As filed with the Securities and Exchange Commission on October 1, 2001.

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                             KONINKLIJKE AHOLD N.V.
             (Exact name of Registrant as specified in its charter)


        The Netherlands             Albert Heijnweg 1         Not Applicable
(Jurisdiction of Incorporation       1507 EH Zaandam         (I.R.S. Employer
       or Organization)              The Netherlands        Identification No.)
                    (Address of Principal Executive Offices)

                 U.S. Foodservice 401(k) Retirement Savings Plan
                            (Full Title of the Plans)


                                Brian W. Hotarek
                               Ahold U.S.A., Inc.
                              14101 Newbrook Drive
                         Chantilly, Virginia 20151-2224
                                 (703) 961-6000
                      (Name, Address and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   Copies to:
                            Maureen S. Brundage, Esq.
                                White & Case LLP
                           1155 Avenue of the Americas
                            New York, New York 10036


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

==================================== ================= ==================== =================== ====================
                                                        Proposed maximum     Proposed maximum
     Title of securities to be         Amount to be       offering price    aggregate offering        Amount of
            registered                   registered         per share              price         registration fee
------------------------------------ ----------------- -------------------- ------------------- --------------------
<S>                                      <C>               <C>                <C>                  <C>
 Common Shares, par value EUR 0.25       300,000           $27.18(1)          $8,154,000 (1)       $2038.50 (1)
                                        Shares(1)
------------------------------------ ----------------- -------------------- ------------------- --------------------
       Interests in the Plan               (2)                 (2)                 (2)                  (2)
==================================== ================= ==================== =================== ====================
</TABLE>

(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(c) and Rule 457(h)  under the  Securities  Act of
     1933,  based upon the  average of the high and low sales  prices on the New
     York Stock  Exchange of American  Depositary  Shares (each  evidencing  one
     Common Share) of Koninklijke Ahold N.V. on September 27, 2001.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration  Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described  herein.
     Pursuant to Rule 457(h)(2), no registration fee is required with respect to
     such plan interests.



<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Pursuant  to the  requirements  of the  Note to Part I of Form S-8 and Rule
428(b)(1)  of the rules  under  the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), the information required by Part I of Form S-8 is included in
the Summary Plan  Description  dated October 1, 2001 distributed to participants
in the  U.S.  Foodservice  401(k)  Retirement  Savings  Plan  sponsored  by U.S.
Foodservice,   Inc.  (the  "Summary   Plan   Description").   The  Summary  Plan
Description,  together  with Item 3 of Part II of this  Registration  Statement,
constitutes a prospectus  within the meaning of Section 10(a) of the  Securities
Act.



<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following  documents filed by Koninklijke  Ahold N.V. (the "Company" or
the  "Registrant")  with  the  U.S.  Securities  and  Exchange  Commission  (the
"Commission") are incorporated by reference in this  Registration  Statement and
made a part hereof:

          (a) The Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 2000;

          (b) The  Company's  Reports  on Form 6-K  dated the  following  dates:
January 3, 2001 (announcing the acquisition of  PYA/Monarch);  January 25, 2001;
January 26, 2001;  February 21, 2001 (announcing the acquisition of supermarkets
from Grand Union and the  acquisition  of Parkway  Foodservice);  April 3, 2001;
April 4, 2001;  April 9, 2001;  June 13, 2001;  July 2, 2001; July 9, 2001; July
16, 2001; August 24, 2001; and September 4, 2001 (two reports); and

          (c) The description of the Registrant's capital stock contained in the
Registrant's   Registration   Statement  for  such  capital  stock  filed  under
Securities Exchange Act of 1934, as amended (the "Exchange Act"),  including any
amendment or report filed for the purpose of updating such description.

     All documents  subsequently  filed pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act by the Registrant that indicate they are  incorporated
by reference into this Registration Statement or by the Plan, in each case, that
are filed prior to the filing of a post-effective amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold  shall be deemed to be  incorporated  by  reference  into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any statement  contained herein or in a document all or a portion of
which is  incorporated  by  reference  herein  shall be deemed to be modified or
superceded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supercedes  such statement.  Any such statement so modified or superceded  shall
not be deemed,  except as so modified or superceded,  to constitute part of this
Registration Statement.


Item 4.  Description of Securities.

         Not Applicable

                                      II-1

<PAGE>

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable

Item 6.  Indemnification of Directors and Officers.

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

Item 7.  Exemption from Registration Claimed.

     Not Applicable

Item 8.  Exhibits

              Exhibit No.                   Description of Exhibit
              ----------                    -----------------------

                 4.1     Amended   Articles   of   Association   of   Registrant
                         (incorporated   by   reference  to  Exhibit  2  of  the
                         Registrant's Report on Form 6-K dated July 9, 2001).

                 4.2     Deposit  Agreement  dated as of January  20, 1998 among
                         the  Registrant,  The Bank of New York, as  depositary,
                         and all holders and beneficial owners from time to time
                         of  American  depositary  receipts  issued  thereunder,
                         including the form of the American  depositary receipts
                         (incorporated  by  reference  to  Exhibit  4-1  of  the
                         Registrant's Report on Form 6-K dated March 31, 1998).

                 5.1     The Registrant will submit or cause to be submitted the
                         U.S.  Foodservice 401(k) Retirement Savings Plan to the
                         Internal  Revenue  Service in a timely manner (and will
                         submit any amendments  thereto to the Internal  Revenue
                         Service in a timely  manner)  and will make all changes
                         requested by the Internal  Revenue  Service in order to
                         qualify the Plan under ERISA.

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

                 24      Powers of Attorney of certain officers and directors of
                         the  Company  (included  on pages II-6 and II-7 of this
                         Registration Statement).

                                      II-2
<PAGE>

Item 9.  Undertakings.

     (a) The undersigned Registrant, Koninklijke Ahold N.V., 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 of 1933;

               (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 percent  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  subparagraphs  (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 by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement;

          (2) that,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934 and each  filing of the Plan's  annual  report
pursuant  to  Section  15(d)  of the  Securities  Exchange  Act of 1934  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-3
<PAGE>

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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  Securities and Exchange
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-4

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 Zaandam, The Netherlands, on September 27, 2001.

                                   KONINKLIJKE AHOLD N.V.


                                   By:/s/C.H. van der Hoeven
                                      ---------------------------------------
                                      Name:  C.H. van der Hoeven
                                      Title: President of the Corporate
                                             Executive Board and Chief
                                             Executive Officer

                                      II-5

<PAGE>



                                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 do any and all acts and things and to
execute any and all  instruments  which they and each of them may deem necessary
or advisable to enable Koninklijke Ahold N.V. (the "Company") to comply with the
Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  and any rules,
regulations or  requirements of the U.S.  Securities and Exchange  Commission in
respect thereof, in connection with the registration under the Securities Act of
interests  in the U.S.  Foodservice  401(k)  Retirement  Savings Plan and Common
Shares of the Company  (represented by American Depositary Receipts) that may be
offered pursuant to the Plan,  including power and authority to sign his name in
any and all  capacities  (including  his capacity as a Director  and/or  Officer
and/or U.S.  Representative of the Company) to a Registration  Statement on Form
S-8, and to any and all amendments, including post-effective amendments, to such
Registration  Statement,  and to any and all  instruments or documents  filed as
part of or in  connection  with such  Registration  Statement or any  amendments
thereto;  and the  undersigned  hereby  ratifies  and  confirms  that  all  said
attorneys-in-fact  and agents,  or any of them, shall 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  below by the  following  persons  (who
comprise  a  majority  of the  Corporate  Executive  Board)  in  the  capacities
indicated on September 27, 2001

<TABLE>
<CAPTION>
                Signature                                             Title
                ---------                                             -----
<S>                                        <C>
/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/W.J. Grize                              Member  of the  Corporate  Executive  Board  and  Executive
---------------------------                Vice-President
 W.J. Grize

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

/s/J.L. Miller                             Member  of the  Corporate  Executive  Board  and  Executive
---------------------------                Vice-President
 J.L. Miller
</TABLE>

                                      II-6

<PAGE>
<TABLE>
<CAPTION>
<S>                                        <C>


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

/s/M.P.M. de Raad                          Member  of the  Corporate  Executive  Board  and  Executive
-------------------------                  Vice-President
 M.P.M. de Raad

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

/s/B.W. Hotarsk                            Authorized Representative in the United States
-------------------------
 B.W. Hotarek

</TABLE>

                                      II-7

<PAGE>



                                    THE PLAN

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  U.S.
Foodservice,  Inc., as Administrator of the U.S.  Foodservice  401(k) Retirement
Savings Plan, has duly caused this Registration Statement to be signed on behalf
of the  Plan by the  undersigned,  thereunto  duly  authorized,  in the  City of
Columbia, State of Maryland, on October 1, 2001.

                            U.S. FOODSERVICE 401(k) RETIREMENT
                            SAVINGS PLAN

                            By  U.S. FOODSERVICE, Inc., as Plan Administrator


                            By: /s/David M. Abramson
                                --------------------------------------------
                                David M. Abramson
                                Executive Vice President and General Counsel

                                      II-8

<PAGE>





EXHIBIT INDEX

Exhibit No.


4.1  Amended Articles of Association of Registrant (incorporated by reference to
     Exhibit 2 of the Registrant's Report on Form 6-K dated July 9, 2001).

4.2  Deposit  Agreement dated as of January 20, 1998 among the  Registrant,  The
     Bank of New York, as depositary, and all holders and beneficial owners from
     time to time of American depositary  receipts issued thereunder,  including
     the form of the American depositary receipts  (incorporated by reference to
     Exhibit 4-1 of the Registrant's Report Form 6-K dated March 31, 1998).

5.1  The  Registrant  will submit or cause to be submitted the U.S.  Foodservice
     401(k) Retirement  Savings Plan to the Internal Revenue Service in a timely
     manner  (and will submit any  amendments  thereto to the  Internal  Revenue
     Service in a timely  manner)  and will make all  changes  requested  by the
     Internal Revenue Service in order to qualify the Plan under ERISA.

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

24   Powers of  Attorney  of  certain  officers  and  directors  of the  Company
     (included on pages II-6 and II-7 of this Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "a805700_s8.txt", "secsgml_size_bytes": 20882}]
{"company-data": {"conformed-name": "ROYAL AHOLD", "cik": "0000869425", "assigned-sic": "5411", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70636", "film-number": "1750045"}, "business-address": {"street1": "ALBERT HEIJNWEG 1", "street2": "P O BOX 33", "city": "1500 EA ZAANDAM THE", "state": "P7"}, "mail-address": {"street1": "C/O WHITE & CASE LLP", "street2": "1155 AVENUE OF THE AMERICUS", "city": "NEW YORK", "state": "NY", "zip": "10036-2787"}, "former-company": {"former-conformed-name": "KONINKLIJKE AHOLD N V", "date-changed": "19931119"}}
As filed with the Securities and Exchange Commission on October 1, 2001.

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             KONINKLIJKE AHOLD N.V.
             (Exact name of Registrant as specified in its charter)

        The Netherlands             Albert Heijnweg 1         Not Applicable
(Jurisdiction of Incorporation       1507 EH Zaandam         (I.R.S. Employer
       or Organization)              The Netherlands        Identification No.)
                    (Address of Principal Executive Offices)

                 U.S. Foodservice 401(k) Retirement Savings Plan
                            (Full Title of the Plans)

                                Brian W. Hotarek
                               Ahold U.S.A., Inc.
                              14101 Newbrook Drive
                         Chantilly, Virginia 20151-2224
                                 (703) 961-6000
                      (Name, Address and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   Copies to:
                            Maureen S. Brundage, Esq.
                                White & Case LLP
                           1155 Avenue of the Americas
                            New York, New York 10036

                         CALCULATION OF REGISTRATION FEE
==================================== ================= ==================== =================== ====================
                                                        Proposed maximum     Proposed maximum
     Title of securities to be         Amount to be       offering price    aggregate offering        Amount of
            registered                   registered         per share              price         registration fee
------------------------------------ ----------------- -------------------- ------------------- --------------------
Common Shares, par value EUR 0.25       300,000           $27.18(1)          $8,154,000 (1)       $2038.50 (1)
                                        Shares(1)
------------------------------------ ----------------- -------------------- ------------------- --------------------
       Interests in the Plan               (2)                 (2)                 (2)                  (2)
==================================== ================= ==================== =================== ====================
(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(c) and Rule 457(h)  under the  Securities  Act of
     1933,  based upon the  average of the high and low sales  prices on the New
     York Stock  Exchange of American  Depositary  Shares (each  evidencing  one
     Common Share) of Koninklijke Ahold N.V. on September 27, 2001.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration  Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described  herein.
     Pursuant to Rule 457(h)(2), no registration fee is required with respect to
     such plan interests.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Pursuant  to the  requirements  of the  Note to Part I of Form S-8 and Rule
428(b)(1)  of the rules  under  the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), the information required by Part I of Form S-8 is included in
the Summary Plan  Description  dated October 1, 2001 distributed to participants
in the  U.S.  Foodservice  401(k)  Retirement  Savings  Plan  sponsored  by U.S.
Foodservice,   Inc.  (the  "Summary   Plan   Description").   The  Summary  Plan
Description,  together  with Item 3 of Part II of this  Registration  Statement,
constitutes a prospectus  within the meaning of Section 10(a) of the  Securities
Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed by Koninklijke  Ahold N.V. (the "Company" or
the  "Registrant")  with  the  U.S.  Securities  and  Exchange  Commission  (the
"Commission") are incorporated by reference in this  Registration  Statement and
made a part hereof:

          (a) The Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 2000;

          (b) The  Company's  Reports  on Form 6-K  dated the  following  dates:
January 3, 2001 (announcing the acquisition of  PYA/Monarch);  January 25, 2001;
January 26, 2001;  February 21, 2001 (announcing the acquisition of supermarkets
from Grand Union and the  acquisition  of Parkway  Foodservice);  April 3, 2001;
April 4, 2001;  April 9, 2001;  June 13, 2001;  July 2, 2001; July 9, 2001; July
16, 2001; August 24, 2001; and September 4, 2001 (two reports); and

          (c) The description of the Registrant's capital stock contained in the
Registrant's   Registration   Statement  for  such  capital  stock  filed  under
Securities Exchange Act of 1934, as amended (the "Exchange Act"),  including any
amendment or report filed for the purpose of updating such description.

     All documents  subsequently  filed pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act by the Registrant that indicate they are  incorporated
by reference into this Registration Statement or by the Plan, in each case, that
are filed prior to the filing of a post-effective amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold  shall be deemed to be  incorporated  by  reference  into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any statement  contained herein or in a document all or a portion of
which is  incorporated  by  reference  herein  shall be deemed to be modified or
superceded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supercedes  such statement.  Any such statement so modified or superceded  shall
not be deemed,  except as so modified or superceded,  to constitute part of this
Registration Statement.

Item 4.  Description of Securities.

         Not Applicable

                                      II-1
Item 5.  Interests of Named Experts and Counsel.

     Not Applicable

Item 6.  Indemnification of Directors and Officers.

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

Item 7.  Exemption from Registration Claimed.

     Not Applicable

Item 8.  Exhibits

              Exhibit No.                   Description of Exhibit
              ----------                    -----------------------

                 4.1     Amended   Articles   of   Association   of   Registrant
                         (incorporated   by   reference  to  Exhibit  2  of  the
                         Registrant's Report on Form 6-K dated July 9, 2001).

                 4.2     Deposit  Agreement  dated as of January  20, 1998 among
                         the  Registrant,  The Bank of New York, as  depositary,
                         and all holders and beneficial owners from time to time
                         of  American  depositary  receipts  issued  thereunder,
                         including the form of the American  depositary receipts
                         (incorporated  by  reference  to  Exhibit  4-1  of  the
                         Registrant's Report on Form 6-K dated March 31, 1998).

                 5.1     The Registrant will submit or cause to be submitted the
                         U.S.  Foodservice 401(k) Retirement Savings Plan to the
                         Internal  Revenue  Service in a timely manner (and will
                         submit any amendments  thereto to the Internal  Revenue
                         Service in a timely  manner)  and will make all changes
                         requested by the Internal  Revenue  Service in order to
                         qualify the Plan under ERISA.

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

                 24      Powers of Attorney of certain officers and directors of
                         the  Company  (included  on pages II-6 and II-7 of this
                         Registration Statement).

                                      II-2
Item 9.  Undertakings.

     (a) The undersigned Registrant, Koninklijke Ahold N.V., 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 of 1933;

               (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 percent  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  subparagraphs  (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 by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement;

          (2) that,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934 and each  filing of the Plan's  annual  report
pursuant  to  Section  15(d)  of the  Securities  Exchange  Act of 1934  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-3
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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  Securities and Exchange
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-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 Zaandam, The Netherlands, on September 27, 2001.

                                   KONINKLIJKE AHOLD N.V.

                                   By:/s/C.H. van der Hoeven
                                      ---------------------------------------
                                      Name:  C.H. van der Hoeven
                                      Title: President of the Corporate
                                             Executive Board and Chief
                                             Executive Officer

                                      II-5
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 do any and all acts and things and to
execute any and all  instruments  which they and each of them may deem necessary
or advisable to enable Koninklijke Ahold N.V. (the "Company") to comply with the
Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  and any rules,
regulations or  requirements of the U.S.  Securities and Exchange  Commission in
respect thereof, in connection with the registration under the Securities Act of
interests  in the U.S.  Foodservice  401(k)  Retirement  Savings Plan and Common
Shares of the Company  (represented by American Depositary Receipts) that may be
offered pursuant to the Plan,  including power and authority to sign his name in
any and all  capacities  (including  his capacity as a Director  and/or  Officer
and/or U.S.  Representative of the Company) to a Registration  Statement on Form
S-8, and to any and all amendments, including post-effective amendments, to such
Registration  Statement,  and to any and all  instruments or documents  filed as
part of or in  connection  with such  Registration  Statement or any  amendments
thereto;  and the  undersigned  hereby  ratifies  and  confirms  that  all  said
attorneys-in-fact  and agents,  or any of them, shall 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  below by the  following  persons  (who
comprise  a  majority  of the  Corporate  Executive  Board)  in  the  capacities
indicated on September 27, 2001
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/W.J. Grize                              Member  of the  Corporate  Executive  Board  and  Executive
---------------------------                Vice-President
 W.J. Grize

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

/s/J.L. Miller                             Member  of the  Corporate  Executive  Board  and  Executive
---------------------------                Vice-President
 J.L. Miller
II-6
/s/A.S. Noddle                             Member  of the  Corporate  Executive  Board  and  Executive
--------------------------                 Vice-President
 A.S. Noddle

/s/M.P.M. de Raad                          Member  of the  Corporate  Executive  Board  and  Executive
-------------------------                  Vice-President
 M.P.M. de Raad

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

/s/B.W. Hotarsk                            Authorized Representative in the United States
-------------------------
 B.W. Hotarek
II-7
THE PLAN

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  U.S.
Foodservice,  Inc., as Administrator of the U.S.  Foodservice  401(k) Retirement
Savings Plan, has duly caused this Registration Statement to be signed on behalf
of the  Plan by the  undersigned,  thereunto  duly  authorized,  in the  City of
Columbia, State of Maryland, on October 1, 2001.

                            U.S. FOODSERVICE 401(k) RETIREMENT
                            SAVINGS PLAN

                            By  U.S. FOODSERVICE, Inc., as Plan Administrator

                            By: /s/David M. Abramson
                                --------------------------------------------
                                David M. Abramson
                                Executive Vice President and General Counsel

                                      II-8
EXHIBIT INDEX

Exhibit No.

4.1  Amended Articles of Association of Registrant (incorporated by reference to
     Exhibit 2 of the Registrant's Report on Form 6-K dated July 9, 2001).

4.2  Deposit  Agreement dated as of January 20, 1998 among the  Registrant,  The
     Bank of New York, as depositary, and all holders and beneficial owners from
     time to time of American depositary  receipts issued thereunder,  including
     the form of the American depositary receipts  (incorporated by reference to
     Exhibit 4-1 of the Registrant's Report Form 6-K dated March 31, 1998).

5.1  The  Registrant  will submit or cause to be submitted the U.S.  Foodservice
     401(k) Retirement  Savings Plan to the Internal Revenue Service in a timely
     manner  (and will submit any  amendments  thereto to the  Internal  Revenue
     Service in a timely  manner)  and will make all  changes  requested  by the
     Internal Revenue Service in order to qualify the Plan under ERISA.

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

24   Powers of  Attorney  of  certain  officers  and  directors  of the  Company
     (included on pages II-6 and II-7 of this Registration Statement).