Registration No. 333-     
 
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
 
 
                             FORM S-8
 
                 REGISTRATION STATEMENT UNDER THE
                      SECURITIES ACT OF 1933
 
 
                        HANNAFORD BROS. CO.
         (Exact name of registrant as specified in its charter)
 
               Maine                             01-0085930
   (State or other jurisdiction of            (I.R.S. Employer
   incorporation or organization)            Identification No.)
 
   145 Pleasant Hill Road, Scarborough, Maine          04074  
    (Address of Principal Executive Offices)         (Zip Code)
 
 
 
            HANNAFORD BROS. CO. EMPLOYEE STOCK PURCHASE PLAN
                        (Full title of plan)
 
 
                       Charles H. Crockett
                     145 Pleasant Hill Road
                    Scarborough, Maine  04074
                          (207) 883-2911
       (Name, address and telephone number of agent for service)
 
 
                  CALCULATION OF REGISTRATION FEE
 
                                    Proposed     Proposed
 Title of                           Maximum      Maximum
 Securities                         Offering     Aggregate      Amount of
 to be             Amount to be     Price Per    Offering       Registra-
 Registered        Registered       Share*       Price*         tion Fee 
 
 Common Stock,    750,000 shares    $40.0000    $30,000,000     $9,090.91
 $.75 Par Value
 
   *Estimated solely for purposes of calculating the registration fee in
 accordance with Rule 457(h).  Reflects the average of the high and low
 prices reported for November 26, 1997.
 
  <PAGE>
 This Registration Statement is filed pursuant to Instruction E of Form S-8,
 for the purpose of registering additional shares of Common Stock of
 Hannaford Bros. Co. (the "Company") for issuance pursuant to the Hannaford
 Bros. Co. Employee Stock Purchase Plan (the "Plan").  The contents of
 Registration Statement No. 2-77902, as amended by 33-31624, are
 incorporated herein by reference.
 
 
                                PART II
 
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 
 Item 8.  Exhibits.
 
      The following additional exhibits are filed as part of this
 Registration Statement:
 
 5    Opinion, dated December 1, 1997, of Verrill & Dana, including the
 consent of such counsel.
 
 15   Letter of Coopers & Lybrand dated December 1, 1997.
 
 23.1 Consent of Coopers & Lybrand dated December 1, 1997.
 
 23.2 Consent of Verrill & Dana (included in Exhibit 5).
 
      (b)  The Registrant undertakes to submit the Plan and any amendment
 thereto to the Internal Revenue Service in a timely manner and has made or
 will make all changes required by the IRS in order to qualify the Plan.
 
 24   Powers of Attorney
 
  <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 Town of Scarborough, State of Maine, on   
 December 1, 1997.
 
 HANNAFORD BROS. CO.
 
 /s/Hugh G. Farrington        
 Hugh G. Farrington
 President,
 Chief Executive Officer,
 Director
 
       Pursuant to the requirements of the Securities Act of 1933, this
 Registration Statement has been signed by the following persons in the
 capacities and on the date(s) indicated.
 
 Signature                      Title                    Date
 
 /s/Hugh G. Farrington      President, Chief
                            Executive Officer,         December 1, 1997
                            Director
 
 /s/Blythe J. McGarvie      Senior Vice President,
                            Chief Financial Officer    December 1, 1997
 
 *Walter J. Salmon          Chairman of the Board                , 1997
 *Bruce G. Allbright        Director                             , 1997
 *Robert D. Bolinder        Director                             , 1997
 *William T. End            Director                             , 1997
 *James W. Gogan            Director                             , 1997
 *Richard K. Lochridge      Director                             , 1997
 *Renee M. Love             Director                             , 1997
  Claudine B. Malone        Director                             , 1997
 *Robert J. Murray          Director                             , 1997
 *David F. Sobey            Director                             , 1997
 *Robert L. Strickland      Director                             , 1997
 
 * By Andrew P. Geoghegan on the date indicated, as attorney-in-fact
 pursuant to a power of attorney filed as an exhibit to this Registration
 Statement.
 
  /s/ Andrew P. Geoghegan   Secretary                  December 1, 1997
  <PAGE>
 
 
 
                        HANNAFORD BROS. CO.
 
 
                             FORM S-8
 
 
                         INDEX TO EXHIBITS
 
 
 
 5    Opinion, dated December 1, 1997, of Verrill & Dana, including the
 consent of such counsel.
 
 15   Letter of Coopers & Lybrand dated December 1, 1997.
 
 23.1 Consent of Coopers & Lybrand dated December 1, 1997.
 
 23.2 Consent of Verrill & Dana (included in Exhibit 5).
 
 24   Powers of Attorney
 
 
  <PAGE>
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{"company-data": {"conformed-name": "HANNAFORD BROTHERS CO", "cik": "0000045379", "assigned-sic": "5411", "irs-number": "010085930", "state-of-incorporation": "ME", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41381", "film-number": "97731600"}, "business-address": {"street1": "145 PLEASANT HILL RD", "city": "SCARBOROUGH", "state": "ME", "zip": "04074", "phone": "2078832911"}}
Registration No. 333-     
 
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
 
 
                             FORM S-8
 
                 REGISTRATION STATEMENT UNDER THE
                      SECURITIES ACT OF 1933
 
 
                        HANNAFORD BROS. CO.
         (Exact name of registrant as specified in its charter)
 
               Maine                             01-0085930
   (State or other jurisdiction of            (I.R.S. Employer
   incorporation or organization)            Identification No.)
 
   145 Pleasant Hill Road, Scarborough, Maine          04074  
    (Address of Principal Executive Offices)         (Zip Code)
 
 
 
            HANNAFORD BROS. CO. EMPLOYEE STOCK PURCHASE PLAN
                        (Full title of plan)
 
 
                       Charles H. Crockett
                     145 Pleasant Hill Road
                    Scarborough, Maine  04074
                          (207) 883-2911
       (Name, address and telephone number of agent for service)
 
 
                  CALCULATION OF REGISTRATION FEE
 
                                    Proposed     Proposed
 Title of                           Maximum      Maximum
 Securities                         Offering     Aggregate      Amount of
 to be             Amount to be     Price Per    Offering       Registra-
 Registered        Registered       Share*       Price*         tion Fee 
 
 Common Stock,    750,000 shares    $40.0000    $30,000,000     $9,090.91
 $.75 Par Value
 
   *Estimated solely for purposes of calculating the registration fee in
 accordance with Rule 457(h).  Reflects the average of the high and low
 prices reported for November 26, 1997.
This Registration Statement is filed pursuant to Instruction E of Form S-8,
 for the purpose of registering additional shares of Common Stock of
 Hannaford Bros. Co. (the "Company") for issuance pursuant to the Hannaford
 Bros. Co. Employee Stock Purchase Plan (the "Plan").  The contents of
 Registration Statement No. 2-77902, as amended by 33-31624, are
 incorporated herein by reference.
 
 
                                PART II
 
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 
 Item 8.  Exhibits.
 
      The following additional exhibits are filed as part of this
 Registration Statement:
 
 5    Opinion, dated December 1, 1997, of Verrill & Dana, including the
 consent of such counsel.
 
 15   Letter of Coopers & Lybrand dated December 1, 1997.
 
 23.1 Consent of Coopers & Lybrand dated December 1, 1997.
 
 23.2 Consent of Verrill & Dana (included in Exhibit 5).
 
      (b)  The Registrant undertakes to submit the Plan and any amendment
 thereto to the Internal Revenue Service in a timely manner and has made or
 will make all changes required by the IRS in order to qualify the Plan.
 
 24   Powers of Attorney
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 Town of Scarborough, State of Maine, on   
 December 1, 1997.
 
 HANNAFORD BROS. CO.
 
 /s/Hugh G. Farrington        
 Hugh G. Farrington
 President,
 Chief Executive Officer,
 Director
 
       Pursuant to the requirements of the Securities Act of 1933, this
 Registration Statement has been signed by the following persons in the
 capacities and on the date(s) indicated.
 
 Signature                      Title                    Date
 
 /s/Hugh G. Farrington      President, Chief
                            Executive Officer,         December 1, 1997
                            Director
 
 /s/Blythe J. McGarvie      Senior Vice President,
                            Chief Financial Officer    December 1, 1997
 
 *Walter J. Salmon          Chairman of the Board                , 1997
 *Bruce G. Allbright        Director                             , 1997
 *Robert D. Bolinder        Director                             , 1997
 *William T. End            Director                             , 1997
 *James W. Gogan            Director                             , 1997
 *Richard K. Lochridge      Director                             , 1997
 *Renee M. Love             Director                             , 1997
  Claudine B. Malone        Director                             , 1997
 *Robert J. Murray          Director                             , 1997
 *David F. Sobey            Director                             , 1997
 *Robert L. Strickland      Director                             , 1997
 
 * By Andrew P. Geoghegan on the date indicated, as attorney-in-fact
 pursuant to a power of attorney filed as an exhibit to this Registration
 Statement.
 
  /s/ Andrew P. Geoghegan   Secretary                  December 1, 1997
HANNAFORD BROS. CO.
 
 
                             FORM S-8
 
 
                         INDEX TO EXHIBITS
 
 
 
 5    Opinion, dated December 1, 1997, of Verrill & Dana, including the
 consent of such counsel.
 
 15   Letter of Coopers & Lybrand dated December 1, 1997.
 
 23.1 Consent of Coopers & Lybrand dated December 1, 1997.
 
 23.2 Consent of Verrill & Dana (included in Exhibit 5).
 
 24   Powers of Attorney