<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 2002
                                                      REGISTRATION NO. 333-_____

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

              ETABLISSEMENTS DELHAIZE FRERES ET CIE "LE LION" S.A.
             (Exact Name of Registrant as specified in its charter)


                                DELHAIZE BROTHERS
                        AND CO. "THE LION" ESTABLISHMENT
                 (Translation of Registrant's Name into English)

            BELGIUM                                              98-0226019
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                 RUE OSSEGHEM 53
                            B-1080 BRUSSELS, BELGIUM
                                011-32-2-412-2111
          (Address, including zip code, of principal executive offices)

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

                    DELHAIZE GROUP 2002 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                              R. WILLIAM MCCANLESS
                             DELHAIZE AMERICA, INC.
                              2110 EXECUTIVE DRIVE
                                  P.O. BOX 1330
                         SALISBURY, NORTH CAROLINA 28145
                                 (704) 633-8250
 (Name, address and telephone number, including area code, of agent for service)

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

                                    Copy to:
                               J. STEVEN PATTERSON
                    AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
                           ROBERT S. STRAUSS BUILDING
                         1333 NEW HAMPSHIRE AVENUE, N.W.
                             WASHINGTON, D.C. 20036
                                 (202) 887-4000

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




<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
                                                                PROPOSED MAXIMUM         PROPOSED MAXIMUM      AMOUNT OF
           TITLE OF SECURITIES               AMOUNT TO BE        OFFERING PRICE         AGGREGATE OFFERING   REGISTRATION
           TO BE REGISTERED (1)             REGISTERED (2)    PER ORDINARY SHARE (3)           PRICE            FEE (3)
--------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>               <C>                       <C>                  <C>
Ordinary Shares without nominal value,        5,000,000              $49.76              $248,800,000.00      $22,889.60
represented by American Depositary Shares       shares
==========================================================================================================================
</TABLE>

(1) American Depositary Shares ("ADSs") issuable upon deposit of ordinary shares
    of the Registrant are registered under a separate registration statement on
    Form F-6 (Registration No. 333-13314). Each ADS evidenced by an American
    Depositary Receipt represents one ordinary share.

(2) This registration statement covers ordinary shares underlying ADSs issuable
    under the Delhaize Group 2002 Stock Incentive Plan.

(3) The fee is computed, in accordance Rule 457(h)(1) under the Securities Act
    of 1933, as amended (the "Securities Act"), based on the average of the high
    and low prices of the Registrant's ADSs reported on the New York Stock
    Exchange on May 23, 2002.





<PAGE>


                             INTRODUCTORY STATEMENT

         Etablissements Delhaize Freres et Cie "Le Lion" S.A., a societe anonyme
organized under the laws of the Kingdom of Belgium (the "Registrant"), files
this registration statement on Form S-8 (this "Registration Statement") to
register the offer and sale of up to 5,000,000 ordinary shares represented by
ADSs in connection with the Delhaize Group 2002 Stock Incentive Plan (the
"Plan"). Each ADS represents one ordinary share without nominal value of the
Registrant. A separate registration statement on Form F-6 (Registration No.
333-13314) has been filed with the Securities and Exchange Commission (the
"Commission") registering the ADSs.



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 have been or will be sent or given to each Plan participant as specified by
Rule 428(b)(1) under the Securities Act. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.







                                      I-1

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Commission
are incorporated herein by reference:

         (1) The Registrant's Annual Report on Form 20-F for the fiscal year
ended December 31, 2000, filed with the Commission on June 29, 2001;

         (2) The Registrant's Reports of Foreign Private Issuer on Form 6-K,
filed with the Commission on April 27, 2001; July 2, 2001; September 6, 2001;
October 26, 2001; December 17, 2001; December 27, 2001; January 10, 2002;
January 24, 2002; February 21, 2002; March 19, 2002; March 21, 2002; April 10,
2002; May 3, 2002; May 7, 2002; and May 28, 2002; and

         (3) The description of the Registrant's ordinary shares and the
Registrant's ADSs contained under the headings titled "Description of Delhaize
Group Ordinary Shares" and "Description of Delhaize Group American Depositary
Receipts" in the Registrant's Registration Statement on Form F-4, filed with the
Commission on March 23, 2001, as amended (Registration No. 333-13302).

         In addition to the foregoing, all documents subsequently filed by the
Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment indicating that all of the securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document that is also incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Belgian law, the directors of a company may be liable for damages
to the company in case of improper performance of their duties. The directors
may be liable to the Registrant and to third parties for infringement of the
Registrant's Articles of Association or Belgian company law. Under certain
circumstances, directors may be criminally liable. The Registrant maintains
liability insurance for the benefit of its directors and executive officers.


                                      II-1

<PAGE>


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         A list of exhibits included as part of this Registration Statement is
set forth on the Exhibit Index which immediately precedes the exhibits and is
incorporated by reference herein.

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

             (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) 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
information to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant 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; and

             (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.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be

                                      II-2

<PAGE>

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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Act and will be governed by the final adjudication of
such issue.












                                      II-3

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Brussels, Kingdom of Belgium, on May 29, 2002.

                                       ETABLISSEMENTS DELHAIZE FRERES
                                       ET CIE "LE LION" S.A.


                                       By: /s/ Pierre-Olivier Beckers
                                           -------------------------------------
                                           Pierre-Olivier Beckers
                                           President and Chief Executive Officer










                                      S-1


<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and
officers of Etablissements Delhaize Freres et Cie "Le Lion" S.A. hereby
constitutes and appoints Pierre-Olivier Beckers and Craig Owens, and each of
them, his true and lawful attorney-in-fact and agent, with full power to act
without the other and with full power of substitution and resubstitution, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file with the Securities and Exchange
Commission and any state securities regulatory board or commission any documents
relating to the proposed issuance and registration of the securities offered
pursuant to this Registration Statement under the Securities Act, including any
and all amendments (including post-effective amendments and amendments thereto)
to this Registration Statement and any registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act, with all exhibits and any and all documents required to be filed
with respect thereto with any regulatory authority, 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 and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as he might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on May 29, 2002.

           SIGNATURE                                TITLE


    /s/ Gui De Vaucleroy                    Chairman of the Board
-------------------------------
        Gui de Vaucleroy

 /s/ Pierre-Olivier Beckers          President, Chief Executive Officer,
-------------------------------    Director (Principal Executive Officer)
     Pierre-Olivier Beckers

      /s/ Craig Owens                Chief Financial Officer (Principal
-------------------------------       Financial and Accounting Officer)
          Craig Owens

 /s/ R. William McCanless           Executive Vice President and Director
------------------------------- (Authorized Representative in the United States)
     R. William McCanless

      /s/ Roger Boin                              Director
-------------------------------
          Roger Boin

                                                  Director
-------------------------------
Arnaud de Pret Roose de Calesberg

/s/ Baron de Cooman d'Herlinckhove                Director
-------------------------------
Baron de Cooman d'Herlinckhove

    /s/ Marcel Degroof                            Director
-------------------------------
        Marcel Degroof

                                                  Director
-------------------------------
      Jacques Le Clercq

     /s/ Didier Smits                             Director
-------------------------------
         Didier Smits

 /s/ Philippe Stroobant                           Director
-------------------------------
     Philippe Stroobant

      /s/ Frans Vreys                             Director
-------------------------------
          Frans Vreys


                                      S-2

<PAGE>


  /s/ Hugh G. Farrington                          Director
-------------------------------
      Hugh G. Farrington

 /s/ William G. Ferguson             Executive Vice President and Director
-------------------------------
     William G. Ferguson

/s/ Richard Goblet d'Alviella                     Director
-------------------------------
   Richard Goblet d'Alviella

   /s/ Robert J. Murray                           Director
-------------------------------
       Robert J. Murray















                                      S-3





<PAGE>


                                INDEX TO EXHIBITS

         The following is a complete list of exhibits filed as part of this
Registration Statement:

EXHIBIT
NUMBER                               EXHIBIT
-------                              -------

 4.1     Articles of Association of the Registrant (English translation),
         effective May 23, 2002

 4.2     Form of Deposit Agreement among the Registrant, The Bank of New York
         and all holders from time to time of the Registrant's ADRs
         (incorporated by reference herein to Exhibit 4.1 of the Registrant's
         Registration Statement on Form F-4 filed with the Commission on
         March 23, 2001)

 4.3     Delhaize Group 2002 Stock Incentive Plan

 5       Opinion of Stibbe regarding validity of the Delhaize Group ordinary
         shares to be issued

23.1     Consent of Stibbe (included in the opinion filed as Exhibit 5 to this
         Registration Statement)

23.2     Consent of Deloitte & Touche Reviseurs d'Enterprises SC s.f.d. SCRL

24       Power of Attorney (included in the signature page of this Registration
         Statement)
[{"type": "S-8", "sequence": "1", "filename": "g76550sv8.txt", "description": "DELHAIZE BROTHERS AND CO. \"THE LION\" ESTABLISHMENT", "secsgml_size_bytes": 19752}]
{"company-data": {"conformed-name": "DELHAIZE BROTHERS & CO THE LION ESTABLISHMENT", "cik": "0000930309", "assigned-sic": "5411", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89292", "film-number": "02664637"}, "business-address": {"street1": "53 RUE OSSEGHEM", "street2": "RUE OSSEGHEM 53", "city": "BRUSSELS BELGIUM", "phone": "0113224122"}, "mail-address": {"street1": "53 RUE OSSEGHEM", "street2": "1080", "city": "BRUSSELS BELGIUM", "state": "NY", "zip": "10036"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 2002
                                                      REGISTRATION NO. 333-_____

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

              ETABLISSEMENTS DELHAIZE FRERES ET CIE "LE LION" S.A.
             (Exact Name of Registrant as specified in its charter)

                                DELHAIZE BROTHERS
                        AND CO. "THE LION" ESTABLISHMENT
                 (Translation of Registrant's Name into English)

            BELGIUM                                              98-0226019
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                 RUE OSSEGHEM 53
                            B-1080 BRUSSELS, BELGIUM
                                011-32-2-412-2111
          (Address, including zip code, of principal executive offices)

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

                    DELHAIZE GROUP 2002 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                              R. WILLIAM MCCANLESS
                             DELHAIZE AMERICA, INC.
                              2110 EXECUTIVE DRIVE
                                  P.O. BOX 1330
                         SALISBURY, NORTH CAROLINA 28145
                                 (704) 633-8250
 (Name, address and telephone number, including area code, of agent for service)

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

                                    Copy to:
                               J. STEVEN PATTERSON
                    AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
                           ROBERT S. STRAUSS BUILDING
                         1333 NEW HAMPSHIRE AVENUE, N.W.
                             WASHINGTON, D.C. 20036
                                 (202) 887-4000

================================================================================
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                                PROPOSED MAXIMUM         PROPOSED MAXIMUM      AMOUNT OF
           TITLE OF SECURITIES               AMOUNT TO BE        OFFERING PRICE         AGGREGATE OFFERING   REGISTRATION
           TO BE REGISTERED (1)             REGISTERED (2)    PER ORDINARY SHARE (3)           PRICE            FEE (3)
--------------------------------------------------------------------------------------------------------------------------
Ordinary Shares without nominal value,        5,000,000              $49.76              $248,800,000.00      $22,889.60
represented by American Depositary Shares       shares
==========================================================================================================================
(1) American Depositary Shares ("ADSs") issuable upon deposit of ordinary shares
    of the Registrant are registered under a separate registration statement on
    Form F-6 (Registration No. 333-13314). Each ADS evidenced by an American
    Depositary Receipt represents one ordinary share.

(2) This registration statement covers ordinary shares underlying ADSs issuable
    under the Delhaize Group 2002 Stock Incentive Plan.

(3) The fee is computed, in accordance Rule 457(h)(1) under the Securities Act
    of 1933, as amended (the "Securities Act"), based on the average of the high
    and low prices of the Registrant's ADSs reported on the New York Stock
    Exchange on May 23, 2002.
INTRODUCTORY STATEMENT

         Etablissements Delhaize Freres et Cie "Le Lion" S.A., a societe anonyme
organized under the laws of the Kingdom of Belgium (the "Registrant"), files
this registration statement on Form S-8 (this "Registration Statement") to
register the offer and sale of up to 5,000,000 ordinary shares represented by
ADSs in connection with the Delhaize Group 2002 Stock Incentive Plan (the
"Plan"). Each ADS represents one ordinary share without nominal value of the
Registrant. A separate registration statement on Form F-6 (Registration No.
333-13314) has been filed with the Securities and Exchange Commission (the
"Commission") registering the ADSs.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 have been or will be sent or given to each Plan participant as specified by
Rule 428(b)(1) under the Securities Act. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Commission
are incorporated herein by reference:

         (1) The Registrant's Annual Report on Form 20-F for the fiscal year
ended December 31, 2000, filed with the Commission on June 29, 2001;

         (2) The Registrant's Reports of Foreign Private Issuer on Form 6-K,
filed with the Commission on April 27, 2001; July 2, 2001; September 6, 2001;
October 26, 2001; December 17, 2001; December 27, 2001; January 10, 2002;
January 24, 2002; February 21, 2002; March 19, 2002; March 21, 2002; April 10,
2002; May 3, 2002; May 7, 2002; and May 28, 2002; and

         (3) The description of the Registrant's ordinary shares and the
Registrant's ADSs contained under the headings titled "Description of Delhaize
Group Ordinary Shares" and "Description of Delhaize Group American Depositary
Receipts" in the Registrant's Registration Statement on Form F-4, filed with the
Commission on March 23, 2001, as amended (Registration No. 333-13302).

         In addition to the foregoing, all documents subsequently filed by the
Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment indicating that all of the securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document that is also incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Belgian law, the directors of a company may be liable for damages
to the company in case of improper performance of their duties. The directors
may be liable to the Registrant and to third parties for infringement of the
Registrant's Articles of Association or Belgian company law. Under certain
circumstances, directors may be criminally liable. The Registrant maintains
liability insurance for the benefit of its directors and executive officers.

                                      II-1
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         A list of exhibits included as part of this Registration Statement is
set forth on the Exhibit Index which immediately precedes the exhibits and is
incorporated by reference herein.

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

             (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) 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
information to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant 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; and

             (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.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be

                                      II-2
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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Act and will be governed by the final adjudication of
such issue.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Brussels, Kingdom of Belgium, on May 29, 2002.

                                       ETABLISSEMENTS DELHAIZE FRERES
                                       ET CIE "LE LION" S.A.

                                       By: /s/ Pierre-Olivier Beckers
                                           -------------------------------------
                                           Pierre-Olivier Beckers
                                           President and Chief Executive Officer

                                      S-1
POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and
officers of Etablissements Delhaize Freres et Cie "Le Lion" S.A. hereby
constitutes and appoints Pierre-Olivier Beckers and Craig Owens, and each of
them, his true and lawful attorney-in-fact and agent, with full power to act
without the other and with full power of substitution and resubstitution, for
him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file with the Securities and Exchange
Commission and any state securities regulatory board or commission any documents
relating to the proposed issuance and registration of the securities offered
pursuant to this Registration Statement under the Securities Act, including any
and all amendments (including post-effective amendments and amendments thereto)
to this Registration Statement and any registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act, with all exhibits and any and all documents required to be filed
with respect thereto with any regulatory authority, 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 and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as he might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on May 29, 2002.

           SIGNATURE                                TITLE

    /s/ Gui De Vaucleroy                    Chairman of the Board
-------------------------------
        Gui de Vaucleroy

 /s/ Pierre-Olivier Beckers          President, Chief Executive Officer,
-------------------------------    Director (Principal Executive Officer)
     Pierre-Olivier Beckers

      /s/ Craig Owens                Chief Financial Officer (Principal
-------------------------------       Financial and Accounting Officer)
          Craig Owens

 /s/ R. William McCanless           Executive Vice President and Director
------------------------------- (Authorized Representative in the United States)
     R. William McCanless

      /s/ Roger Boin                              Director
-------------------------------
          Roger Boin

                                                  Director
-------------------------------
Arnaud de Pret Roose de Calesberg

/s/ Baron de Cooman d'Herlinckhove                Director
-------------------------------
Baron de Cooman d'Herlinckhove

    /s/ Marcel Degroof                            Director
-------------------------------
        Marcel Degroof

                                                  Director
-------------------------------
      Jacques Le Clercq

     /s/ Didier Smits                             Director
-------------------------------
         Didier Smits

 /s/ Philippe Stroobant                           Director
-------------------------------
     Philippe Stroobant

      /s/ Frans Vreys                             Director
-------------------------------
          Frans Vreys

                                      S-2
/s/ Hugh G. Farrington                          Director
-------------------------------
      Hugh G. Farrington

 /s/ William G. Ferguson             Executive Vice President and Director
-------------------------------
     William G. Ferguson

/s/ Richard Goblet d'Alviella                     Director
-------------------------------
   Richard Goblet d'Alviella

   /s/ Robert J. Murray                           Director
-------------------------------
       Robert J. Murray

                                      S-3
INDEX TO EXHIBITS

         The following is a complete list of exhibits filed as part of this
Registration Statement:

EXHIBIT
NUMBER                               EXHIBIT
-------                              -------

 4.1     Articles of Association of the Registrant (English translation),
         effective May 23, 2002

 4.2     Form of Deposit Agreement among the Registrant, The Bank of New York
         and all holders from time to time of the Registrant's ADRs
         (incorporated by reference herein to Exhibit 4.1 of the Registrant's
         Registration Statement on Form F-4 filed with the Commission on
         March 23, 2001)

 4.3     Delhaize Group 2002 Stock Incentive Plan

 5       Opinion of Stibbe regarding validity of the Delhaize Group ordinary
         shares to be issued

23.1     Consent of Stibbe (included in the opinion filed as Exhibit 5 to this
         Registration Statement)

23.2     Consent of Deloitte & Touche Reviseurs d'Enterprises SC s.f.d. SCRL

24       Power of Attorney (included in the signature page of this Registration
         Statement)