  (and holders of  non-voting  depositary  receipts that may be
issued for shares in the  Netherlands)  are only entitled to attend  meetings of
shareholders  and take part in the  deliberations,  and  those  who have  voting
rights  may only vote at  meetings  of  shareholders,  if they have  signed  the
attendance  list in advance and, in addition,  insofar as their rights relate to
shares in bearer  form or  depositary  receipts  in  bearer  form,  if they have
deposited  their share  certificates or depositary  receipt  certificates at the
office  of Royal  Ahold  prior to the  meeting.  Shareholders  (and  holders  of
depositary  receipts) may be represented by written proxy.  If the proxy relates
to share  certificates  or depositary  receipts issued in bearer form, the proxy
must  be   deposited  at  the  office  of  Royal  Ahold  prior  to  the  meeting
simultaneously with the deposit of the share certificates or depositary receipts
to which the proxy  relates.  Furthermore,  if the proxy  relates to  registered
certificates or depositary  receipts,  the proxy must be deposited at the office
of Royal Ahold prior to the meeting.                                            

     Each share in the  capital of Royal  Ahold is entitled to one vote for each
Euro 0.25 par value represented thereby.  Subject to certain exceptions provided
for by law or the Articles of Association, resolutions are passed by an absolute
majority of the votes  cast.  A proposal  to alter the  Articles of  Association
whereby  any  change  would be made in the  rights  that vest in the  holders of
shares of a particular class requires the prior approval of a meeting of holders
of  shares  of that  particular  class.  Among  other  types of  resolutions,  a
resolution  of the  general  meeting of  shareholders  to amend the  Articles of
Association or to wind up Royal Ahold may only be adopted upon a proposal of the
corporate executive board that has been approved by the supervisory board.      

     Meetings of holders of shares of a particular  class shall be held whenever
such  a  meeting  is  required  by  law or any  provision  of  the  Articles  of
Association.  These meetings may be called by the corporate executive board, the
supervisory board or one or more shareholders or holders of depositary  receipts
who jointly represent at least one-tenth of the issued and outstanding shares of
the class concerned.  The provisions of the Articles of Association  relating to
the  convening  of  meetings  apply  mutatis  mutandis to meetings of holders of
preferred shares and financing preferred shares.                                

     No votes may be cast in respect of shares held by Royal Ahold or any of its
subsidiaries nor in respect of shares the depositary receipts for which are held
by Royal  Ahold  or by any of its  subsidiaries.  However,  holders  of  certain
ownership  rights and  pledgees  of shares  which  belong to Royal  Ahold or its
subsidiaries  will  not be  excluded  from the  right  to vote if such  grant of
certain  ownership rights or pledge was created before the shares concerned were
held by Royal Ahold or a subsidiary of Royal Ahold.                             

Liquidation Rights                                                              

     In the event of the dissolution and liquidation of Royal Ahold,  the assets
remaining after payment of all debts will be distributed in the following order:

(1)  to the holders of preferred shares; and                          

(2)  to the holders of financing preferred shares.                    

     If any assets  remain,  the  holders  of common  shares  shall be paid,  if
possible,  the par value amount of their common shares plus the pro rata part of
the share premium reserve to which the holders of common shares are entitled.   

 DESCRIPTION OF AMERICAN DEPOSITARY RECEIPTS
 RELATING TO SHARES OF ROYAL AHOLD

     The  following  is a summary of material  provisions  of the share  deposit
agreement,  dated as of January 20, 1998,  entered into by Royal Ahold, The Bank
of New York, as depositary (the "share depositary"),  and the registered holders
of American  depositary  receipts  (the  "owners")  and the owners of beneficial
interests in American depositary receipts (the "beneficial owners"), pursuant to
which the American depositary receipts (the "ADRs") are to be issued.           

     This summary does not include all of the  provisions  of the share  deposit
agreement  and we urge you to read it. The terms of the ADRs  relating to shares
of Royal Ahold include those stated in the share  deposit  agreement,  including
the form of ADRs.                                                               

     Terms used herein and not otherwise  defined have the meanings set forth in
the share  deposit  agreement.  Copies of the share  deposit  agreement  and the
Articles of  Association  of Royal Ahold will be available for inspection at (1)
the corporate  trust office of the share  depositary,  currently  located at 101
Barclay Street, New York, New York 10286 (the "corporate trust office"), and (2)
the Amsterdam  office of Fortis Bank (Nederland)  N.V., as custodian,  currently
located at Rokin 55, P.O. Box 243, 1000 AE Amsterdam, the Netherlands. The share
depositary's principal executive office is located at One Wall Street, New York,
New York 10286.                                                                 

American Depositary Receipts                                                    

     The share depositary may issue ADRs evidencing  American  depositary shares
("ADSs")  pursuant to the share deposit  agreement.  Each ADS will represent one
common share ("deposited securities"). The share depositary and Royal Ahold will
treat only persons in whose names ADRs are  registered on the books of the share
depositary as owners of the ADRs.                                               

Deposit, Transfer and Withdrawal                                                

     Upon  delivery to the  custodian of common shares (or evidence of rights to
receive common shares),  and the payment of the fees, charges and taxes provided
in the share deposit agreement, the share depositary will execute and deliver an
ADR at its corporate trust office to the person entitled thereto.  Each ADR will
be registered in the name of the person  entitled  thereto and will evidence any
authorized number of ADSs requested by such person.                             

The owner of an ADR will be entitled to  delivery  of the  underlying  deposited
securities.  Prior to the delivery of the underlying deposited  securities,  the
owner of the ADR must,  subject to the terms and conditions of the share deposit
agreement:                                                                      

     o    surrender  the  ADR  at  the  corporate  trust  office  of  the  share
depositary; and                                             

     o    pay the fees of the share  depositary  for the  surrender of receipts,
          governmental   charges  and  taxes   provided  in  the  share  deposit
agreement.                                                  

     The forwarding of share certificates,  other securities, property, cash and
other documents of title will be at the risk and expense of the owner.          

     Subject to the terms and conditions of the share deposit  agreement and any
limitations  established  by the  share  depositary,  the share  depositary  may
deliver  ADRs prior to the receipt of shares or deliver  shares prior to receipt
of ADRs (a  "pre-release")  and deliver shares upon the receipt and cancellation
of ADRs which have been pre-released,  whether or not such cancellation is prior
to the termination of such  pre-release or the share  depositary knows that such
ADR has been  pre-released.  The share  depositary  may receive  ADRs instead of
shares in satisfaction of a pre-release. Each pre-release must be:              

     (1)  preceded or accompanied by a written representation from the person to
          whom the ADRs or shares are to be  delivered  that such  person or its
customer:                                                   

(a)  owns the shares or ADRs to be remitted;                

          (b)  assigns all beneficial  right,  title and interest in such shares
               or ADRs, as the case may be, to the share  depositary and for the
benefit of the owners; and                        

          (c)  will not take any action with respect to such shares or ADRs,  as
               the case  may be,  that is  inconsistent  with  the  transfer  of
beneficial ownership;                             

     (2)  at all times fully  collateralized  with cash or such other collateral
as the share depositary deems appropriate;                  

     (3)  terminable  by the share  depositary  on not more  than five  business
days' notice; and                                           

     (4)  subject to further  indemnities  and credit  regulations  as the share
depositary deems appropriate.                               

     The ADRs are  transferable on the books of the share  depositary.  However,
the share  depositary may close the transfer books at any time it considers such
closing as useful to the  performance of its duties or at the written request of
Royal Ahold.                                                                    

Dividends, Other Distributions and Rights                                       

     Subject to any restrictions imposed by Dutch law, regulations or applicable
permits,  the share  depositary  will convert all cash  dividends and other cash
distributions   denominated  in  a  currency  other  than  dollars  (a  "foreign
currency")  that it receives in respect of the  deposited  securities  into U.S.
dollars,  to the extent that in its judgment it can do so on a reasonable  basis
and can transfer the  resulting  U.S.  dollars to the United  States.  The share
depositary will  distribute,  as promptly as practicable,  the resulting  dollar
amount (net of expenses  incurred by the share  depositary  in  converting  such
foreign currency) to the owners entitled to the  distribution.  The distribution
may be made upon an averaged or other  practicable  basis without  regard to any
distinctions  among  owners on account of exchange  restrictions  or the date of
delivery of any ADR or otherwise.  The amount  distributed to the owners of ADRs
will be  reduced  by any amount of taxes to be  withheld  by Royal  Ahold or the
share depositary. See "--Liability of Owner for Taxes" below.                   

     If any of the  following  events  occur,  the share  depositary  may either
distribute  the  foreign  currency  received  by  the  share  depositary  or the
custodian  to  the  owners  entitled  to  receive  the  distribution,  or in its
discretion may hold such foreign currency  uninvested and without  liability for
interest  thereon for the respective  accounts of the owners entitled to receive
the distribution:                                                               

     (1)  the share  depositary  determines  that in its  judgment  any  foreign
          currency  received by it or the  custodian  cannot be  converted  on a
    reasonable basis into dollars transferable to the United States;

     (2)  any approval or license of any  government  or agency  thereof that is
          required for such  conversion is denied or in the opinion of the share
depositary is not obtainable; or                            

     (3)  any such  approval  or license  is not  obtained  within a  reasonable
period as determined by the share depositary,               

     If any conversion of foreign  currency cannot be effected for  distribution
to some of the owners entitled to receive the distribution, the share depositary
may in its discretion make the conversion and  distribution  in U.S.  dollars to
the extent  permissible to the owners entitled to receive the distribution.  The
share depositary may distribute the balance of the foreign currency  received by
the share depositary to the owners entitled to receive the distribution, or hold
such balance  uninvested  and without  liability  for  interest  thereon for the
respective accounts of the owners entitled thereto.                             

     If Royal Ahold declares a dividend in common shares, or a free distribution
of common shares, the share depositary may, and will if Royal Ahold so requests,
distribute to the owners of outstanding  ADRs entitled  thereto  additional ADRs
evidencing an aggregate number of ADSs  representing the amount of common shares
received as such dividend or free distribution. The distribution of ADRs will be
subject to the terms and conditions of the share deposit  agreement with respect
to the  deposit  of  common  shares  and  the  issuance  of ADSs  including  the
withholding of any tax or other  governmental  charge and the payment of fees of
the share depositary.                                                           

     The share  depositary may withhold any  distribution  of ADRs if it has not
received  satisfactory  assurances from Royal Ahold that such  distribution does
not require  registration  under the  Securities  Act of 1933, or is exempt from
registration under the provisions of the Securities Act.                        

     Instead of  delivering  ADRs for  fractional  ADSs in the event of any such
dividend  or free  distribution,  the share  depositary  will sell the amount of
common shares  represented  by the aggregate of the fractions and distribute the
net  proceeds  in  accordance  with the share  deposit  agreement.  If the share
depositary does not distribute additional ADRs, each ADS will also represent the
additional common shares distributed by Royal Ahold.                            

     If Royal Ahold offers to the holders of any deposited securities any rights
to  subscribe  for  additional  common  shares  or any other  rights,  the share
depositary  will  determine  the  procedure to be followed in making such rights
available  to any owners of ADRs or in  disposing of such rights for the benefit
of any owners and making the net  proceeds  available in dollars to such owners.
If by the  terms of the  rights  offering  or for any  other  reason  the  share
depositary may not either make such rights available to any owners or dispose of
such rights and make the net proceeds  available to such owners,  then the share
depositary will allow the rights to lapse.                                      

     If the share  depositary  determines that it is lawful and feasible to make
such  rights  available  to all  owners or to  certain  owners  but not to other
owners,  the share  depositary may distribute the rights to those owners to whom
it  determines  it is  lawful  and  feasible  to do so, in such form as it deems
appropriate.  If the  share  depositary  determines  that it is not  lawful  and
feasible to make such rights available to certain owners, it may sell the rights
at a public or private  sale,  and allocate the net proceeds of the sale for the
account of such owners otherwise entitled to such rights. This allocation may be
made  upon  an  averaged  or  other   practical  basis  without  regard  to  any
distinctions  among such owners because of exchange  restrictions or the date of
delivery of any ADRs or otherwise.                                              

     In circumstances in which rights would not otherwise be distributed,  if an
owner of ADRs  requests the  distribution  of warrants or other  instruments  in
order  to  exercise  the  rights  allocable  to such  owner's  ADSs,  the  share
depositary will make such rights available to the owner upon written notice from
Royal Ahold to the share depositary that:                                       

     (1)  Royal Ahold has elected in its sole  discretion  to permit such rights
to be exercised; and                                        

     (2)  the owner has executed such documents as Royal Ahold has determined in
     its sole discretion are reasonably required under applicable law.

The share  depositary  will,  on behalf of any owner,  exercise  such rights and
purchase  common  shares,  and  Royal  Ahold  will  cause the  common  shares so
purchased to be delivered to the share depositary on behalf of such owner, if:  

     o    the  owner  gives  instructions  pursuant  to such  warrants  or other
instruments to the share depositary to exercise such rights;

     o    the  owner  pays to the share  depositary  the  purchase  price of the
 common shares to be received upon exercise of the rights; and

     o    the owner pays the fees of the share  depositary  as set forth in such
warrants or other instruments.                              

     As agent for such owner,  the share depositary will cause the common shares
so  purchased  to be  deposited  and will execute and deliver ADRs to such owner
pursuant to the share deposit agreement.                                        

     The share depositary will not offer rights to owners unless both the rights
and  the  securities  to  which  such  rights  relate  are  either  exempt  from
registration  under the  Securities  Act with respect to a  distribution  to all
owners or are registered  under the provisions of the Securities  Act.  However,
Royal Ahold is not obligated to file a  registration  statement  with respect to
such  rights  or  underlying  securities  or to  make  efforts  to  have  such a
registration  statement  declared  effective.  If an owner of ADRs  requests the
distribution of warrants or other instruments,  even though distribution has not
been  registered  under the Securities  Act, the share  depositary will not make
such distribution  unless it has received an opinion from recognized  counsel in
the United States for Royal Ahold stating that such  distribution  to such owner
is exempt from registration.                                                    

     Neither Royal Ahold nor the share  depositary  will be responsible  for any
failure  to  determine  that it may be lawful  or  feasible  to make any  rights
available to owners in general or any owner in particular.                      

     Whenever the share depositary  receives any  distribution  other than cash,
common  shares or rights  in  respect  of the  deposited  securities,  the share
depositary  will  distribute  the  securities  or  properties it receives to the
owners entitled to the distribution, after deduction or upon payment of any fees
and expenses of the share depositary or any taxes or other governmental charges.
If, however,  (1) in the opinion of the share depositary the distribution cannot
be made  proportionately  among the owners entitled to the distribution,  or (2)
for any other reason the share  depositary  determines that the  distribution is
not  feasible,  the  share  depositary  may  adopt  such  method  as it may deem
equitable and practicable for making such distribution,  including the public or
private sale of any of the securities or property received,  and distribution by
the  share  depositary  of the  proceeds  of any such  sale (net of the fees and
expenses of the share  depositary) to the owners entitled to the distribution as
in the case of a distribution received in cash.                                 

     If the share  depositary  determines  that any  distribution of property is
subject to any taxes or other governmental charges which the share depositary or
the custodian is obligated to withhold,  the share  depositary may, by public or
private sale, dispose of all or a portion of the property in such amounts and in
such manner as the share  depositary deems necessary and practicable to pay such
taxes or charges.  The share depositary will distribute the proceeds of any such
sale after deduction of such taxes or charges to the owners entitled thereto.   

     Where,  by the terms of a distribution  or offering in accordance  with the
share deposit agreement,  or for any other reason, such distribution or offering
may not be made available to owners, and the share depositary may not dispose of
such distribution or offering on behalf of such owners and make the net proceeds
available  to such  owners,  then  the  share  depositary  will  not  make  such
distribution or offering, and will allow the rights, if applicable, to lapse.   

     Upon any change in nominal or par  value,  split-up,  consolidation  or any
other  reclassification of deposited  securities,  or upon any recapitalization,
reorganization,  merger or consolidation or sale of assets affecting Royal Ahold
or to  which it is a party,  any  securities  that  are  received  by the  share
depositary  or custodian  in exchange  for, in  conversion  of, or in respect of
deposited securities will be treated as new deposited securities under the share
deposit  agreement and the ADSs will  thereafter  represent,  in addition to the
existing deposited securities, the right to receive the new deposited securities
so received in exchange or  conversion,  or the share  depositary  may, with the
approval of Royal Ahold, execute and deliver additional ADRs as in the case of a
distribution in common shares,  or call for the surrender of outstanding ADRs to
be exchanged for new ADRs specifically describing such new deposited securities.

Record Dates                                                                    

     Whenever (1) any cash dividend or other cash distribution  becomes payable,
(2) any distribution other than cash is made, (3) rights are issued with respect
to the deposited  securities,  (4) for any reason the share depositary  causes a
change in the number of common shares that are  represented by each ADS, (5) the
share  depositary  receives notice of any meeting of holders of common shares or
other deposited  securities,  or (6) the share  depositary finds it necessary or
convenient, the share depositary will fix a record date (as close as practicable
to the record date, if any, fixed by Royal Ahold in respect of such matter):    

(1)  for the determination of the owners who will be:                 

          (a)  entitled to receive such dividend, distribution or rights, or the
net proceeds of the sale thereof;                 

          (b)  entitled to give  instructions  for the exercise of voting rights
at any such meeting; or                           

          (c)  obligated  to pay any  charges as  described  in clause (8) under
"Charges of Share Depositary" below; or           

     (2)  on or after which each ADS will represent the changed number of common
shares.                                                     

Voting of Deposited Securities                                                  

     Upon  receipt  of notice of any  meeting or  solicitation  of  consents  or
proxies of holders of common shares or other deposited securities,  if requested
in writing by Royal Ahold,  the share  depositary  will, as soon as  practicable
thereafter, mail to all owners a notice containing:                             

     (1)  the information  included in the notice the share depositary  received
from Royal Ahold;                                           

     (2)  a statement that the owners as of the close of business on a specified
          record date will be entitled to instruct  the share  depositary  as to
    the exercise of any voting rights represented by their ADSs; and

    (3)  a statement as to the manner in which such instructions may be given.

     Upon the written request of an owner,  the share  depositary will endeavor,
insofar as practicable, to vote or cause to be voted the amount of common shares
or other  deposited  securities  represented by the ADRs in accordance  with the
instructions set forth in the request. The share depositary will not vote shares
or other deposited  securities other than in accordance with such  instructions.
If the  share  depositary  does not  receive  instructions  from any owner on or
before the date established by the share depositary for such purpose,  the share
depositary will deem the owner to have instructed the share depositary to give a
discretionary  proxy to a person  designated  by Royal Ahold for such  deposited
securities.  The share  depositary  will then  give a  discretionary  proxy to a
person  designated  by Royal Ahold to vote such  deposited  securities.  No such
instruction,  however, will be deemed given and no such discretionary proxy will
be given with  respect to any matter as to which Royal  Ahold  informs the share
depositary that (1) Royal Ahold does not wish such proxy given,  (2) substantial
opposition exists or (3) such matter materially and adversely affects the rights
of holders of common  shares.  There can be no  assurance  that the owners  will
receive the notice  described in this paragraph  sufficiently  prior to the date
established by the share  depositary for the receipt of  instructions  to ensure
that the share  depositary  will in fact receive such  instructions on or before
such date.                                                                      

Reports and Other Communications                                                

     The share  depositary  will make  available for inspection by owners at its
corporate  trust  office any reports  and  communications,  including  any proxy
soliciting  material,  received  from Royal Ahold,  that are (1) received by the
share  depositary or the custodian or the nominee of either as the holder of the
deposited  securities  and (2) made  generally  available to the holders of such
deposited  securities by Royal Ahold. The share depositary will also send to the
owners  copies of these  reports when  furnished by Royal Ahold  pursuant to the
share deposit agreement.  Any such reports and  communications  furnished to the
share  depositary by Royal Ahold will be furnished in English if required by the
SEC.                                                                            

Amendment and Termination of the Share Deposit Agreement                        

     Royal  Ahold  and the share  depositary  may amend the form of ADRs and the
share  deposit  agreement  in any  respect  without the consent of the owners or
beneficial owners of ADRs. However,  any amendment that imposes or increases any
fees or charges (other than taxes and other governmental  charges,  registration
fees, cable, telex or facsimile transmission costs, delivery costs or other such
expenses),  or which  otherwise  prejudices  any  substantial  existing right of
owners,  will not take  effect  with  respect  to  outstanding  ADRs  until  the
expiration  of 30 calendar  days after notice of the amendment has been given to
the owners of outstanding  ADRs.  Every owner at the time any amendment  becomes
effective  will be  considered,  by  continuing to hold such ADR, to consent and
agree to such  amendment  and to be  bound by the  share  deposit  agreement  as
amended.  No amendment may impair the right of the owner of any ADR to surrender
such ADR and receive the deposited securities,  except to comply with applicable
law.                                                                            

     The  share  depositary  may at any time at the  direction  of  Royal  Ahold
terminate the share deposit  agreement by mailing  notice of  termination to the
owners of all outstanding ADRs at least 30 calendar days prior to the date fixed
in such notice for  termination.  The share  depositary  also may  terminate the
share deposit  agreement by mailing notice of termination to Royal Ahold and the
owners of all ADRs then  outstanding  if the share  depositary  has delivered to
Royal  Ahold  a  written  notice  of its  election  to  resign  and a  successor
depositary  has not been  appointed and accepted its  appointment  in accordance
with the terms of the share deposit  agreement  within 90 days after delivery of
the notice.                                                                     

     If any ADRs remain  outstanding  after the date of termination of the share
deposit agreement, the share depositary:                                        

(1)  will discontinue the registration of transfers of ADRs;          

    (2)  will suspend the distribution of dividends to the owners thereof; and

     (3)  will not give any further  notices or perform  any further  acts under
          the share deposit  agreement,  except for the  collection of dividends
          and other distributions  pertaining to the deposited  securities,  the
          sale of rights and other  property as  provided  in the share  deposit
          agreement and the delivery of deposited securities,  together with any
          dividends or other distributions received with respect thereto and the
          net proceeds of the sale of any rights or other property,  in exchange
          for ADRs surrendered to the share depositary (after deducting the fees
          of the share depositary for the surrender of an ADR and other expenses
          set forth in the share deposit  agreement and any applicable  taxes or
governmental charges).                                      

     At any  time  after  one  year  from the  date of  termination,  the  share
depositary may sell any remaining deposited securities. The share depositary may
hold the net proceeds of such sale,  together with any other cash,  unsegregated
and without liability for interest,  for the pro rata benefit of the owners that
have not surrendered  their ADRs. Any such owners will become general  creditors
of the share  depositary  with respect to such net  proceeds.  After making such
sale, the share  depositary will be discharged  from all  obligations  under the
share  deposit  agreement,  except to account for net  proceeds  and other cash,
after deducting, in each case, the fee of the share depositary for the surrender
of ADRs and other  expenses  set forth in the share  deposit  agreement  and any
applicable taxes or other governmental charges.                                 

     Upon the  termination of the share deposit  agreement,  Royal Ahold will be
discharged from all  obligations  under the share deposit  agreement  except for
certain  obligations to the share depositary,  as set forth in the share deposit
agreement.                                                                      

Charges of Share Depositary                                                     

     The share depositary will charge any party depositing or withdrawing common
shares  or any  party  surrendering  ADRs  or to whom  ADRs  are  issued,  where
applicable:                                                                     

(1)  stock transfer or other taxes and other governmental charges;    

     (2)  any  transfer  or  registration  fees as may  from  time to time be in
          effect  for  the  registration  of  transfers  of  common  shares  and
applicable to deposits or withdrawals;                      

     (3)  any cable, telex and facsimile  transmission  expenses as are provided
          in the  share  deposit  agreement  to be at  the  expense  of  persons
depositing common shares or owners;                         

     (4)  any expenses  incurred by the share  depositary  in the  conversion of
foreign currency pursuant to the share deposit agreement;   

     (5)  a fee not in excess of $5.00 per 100 ADS (or portion  thereof) for the
          issuance and surrender of ADRs pursuant to the share deposit agreement
          (subject  to the rules of any stock  exchange on which the ADSs may be
listed for trading);                                        

     (6)  a fee not in excess of $.02 per ADS (or portion  thereof) for any cash
distribution made pursuant to the share deposit agreement;  

     (7)  a fee for the distribution of securities pursuant to the share deposit
agreement; and                                              

     (8)  any other  charge  payable by the share  depositary,  any of the share
          depositary's agents,  including the custodian,  in connection with the
servicing of common shares or other deposited securities.   

     The share depositary,  pursuant to the share deposit agreement, may own and
deal in any class of securities of Royal Ahold and its affiliates and in ADRs.  

Liability of Owner for Taxes                                                    

     If any tax or other governmental charge becomes payable by the custodian or
the share  depositary with respect to any ADR or any deposited  securities,  the
tax or other  governmental  charge  will be payable  by the owner or  beneficial
owner of the ADR to the share  depositary.  The share  depositary  may refuse to
make any  transfer  of the ADR or any  withdrawal  of the  deposited  securities
underlying  the ADR until  payment is made,  and may withhold  any  dividends or
other distributions, or may sell any part of the deposited securities underlying
the ADR and may apply the  dividends or other  distributions  or the proceeds of
the sale to pay the tax or other  governmental  charge.  The owner or beneficial
owner of the ADR will remain liable for any deficiency.                         

Certain Other Provisions                                                        

     Neither the share  depositary  nor Royal Ahold nor any of their  respective
directors,  employees,  agents  or  affiliates  will be  liable  to any owner or
beneficial  owner of any ADR if the share  depositary  or Royal  Ahold or any of
their respective directors, employees, agents, or affiliates shall be prevented,
delayed or  forbidden  from,  or be subject to any civil or criminal  penalty on
account of, doing or performing any act or thing which by the terms of the share
deposit  agreement or the  deposited  securities  it is provided will be done or
performed by reason of:                                                         

     (1)  any provision of any present or future law or regulation of the United
          States,  or  any  other  country,  or of  any  other  governmental  or
          regulatory  authority  or stock  exchange  or  inter-dealer  quotation
system;                                                     

     (2)  any present or future  provision  of the  Articles of  Association  of
Royal Ahold;                                                

     (3)  any provision of any  securities  issued or distributed by Royal Ahold
or any offering or distribution thereof; or                 

(4)  any act of God or war or other circumstances beyond its control. 

     Neither the share  depositary  nor Royal Ahold nor any of their  respective
directors,  officers, employees or agents or affiliates will incur any liability
to any owner or  beneficial  owner of any ADR by reason of any  exercise  of, or
failure  to  exercise,  any  discretion  provided  for under  the share  deposit
agreement.                                                                      

     Royal Ahold and the share  depositary and their agents assume no obligation
and will not be subject to any liability  under the share  deposit  agreement to
owners or  beneficial  owners of ADRs,  except that they agree to perform  their
respective obligations  specifically set forth under the share deposit agreement
without negligence or bad faith.                                                

     Neither the share  depositary  nor Royal Ahold nor any of their agents will
be under any  obligation to appear in,  prosecute or defend any action,  suit or
other  proceeding  in respect of any  deposited  securities or in respect of the
ADRs,  which in its  opinion  may  involve it in expense  or  liability,  unless
indemnity satisfactory to it against all expense and liability will be furnished
as often as may be required.  The custodian is  responsible  solely to the share
depositary,  and it will not be  under  any  obligation  with  respect  to these
proceedings.                                                                    

     The share  depositary,  Royal Ahold and their agents will not be liable for
any  action  or  nonaction  by any of them in  reliance  upon the  advice  of or
information from legal counsel, accountants, any person presenting common shares
for deposit, any owner or any other person believed by any of them in good faith
to be  competent  to  give  such  advice  or  information.  Each  of  the  share
depositary,  Royal  Ahold and their  agents  may rely and will be  protected  in
acting upon any written notice, request, direction or other document believed by
it to be genuine and to have been  signed or  presented  by the proper  party or
parties.                                                                        

     The share depositary will not be liable for any acts or omissions made by a
successor depositary.                                                           

     The share  depositary  will not be responsible for any failure to carry out
any instructions to vote any of the deposited  securities,  or for the manner in
which any such vote is cast or the  effect of any such vote,  provided  that any
such action or nonaction is in good faith.                                      

     No  disclaimer  of liability  under the  Securities  Act is intended by any
provision of the share deposit agreement.                                       

     The share  depositary  may refuse to deliver ADRs, to register the transfer
of any ADR or to make any distribution on, or related to, common shares until it
has received such proof of citizenship or residence,  exchange  control approval
or other information as it may consider necessary or proper.                    

     The delivery of ADRs against deposit of common shares may be suspended,  or
the  transfer  of ADRs  may be  refused,  or the  registration  of  transfer  of
outstanding ADRs may be suspended,  during any period when the transfer books of
the share depositary are closed.  Such delivery or transfer may also be refused,
or such  registration  or transfer may also be suspended,  if any such action is
considered necessary or advisable by the share depositary or Royal Ahold because
of any  requirement  of  law  or of  any  government  or  governmental  body  or
commission,  or under any provision of the share deposit  agreement,  or for any
other reason, subject to the following sentence. Notwithstanding anything to the
contrary in the share deposit  agreement,  the surrender of outstanding ADRs and
withdrawal of deposited securities may not be suspended, subject only to:       

     (1)  temporary  delays  caused by closing the  transfer  books of the share
          depositary  or  Royal  Ahold  or  the  deposit  of  common  shares  in
          connection  with voting at a  shareholders'  meeting or the payment of
dividends;                                                  

(2)  the payment of fees, taxes and similar charges; and              

     (3)  compliance with any U.S. or foreign laws or  governmental  regulations
          relating to the ADRs or to the withdrawal of the deposited securities.

     The share  depositary will not knowingly accept for deposit under the share
deposit  agreement  any  common  shares  required  to be  registered  under  the
provisions of the Securities Act unless a registration statement for such common
shares is in effect.                                                            

     The share  depositary will keep books at its corporate trust office for the
registration  and transfer of ADRs,  which at all reasonable  times will be open
for  inspection  by the  owners.  Such  inspection,  however,  cannot be for the
purpose of  communicating  with  owners in the  interest of a business or object
other than the business of Royal Ahold or a matter  related to the share deposit
agreement or the ADRs.                                                          

     The share  depositary  may appoint one or more  co-transfer  agents for the
purpose of effecting transfers, combinations and split-ups of ADRs at designated
transfer  offices  on  behalf  of the  share  depositary.  In  carrying  out its
functions,  a co-transfer agent may require evidence of authority and compliance
with  applicable laws and other  requirements  by owners or persons  entitled to
ADRs, and will be entitled to protection and indemnity to the same extent as the
share depositary.                                                               

Governing Law                                                                   

     The share  deposit  agreement  and the ADRs will be governed by the laws of
the State of New York, except that Royal Ahold's  authorization and execution of
the share deposit agreement will be governed by the laws of the Netherlands.    

PLAN OF DISTRIBUTION

     Royal  Ahold  and  Ahold  Finance  may sell  the  securities  through  this
prospectus to or through underwriters or dealers or directly to other purchasers
or through agents.                                                              

     The  distribution of the securities may be carried out from time to time in
one or more  transactions at a fixed price or prices,  which may be changed,  at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing market prices or at negotiated prices.                               

     In  connection  with  the  sale of  securities,  underwriters  may  receive
compensation  from  Royal  Ahold or Ahold  Finance,  as the case may be, or from
purchasers  of  securities  for  whom  they  may act as  agents  in the  form of
discounts,  concessions or commissions.  Underwriters  may sell securities to or
through  dealers  and  such  dealers  may  receive  compensation  in the form of
discounts,  concessions and commissions  from the  underwriters  and commissions
from the purchasers for whom they may act as agents.  Underwriters,  dealers and
agents that  participate in the  distribution  of securities may be deemed to be
underwriters, and any discounts or commissions received by them from Royal Ahold
or Ahold Finance, as the case may be, and any profit on the resale of securities
by them may be deemed to be  underwriting  discounts and  commissions  under the
Securities Act. Any such  underwriter or agent will be identified,  and any such
compensation  received  from Royal Ahold or Ahold  Finance,  as the case may be,
will be described in the applicable prospectus supplement.                      

     Under  agreements  that may be entered into by Royal Ahold and, in the case
of securities to be issued by Ahold Finance,  Ahold Finance,  the  underwriters,
dealers and agents who participate in the distribution of the securities offered
through this prospectus may be entitled to  indemnification  by Royal Ahold and,
in the case of securities to be issued by Ahold Finance, Ahold Finance,  against
certain liabilities, including liabilities under the Securities Act.            

     The securities  offered through this  prospectus  (other than common shares
and ADSs) will be new issues of securities  with no established  trading market.
Underwriters and agents to whom such securities are sold by Royal Ahold or Ahold
Finance,  as the case may be, for public  offering and sale may make a market in
such securities, but such underwriters and agents will not be obligated to do so
and may discontinue any  market-making at any time without notice.  No assurance
can be given as to the liquidity of the trading market for such securities.     

     Royal Ahold and Ahold Finance may authorize agents, underwriters or dealers
to  solicit  offers by  certain  institutional  investors  to  purchase  offered
securities  which will be paid for and delivered on a future date specified in a
prospectus  supplement.  The  obligations of any  purchasers  under this delayed
delivery and payment  arrangements  will not be subject to any conditions except
that the  purchase  at  delivery  must not be  prohibited  under the laws of any
jurisdiction in the United States to which the institution is subject.          

VALIDITY OF SECURITIES

     Certain  matters of United  States law relating to the  securities  offered
through this prospectus will be passed upon for Royal Ahold and Ahold Finance by
White & Case LLP, New York,  New York.  Certain Dutch legal matters  relating to
the  securities  will be  passed  upon for  Royal  Ahold by De Brauw  Blackstone
Westbroek N.V., Amsterdam, the Netherlands.                                     

 EXPERTS

     Royal Ahold's  consolidated  financial statements as of January 2, 2000 and
January 3, 1999 and for each of the fiscal years in the three-year  period ended
January 2, 2000  incorporated  by reference  from Royal Ahold's annual report on
Form 20-F for the  fiscal  year  ended  January  2, 2000  have been  audited  by
Deloitte & Touche, Accountants, independent auditors, as stated in their report,
which is  incorporated  herein by  reference  and have been so  incorporated  in
reliance  upon the report of such firm given upon the  authority  of the firm as
experts in auditing and accounting.                                             

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 II-12

 PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses Of Issuance And Distribution                            

     The expenses  payable in connection  with the issuance and  distribution of
the  securities  being  registered  (other than  underwriting  discount)* are as
follows:                                                                        

SEC registration fee....................................$   987,500.00
Euronext Amsterdam, N.V. stock market filing fees.......     17,700.00
NYSE listing fees.......................................    450,000.00
Printing and engraving expenses.........................    350,000.00
Accounting fees and expenses............................    300,000.00
Legal fees and expenses.................................  1,200,000.00
Rating agency fees......................................    100,000.00
Trustees' and agents' fees and expenses.................     50,000.00
Blue sky fees and expenses..............................     10,000.00
Netherlands capital tax.................................  7,500,000.00
Miscellaneous expenses..................................     19,800.00
                                                         -------------
                    Total...............................$10,985,000.00
                                                         =============

-------------------                                                             
*    Each  of the  expenses  listed  above  is  estimated  except  for  the  SEC
registration fee.                                                     

Item 15. Indemnification of Directors and Officers                              

     Royal  Ahold  maintains  insurance  with  respect  to  losses of any of its
directors or officers  arising from any claim or claims by third parties against
such directors or officers for any wrongful act in their respective capacities. 

     Section 145 of the Delaware General Corporation Law authorizes and empowers
Ahold Finance to indemnify its directors, officers, employees and agents against
liabilities  incurred in connection with, and related  expenses  resulting from,
any claim, action or suit brought against any such person as a result of his/her
relationship  with Ahold Finance,  when such person acted in good faith and in a
manner the person  reasonably  believed  to be in, and not  opposed to, the best
interests of Ahold Finance in  connection  with the acts or events on which such
claim,  action  or suit is  based.  The  finding  of  either  civil or  criminal
liability on the part of such persons in connection  with such acts or events is
not necessarily  determinative  of the question of whether such persons have met
the  required  standard  of  conduct  and  are,  accordingly,   entitled  to  be
indemnified.  The foregoing statements are subject to the detailed provisions of
Section 145 of the Delaware General Corporation Law.                            

     The By-laws of Ahold Finance  provide that it shall indemnify and reimburse
all persons whom it may indemnify  and reimburse  pursuant to Section 145 of the
Delaware  General  Corporation  Law,  to  the  fullest  extent  permitted.   The
indemnification  provided  for therein is not  exclusive  of any other rights to
which those entitled to receive  indemnification or reimbursement  hereunder may
be                                                                              

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entitled under any statute,  the Certificate of  Incorporation  or any By-law of
Ahold Finance or under any  agreement,  vote of  shareholders  or  disinterested
directors or otherwise.                                                         

Item 16. Exhibits and Financial Statement Schedules                             

Exhibit                                                                         
Number                                       Description                        

1.1       Form of Underwriting  Agreement with respect to common shares of Royal
          Ahold  (incorporated  herein  by  reference  to  Exhibit  1.1 to Royal
Ahold's Report on Form 6-K dated May 4, 1999).              

1.2       Form of  Underwriting  Agreement  with respect to debt  securities  of
          Royal Ahold (incorporated  herein by reference to Exhibit 1.2 to Royal
Ahold's Report on Form 6-K dated May 4, 1999).              

1.3       Form of  Underwriting  Agreement  with respect to debt  securities  of
          Ahold  Finance  (incorporated  herein by  reference  to Exhibit 1.3 to
Royal Ahold's Report on Form 6-K dated May 4, 1999).        

4.1       Amended Articles of Association of Royal Ahold (incorporated herein by
          reference  to  Exhibit  1 to Royal  Ahold's  Report  on Form 6-K dated
October 31, 2000).                                          

4.2       Indenture  for the issuance of senior debt  securities of Royal Ahold,
          to be dated on or about the date of the  issuance of the first  series
          of senior  debt  securities  thereunder,  between  Royal Ahold and The
        Chase Manhattan Bank (including the form of senior debt securities).

4.3       Indenture for the issuance of  subordinated  debt  securities of Royal
          Ahold,  dated as of September 30, 1998 (the "Royal Ahold  Subordinated
          Indenture"),  between Royal Ahold and The Bank of New York  (including
the form of subordinated debt securities).                  

4.4       Series 1998-A Supplemental Indenture dated as of September 30, 1998 to
the Royal Ahold Subordinated Indenture.                     

4.5       Series 2000-A  Supplemental  Indenture dated as of May 19, 2000 to the
Royal Ahold Subordinated Indenture.                         

4.6       Form of Third Supplemental  Indenture dated as of December 15, 2000 to
the Royal Ahold Subordinated Indenture.                     

4.7       Indenture  for the issuance of  guaranteed  senior debt  securities of
          Ahold  Finance,  dated as of April 29, 1999 (the "Ahold Finance Senior
          Indenture"),  among Ahold Finance, Royal Ahold, as guarantor,  and The
          Chase  Manhattan Bank  (including  the form of guaranteed  senior debt
securities)  (incorporated                                  

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          herein by reference to Exhibit 4.4 to Royal Ahold's Report on Form 6-K
dated May 4, 1999).                                         

4.8       Indenture Supplement,  dated as of April 29, 1999 to the Ahold Finance
          Senior Indenture  (incorporated  herein by reference to Exhibit 4.6 to
Royal Ahold's Report on Form 6-K dated May 4, 1999).        

4.9       2000-A  Indenture  Supplement,  dated as of July 20, 2000 to the Ahold
Finance Senior Indenture.                                   

4.10      Form of Third Indenture  Supplement,  dated as of December 15, 2000 to
the Ahold Finance Senior Indenture.                         

4.11      Indenture for the issuance of guaranteed  subordinated debt securities
          of Ahold Finance,  to be dated on or about the date of issuance of the
          first series of guaranteed  subordinated  debt securities  thereunder,
          among Ahold Finance,  Royal Ahold,  as guarantor,  and The Bank of New
         York (including the form of guaranteed subordinated debt securities).

4.12      Deposit  Agreement dated as of January 20, 1998 among Royal Ahold, The
          Bank of New York, as  depositary,  and holders and  beneficial  owners
          from time to time of American  depositary  receipts issued thereunder,
          including the form of American depositary  receipt,  relating to Royal
          Ahold's common shares (incorporated herein by reference to Exhibit 4.1
to Royal Ahold's Report on Form 6-K dated March 31, 1998).  

4.13      Form of Warrant  Agreement  between Royal Ahold and a warrant agent to
          be named,  relating to warrants to subscribe  for debt  securities  of
          Royal  Ahold   (incorporated  by  reference  to  Exhibit  4.7  to  the
          Registration  Statement  of Royal Ahold and Ahold  Finance on Form F-3
and Form S-3 (Nos. 333-71383 and 333-71383-01)).            

4.14      Form of Warrant Agreement between Ahold Finance and a warrant agent to
          be named,  relating to warrants to subscribe  for debt  securities  of
          Ahold Finance  (incorporated herein by reference to Exhibit 4.8 to the
          Registration  Statement  of Royal Ahold and Ahold  Finance on Form F-3
and Form S-3 (Nos. 333-71383 and 333-71383-01)).            

5.1       Opinion of De Brauw Blackstone  Westbroek N.V., Dutch counsel to Royal
          Ahold, as to certain Dutch legal matters relating to the common shares
and the financing preferred shares issuable by Royal Ahold. 

5.2       Opinion of De Brauw Blackstone  Westbroek N.V., Dutch counsel to Royal
          Ahold,  as to  certain  Dutch  legal  matters  relating  to  the  debt
          securities  issuable by Royal Ahold and the  warrants to  subscribe to
such debt securities.                                       

5.3       Opinion of White & Case LLP,  U.S.  counsel  to Royal  Ahold and Ahold

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          Finance,  as to  certain  U.S.  legal  matters  relating  to the  debt
          securities  issuable by Royal Ahold, the warrants to subscribe to such
          debt securities,  the guarantees by Royal Ahold of the debt securities
          issuable  by Ahold  Finance,  the debt  securities  issuable  by Ahold
  Finance and the warrants to subscribe to such debt securities.

5.4       Opinion of De Brauw Blackstone  Westbroek N.V., Dutch counsel to Royal
          Ahold, as to certain Dutch legal matters  relating to the guarantee by
 Royal Ahold of the debt securities issuable by Ahold Finance.

12.1      Computation of ratio of earnings to fixed charges of Royal Ahold.     

12.2      Computation  of  ratio of  earnings  to  combined  fixed  charges  and
preferred share dividends of Royal Ahold.                   

23.1      Consent of De Brauw  Blackstone  Westbroek N.V.  (included in Exhibits
5.1, 5.2 and 5.4).                                          

23.2      Consent of White & Case LLP (included in Exhibit 5.3).                

23.3      Consent of  Deloitte & Touche,  Accountants,  independent  auditors to
Royal Ahold.                                                

24        Powers of Attorney of Royal Ahold and Ahold Finance (included on Pages
II-7 and II-9 of this Registration Statement).              

25.1      Form of T-1 Statement of Eligibility  under the Trust Indenture Act of
          1939, as amended,  of The Chase Manhattan Bank, as senior debt trustee
          under the  indenture  relating to senior debt  securities  issuable by
Royal Ahold.                                                

25.2      Form of T-1 Statement of Eligibility  under the Trust Indenture Act of
          1939,  as  amended,  of The Bank of New  York,  as  subordinated  debt
trustee under the Royal Ahold Subordinated Indenture.       

25.3      Form T-1  Statement of  Eligibility  under the Trust  Indenture Act of
          1939, as amended,  of The Chase Manhattan Bank, as senior debt trustee
under the Ahold Finance Senior Indenture.                   

25.4      Form T-1  Statement of  Eligibility  under the Trust  Indenture Act of
          1939,  as  amended,  of The Bank of New  York,  as  subordinated  debt
          trustee under the indenture  relating to guaranteed  subordinated debt
securities issuable by Ahold Finance.                       

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Item 17.  Undertakings                                                          

The undersigned Registrants hereby undertake:                         

          (1) to file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:      

               (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;                                             

               (ii) to reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) under the
          Securities Act if, in the  aggregate,  the changes in volume and price
          represent no more than a 20% change in the maximum aggregate  offering
          price set forth in the "Calculation of Registration  Fee" table in the
effective registration statement; and                       

               (iii) to include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
registration statement;                                     

     provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission  by the  Registrants  pursuant to Section 13 or Section 15(d) of
     the Exchange  Act that are  incorporated  by reference in the  registration
statement;                                                            

          (2) that,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
initial bona fide offering thereof;                                   

          (3) to remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
termination of the offering;                                          

          (4) to file a post-effective  amendment to the registration  statement
     to include any  financial  statements  required by Item 8.A of Form 20-F at
     the start of any delayed  offering or  throughout  a  continuous  offering.
     Financial statements and information otherwise required by Section 10(a)(3)
     of the Securities Act need not be furnished,  provided that the Registrants
     include  in  the  prospectus,  by  means  of  a  post-effective  amendment,
     financial  statements  required  pursuant to this  paragraph  (4) and other
     information   necessary  to  ensure  that  all  other  information  in  the
     prospectus  is  at  least  as  current  as  the  date  of  those  financial
     statements.  Notwithstanding the foregoing, a post-effective amendment need
     not be filed to include  financial  statements and information  required by
     Section  10(a)(3)  of the  Securities  Act or Item 8.A of Form 20-F if such
     financial  statements  and  information  are contained in periodic  reports

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     filed with or furnished to the  Commission by the  Registrants  pursuant to
     Section 13 or Section  15(d) of the Exchange Act that are  incorporated  by
reference in this registration statement; and                         

          (5)  that,  for  purposes  of  determining  any  liability  under  the
     Securities  Act,  each filing of Royal Ahold's  annual  report  pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act that is  incorporated by
     reference  in this  registration  statement  shall  be  deemed  to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
bona fide offering thereof.                                           

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrants pursuant to the foregoing provisions,  or otherwise, the Registrants
have been advised that in the opinion of the Commission such  indemnification is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Registrants of expenses  incurred or
paid by a director,  officer or  controlling  person of the  Registrants  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the  Registrants  will,  unless in the  opinion of its  counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.                                           

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SIGNATURES

     Pursuant to the  requirements  of the Securities  Act of 1933,  Royal Ahold
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form F-3 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Zaandam,  the  Netherlands,  on this  29th  day of
December, 2000.                                                                 

                KONINKLIJKE AHOLD N.V.

                         By: /s/  A.H.P.M. VAN TIELRADEN
                                 -------------------------------
                       Name:  A.H.P.M. van Tielraden
                      Title: Senior Vice-President
                           and General Counsel

 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  A.H.P.M.  van Tielraden and A. Buitenhuis,  and
each of them severally,  his true and lawful  attorneys-in-fact and agents, with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all the said  attorneys-in-fact and agents or either of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.                                                          

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed by the following persons (who comprise a
majority of the  Corporate  Executive  Board) in the  capacities  indicated,  on
December 29, 2000.                                                              

Signature                              Title                                    

/s/  C.H. VAN DER HOEVEN             President of the Corporate Executive     
--------------------------            Board and Chief Executive Officer         
C.H. van der Hoeven                   (Principal Executive Officer)             

/s/  J.G. ANDREAE                    Member of the Corporate Executive        
--------------------------            Board and Executive Vice-President        
J.G. Andreae                                                                    

/s/  A.M. MEURS                      Member of the Corporate Executive        
--------------------------            Board and Chief Financial Officer         
A.M. Meurs                            (Principal Financial Officer)             

/s/  A.S. NODDLE                     Member of the Corporate Executive        
--------------------------            Board and Executive Vice-President        
A.S. Noddle                                                                     

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/s/  R.G. TOBIN                      Member of the Corporate Executive        
--------------------------            Board and Executive Vice-President        
R.G. Tobin                                                                      

/s/  L.A.P.A. VERHELST               Senior Vice-President Administration     
--------------------------            (Principal Accounting Officer)            
L.A.P.A. Verhelst                                                               

/s/  E.J. SMITH                       Authorized Representative in the        
--------------------------             United States                            
E.J. Smith                                                                      

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SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of 1933,  Ahold
Finance U.S.A., Inc. certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-3 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the  City of  Wilmington,  Delaware,  on this  29th day of
December, 2000.                                                                 

                          AHOLD FINANCE U.S.A., INC.

                       By: /s/  ERNIE J. SMITH
                                  ----------------------------
                     Name:  Ernie J. Smith
                                   Title: Vice-President and Assistant
                       Secretary

 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints Ernie J. Smith and Daniel C. Tiedge his true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all the said  attorneys-in-fact  and agents or either of them, or his
or their  substitute  or  substitutes,  may  lawfully  do or cause to be done by
virtue hereof.                                                                  

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed by the following  persons (who include a
majority of the Board of Directors) in the capacities indicated, on December 29,
2000.                                                                           

Signature                              Title                                    

/s/  ROBERT G. TOBIN                  Chairman of the Board of Directors      
---------------------------                                                     
Robert G. Tobin                                                                 

/s/  ERNIE J. SMITH                   Director, Vice-President and            
----------------------------           Assistant Secretary                      
Ernie J. Smith                                                                  

/s/  DANIEL C. TIEDGE                 Director and Vice-President             
----------------------------                                                    
Daniel C. Tiedge                                                                

/s/  MILDRED F. SMITH                 President and Treasurer                 
---------------------------            (Principal Executive Officer,            
Mildred F. Smith                       Principal Financial Officer and          
                           Principal Accounting Officer)

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 EXHIBIT INDEX

Exhibit                                                                         
Number                               Exhibit Description                        

1.1       Form of Underwriting  Agreement with respect to common shares of Royal
          Ahold  (incorporated  herein  by  reference  to  Exhibit  1.1 to Royal
Ahold's Report on Form 6-K dated May 4, 1999).              

1.2       Form of  Underwriting  Agreement  with respect to debt  securities  of
          Royal Ahold (incorporated  herein by reference to Exhibit 1.2 to Royal
Ahold's Report on Form 6-K dated May 4, 1999).              

1.3       Form of  Underwriting  Agreement  with respect to debt  securities  of
          Ahold  Finance  (incorporated  herein by  reference  to Exhibit 1.3 to
Royal Ahold's Report on Form 6-K dated May 4, 1999).        

4.1       Amended Articles of Association of Royal Ahold (incorporated herein by
          reference  to  Exhibit  1 to Royal  Ahold's  Report  on Form 6-K dated
October 31, 2000).                                          

4.2       Indenture  for the issuance of senior debt  securities of Royal Ahold,
          to be dated on or about the date of the  issuance of the first  series
          of senior  debt  securities  thereunder,  between  Royal Ahold and The
        Chase Manhattan Bank (including the form of senior debt securities).

4.3       Indenture for the issuance of  subordinated  debt  securities of Royal
          Ahold,  dated as of September 30, 1998 (the "Royal Ahold  Subordinated
          Indenture"),  between Royal Ahold and The Bank of New York  (including
the form of subordinated debt securities).                  

4.4       Series 1998-A Supplemental Indenture dated as of September 30, 1998 to
the Royal Ahold Subordinated Indenture.                     

4.5       Series 2000-A  Supplemental  Indenture dated as of May 19, 2000 to the
Royal Ahold Subordinated Indenture.                         

4.6       Form of Third Supplemental  Indenture dated as of December 15, 2000 to
the Royal Ahold Subordinated Indenture.*                    

4.7       Indenture  for the issuance of  guaranteed  senior debt  securities of
          Ahold  Finance,  dated as of April 29, 1999 (the "Ahold Finance Senior
          Indenture"),  among Ahold Finance, Royal Ahold, as guarantor,  and The
          Chase  Manhattan Bank  (including  the form of guaranteed  senior debt
          securities)  (incorporated herein by reference to Exhibit 4.4 to Royal
Ahold's Report on Form 6-K dated May 4, 1999).              

4.8       Indenture Supplement,  dated as of April 29, 1999 to the Ahold Finance
          Senior Indenture  (incorporated  herein by reference to Exhibit 4.6 to
Royal Ahold's Report on Form 6-K dated May 4, 1999).        

4.9       2000-A  Indenture  Supplement,  dated as of July 20, 2000 to the Ahold
Finance Senior Indenture.                                   

4.10      Form of Third Indenture  Supplement,  dated as of December 15, 2000 to
the Ahold Finance Senior Indenture.*                        

4.11      Indenture for the issuance of guaranteed  subordinated debt securities
          of Ahold Finance,  to be dated on or about the date of issuance of the
          first series of guaranteed  subordinated  debt securities  thereunder,
          among Ahold Finance,  Royal Ahold,  as guarantor,  and The Bank of New
         York (including the form of guaranteed subordinated debt securities).

4.12      Deposit  Agreement dated as of January 20, 1998 among Royal Ahold, The
          Bank of New York, as  depositary,  and holders and  beneficial  owners
          from time to time of American  depositary  receipts issued thereunder,
          including the form of American depositary  receipt,  relating to Royal
          Ahold's common shares (incorporated herein by reference to Exhibit 4.1
to Royal Ahold's Report on Form 6-K dated March 31, 1998).  

4.13      Form of Warrant  Agreement  between Royal Ahold and a warrant agent to
          be named,  relating to warrants to subscribe  for debt  securities  of
          Royal  Ahold   (incorporated  by  reference  to  Exhibit  4.7  to  the
          Registration  Statement  of Royal Ahold and Ahold  Finance on Form F-3
and Form S-3 (Nos. 333-71383 and 333-71383-01)).            

4.14      Form of Warrant Agreement between Ahold Finance and a warrant agent to
          be named,  relating to warrants to subscribe  for debt  securities  of
          Ahold Finance  (incorporated herein by reference to Exhibit 4.8 to the
          Registration  Statement  of Royal Ahold and Ahold  Finance on Form F-3
and Form S-3 (Nos. 333-71383 and 333-71383-01)).            

5.1       Opinion of De Brauw Blackstone  Westbroek N.V., Dutch counsel to Royal
          Ahold, as to certain Dutch legal matters relating to the common shares
and the financing preferred shares issuable by Royal Ahold.*

5.2       Opinion of De Brauw Blackstone  Westbroek N.V., Dutch counsel to Royal
          Ahold,  as to  certain  Dutch  legal  matters  relating  to  the  debt
          securities  issuable by Royal Ahold and the  warrants to  subscribe to
such debt securities.*                                      

5.3       Opinion of White & Case LLP,  U.S.  counsel  to Royal  Ahold and Ahold
          Finance,  as to  certain  U.S.  legal  matters  relating  to the  debt
          securities  issuable by Royal Ahold, the warrants to subscribe to such
          debt securities,  the guarantees by Royal Ahold of the debt securities
          issuable  by Ahold  Finance,  the debt  securities  issuable  by Ahold
   Finance and the warrants to subscribe to such debt securities.*

5.4       Opinion of De Brauw Blackstone  Westbroek N.V., Dutch counsel to Royal
          Ahold, as to certain Dutch legal matters  relating to the guarantee by
  Royal Ahold of the debt securities issuable by Ahold Finance.*

12.1      Computation of ratio of earnings to fixed charges of Royal Ahold.     

12.2      Computation  of  ratio of  earnings  to  combined  fixed  charges  and
preferred share dividends of Royal Ahold.                   

23.1      Consent of De Brauw  Blackstone  Westbroek N.V.  (included in Exhibits
5.1, 5.2 and 5.4).*                                         

23.2      Consent of White & Case LLP (included in Exhibit 5.3).*               

23.3      Consent of  Deloitte & Touche,  Accountants,  independent  auditors to
Royal Ahold.                                                

24        Powers of Attorney of Royal Ahold and Ahold Finance (included on Pages
II-7 and II-9 of this Registration Statement).              

25.1      Form of T-1 Statement of Eligibility  under the Trust Indenture Act of
          1939, as amended,  of The Chase Manhattan Bank, as senior debt trustee
          under the  indenture  relating to senior debt  securities  issuable by
Royal Ahold.*                                               

25.2      Form of T-1 Statement of Eligibility  under the Trust Indenture Act of
          1939,  as  amended,  of The Bank of New  York,  as  subordinated  debt
trustee under the Royal Ahold Subordinated Indenture.*      

25.3      Form T-1  Statement of  Eligibility  under the Trust  Indenture Act of
          1939, as amended,  of The Chase Manhattan Bank, as senior debt trustee
under the Ahold Finance Senior Indenture.*                  

25.4      Form T-1  Statement of  Eligibility  under the Trust  Indenture Act of
          1939,  as  amended,  of The Bank of New  York,  as  subordinated  debt
          trustee under the indenture  relating to guaranteed  subordinated debt
securities issuable by Ahold Finance.*                      

--------------                                                                  
*    Filed on December 29, 2000.

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This F-3 Filing	Date	First	Last	Other Filings

	1/20/98	4	14
	3/31/98	7	14
	9/30/98	6	14
	1/1/99	4
	1/3/99	4		20-F
	4/29/99	6	14
	5/4/99	6	14
	10/10/99	4
	1/2/00	4
	1/13/00	4
	2/3/00	4
	2/21/00	4
	4/5/00	4
	4/19/00	4
	5/5/00	4
	5/17/00	4
	5/19/00	6	14
	5/25/00	4
	5/30/00	4
	6/8/00	4
	7/13/00	4
	7/14/00	4		424B5
	7/20/00	7	14
	8/4/00	4
	8/22/00	4
	9/8/00	4
	9/11/00	4
	10/8/00	4
	10/31/00	4	14
	11/13/00	4
	11/29/00	4
	11/30/00	4
	12/15/00	6	14
	12/27/00	4
Filed On / Filed As Of	12/29/00	2	14
	11/15/01	4
	5/6/02	4
	8/24/03	4
	9/30/03	4		6-K
	5/19/05	4
	12/19/05	4

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Royal Ahold · F-3 · On 12/29/00

Filed On 12/29/00 11:18am ET · SEC File 333-52934 · Accession Number 950127-0-660

Registration Statement of a Foreign Private Issuer for Securities Offered Pursuant to a Transaction · Form F-3Filing Table of Contents

F-3 · Registration StatementDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Registration Statement of a Foreign Private Issuer for Securities Offered Pursuant to a Transaction · Form F-3
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F-3 · Registration Statement
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