<PAGE>   1

         As filed with the Securities and Exchange Commission on July 5, 2001

                                                      Registration No. 333-_____

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

                       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)

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

              PROFIT-SHARING AND RETIREMENT PLAN OF FOOD LION, LLC
                            (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:
                            Michael E. Dillard, P.C.
                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                               1700 Pacific Avenue
                                   Suite 4100
                               Dallas, Texas 75201
                                 (214) 969-2800

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


<PAGE>   2

<TABLE>
<CAPTION>

                                              CALCULATION OF REGISTRATION FEE

===============================================================================================================================
                                                                    Proposed Maximum        Proposed Maximum        Amount of
                                                 Amount to be        Offering Price        Aggregate Offering      Registration
   Title of Securities to be Registered (1)     Registered (1)        Per ADS (2)               Price (2)             Fee (3)
-------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                 <C>                  <C>                     <C>
American Depositary Shares ("ADSs"),
evidenced by American Depositary Receipts
("ADRs"), each ADS representing one             2,000,000 ADSs           $57.37                $114,740,000         $11,862.68
Ordinary Share without nominal value
===============================================================================================================================
</TABLE>

(1)      Pursuant to Rule 416(c) promulgated under the Securities Act of 1933,
         as amended (the "Securities Act"), this Registration Statement also
         covers an indeterminate amount of interests to be offered or sold
         pursuant to the Profit-Sharing and Retirement Plan of Food Lion, LLC
         (the "Plan"). Pursuant to Rule 457(h)(2) under the Securities Act, no
         registration fee is required with respect to such interests in the
         Plan.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) and (c) under the Securities Act based on the
         average of the high and low prices of the ADSs reported on the New York
         Stock Exchange on July 3, 2001.

(3)      Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby
         offsets the $28,685.00 registration fee required in connection with
         this Registration Statement by $16,822.32 of the filing fee (relating
         to securities offered that remain unsold) remitted by Hannaford Bros.
         Co., a subsidiary of the Registrant ("Hannaford"), in connection with
         Hannaford's registration statement on Form S-8 (Registration No.
         333-53109) filed on May 20, 1998.


<PAGE>   3


                             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 2,000,000 American Depositary Shares ("ADSs"), evidenced by American
Depositary Receipts ("ADRs"), of the Registrant to be offered under the
Profit-Sharing and Retirement Plan of Food Lion, LLC (the "Plan"). Each ADS
represents one ordinary share, without nominal value, of the Registrant.

                                     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>   4


                                     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 Securities and
Exchange Commission (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 Report of Foreign Private Issuer on Form 6-K,
filed with the Commission on July 2, 2001;

         (3) The Registrant's Report of Foreign Private Issuer on Form 6-K,
filed with the Commission on April 27, 2001; and

         (4) 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>   5

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.

         The Registrant hereby undertakes that it will submit or has submitted
the Profit-Sharing and Retirement Plan of Food Lion, LLC and any amendments
thereto to the Internal Revenue Service (the "IRS") in a timely manner and has
made or will make all changes required by the IRS in order to qualify such plans
under Section 401 of the Internal Revenue Code of 1986, as amended.

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; 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 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.





                                      II-2
<PAGE>   6

         (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>   7

                                   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 July 5, 2001.

                                       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>   8
                                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 Jean-Claude Coppieters 't
Wallant, 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 July 5, 2001.

              Signature                                  Title
              ---------                                  -----

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


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


/s/ Jean-Claude Coppieters 't Wallant      Chief Financial Officer (Principal
-------------------------------------       Financial and Accounting Officer)
  Jean-Claude Coppieters 't Wallant


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


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


                                                        Director
         --------------------
           Raymond-Max Boon


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


                                                        Director
          ------------------
            Marcel Degroof


        /s/ Jacques Le Clercq                           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>   9

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



       /s/ William G. Ferguson                                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>   10

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Benefit Plan Committee of the Board of Directors of Delhaize America, Inc.,
a wholly-owned subsidiary of the Registrant, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Salisbury, State of North Carolina, on July 5, 2001.

                                       PROFIT-SHARING AND RETIREMENT PLAN OF
                                       FOOD LION, LLC



                                       By: /s/ Patricia G. Fulcher
                                           -------------------------------------
                                           Patricia G. Fulcher
                                           Member of the Benefit Plan Committee
                                           of the Board of Directors of
                                           Delhaize America, Inc.







                                      S-4
<PAGE>   11
                                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) (incorporated by reference herein to Exhibit 1.1
                  of the Registrant's Annual Report on Form 20-F filed with the
                  Commission on June 29, 2001)

        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       Profit-Sharing and Retirement Plan of Food Lion, LLC

        23        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": "g70258s-8.txt", "description": "DELHAIZE BROTHERS AND CO.", "secsgml_size_bytes": 21348}]
{"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": "333-64638", "film-number": "1675511"}, "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"}}
1

         As filed with the Securities and Exchange Commission on July 5, 2001

                                                      Registration No. 333-_____

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

                       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)

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

              PROFIT-SHARING AND RETIREMENT PLAN OF FOOD LION, LLC
                            (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:
                            Michael E. Dillard, P.C.
                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                               1700 Pacific Avenue
                                   Suite 4100
                               Dallas, Texas 75201
                                 (214) 969-2800

                              --------------------
2
CALCULATION OF REGISTRATION FEE

===============================================================================================================================
                                                                    Proposed Maximum        Proposed Maximum        Amount of
                                                 Amount to be        Offering Price        Aggregate Offering      Registration
   Title of Securities to be Registered (1)     Registered (1)        Per ADS (2)               Price (2)             Fee (3)
-------------------------------------------------------------------------------------------------------------------------------
American Depositary Shares ("ADSs"),
evidenced by American Depositary Receipts
("ADRs"), each ADS representing one             2,000,000 ADSs           $57.37                $114,740,000         $11,862.68
Ordinary Share without nominal value
===============================================================================================================================
(1)      Pursuant to Rule 416(c) promulgated under the Securities Act of 1933,
         as amended (the "Securities Act"), this Registration Statement also
         covers an indeterminate amount of interests to be offered or sold
         pursuant to the Profit-Sharing and Retirement Plan of Food Lion, LLC
         (the "Plan"). Pursuant to Rule 457(h)(2) under the Securities Act, no
         registration fee is required with respect to such interests in the
         Plan.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) and (c) under the Securities Act based on the
         average of the high and low prices of the ADSs reported on the New York
         Stock Exchange on July 3, 2001.

(3)      Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby
         offsets the $28,685.00 registration fee required in connection with
         this Registration Statement by $16,822.32 of the filing fee (relating
         to securities offered that remain unsold) remitted by Hannaford Bros.
         Co., a subsidiary of the Registrant ("Hannaford"), in connection with
         Hannaford's registration statement on Form S-8 (Registration No.
         333-53109) filed on May 20, 1998.
3

                             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 2,000,000 American Depositary Shares ("ADSs"), evidenced by American
Depositary Receipts ("ADRs"), of the Registrant to be offered under the
Profit-Sharing and Retirement Plan of Food Lion, LLC (the "Plan"). Each ADS
represents one ordinary share, without nominal value, of the Registrant.

                                     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
4

                                     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 Securities and
Exchange Commission (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 Report of Foreign Private Issuer on Form 6-K,
filed with the Commission on July 2, 2001;

         (3) The Registrant's Report of Foreign Private Issuer on Form 6-K,
filed with the Commission on April 27, 2001; and

         (4) 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
5

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.

         The Registrant hereby undertakes that it will submit or has submitted
the Profit-Sharing and Retirement Plan of Food Lion, LLC and any amendments
thereto to the Internal Revenue Service (the "IRS") in a timely manner and has
made or will make all changes required by the IRS in order to qualify such plans
under Section 401 of the Internal Revenue Code of 1986, as amended.

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; 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 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.

                                      II-2
6

         (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
7

                                   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 July 5, 2001.

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

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

                                      S-1
8
                                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 Jean-Claude Coppieters 't
Wallant, 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 July 5, 2001.

              Signature                                  Title
              ---------                                  -----

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

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

/s/ Jean-Claude Coppieters 't Wallant      Chief Financial Officer (Principal
-------------------------------------       Financial and Accounting Officer)
  Jean-Claude Coppieters 't Wallant

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

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

                                                        Director
         --------------------
           Raymond-Max Boon

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

                                                        Director
          ------------------
            Marcel Degroof

        /s/ Jacques Le Clercq                           Director
        ---------------------
          Jacques Le Clercq

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

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

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

                                      S-2
9

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

       /s/ William G. Ferguson                                Director
       -----------------------
         William G. Ferguson

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

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

                                      S-3
10

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Benefit Plan Committee of the Board of Directors of Delhaize America, Inc.,
a wholly-owned subsidiary of the Registrant, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Salisbury, State of North Carolina, on July 5, 2001.

                                       PROFIT-SHARING AND RETIREMENT PLAN OF
                                       FOOD LION, LLC

                                       By: /s/ Patricia G. Fulcher
                                           -------------------------------------
                                           Patricia G. Fulcher
                                           Member of the Benefit Plan Committee
                                           of the Board of Directors of
                                           Delhaize America, Inc.

                                      S-4
11
                                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) (incorporated by reference herein to Exhibit 1.1
                  of the Registrant's Annual Report on Form 20-F filed with the
                  Commission on June 29, 2001)

        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       Profit-Sharing and Retirement Plan of Food Lion, LLC

        23        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)