<PAGE>
<PAGE>






  As filed with the Securities and Exchange Commission on 
  December 4, 1995

                                     Registration   No.       33-
                                     __________

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                                 Form S-8
     Registration Statements Under the Securities Act of 1933

                            GIANT  FOOD  INC.
      (Exact Name of Registrant as Specified in Its Charter)

                                 Delaware
  (State or Other Jurisdiction of Incorporation or Organization)

                               53-0073545
               (I.R.S. Employer Identification No.)

                           6300 Sheriff Road
                       Landover, Maryland 20785
              (Address of Principal Executive Office)

                          GIANT  FOOD  INC.
              1989 NON-QUALIFIED STOCK OPTION PLAN
                       (Full Title of Plan)

                     Wayne K. Johnson, Esquire
               Jorden Burt Berenson & Johnson LLP
               1025 Thomas Jefferson Street, N.W.
                            Suite 400-E
                       Washington, D.C. 20007
              (Name and Address of Agent for Service)
                         (202)   965-8100
    (Telephone  Number,   Including  Area  Code,  of   Agent  for
  Service)

  <TABLE>
  <CAPTION>
                    Calculation of Registration Fee
  <C>             <C>             <C>          <C>              <C>
                                  Proposed     Proposed
  Title of                        Maximum      Maximum
  Securities      Amount          Offering     Aggregate        Amount of
  to be           to be           Price Per    Offering         Registration
  Registered      Registered      Unit/1/      Price            Fee

  Common          2,500,000       $33.625      $84,062,500      $28,987
  Stock A         shares

          <PAGE>
<PAGE>






  Non-Voting
  </TABLE>

  /1/ Pursuant  to Rule  457 under  the Securities  Act of  1933,
  this amount  is calculated based  upon the average  of the high
  and low  prices  reported on  the  American Stock  Exchange  on
  November 29, 1995.
                            ___________________

  The registration statement shall hereafter  become effective in
  accordance  with  the   provisions  of  Section  8(a)   of  the
  Securities Act of 1933 and general instruction D to Form S-8.



                              Explanatory Note

          The   Form  S-8  prospectus   herein  incorporates  the
  contents  of an  earlier  Registration  Statement on  Form  S-8
  (File   No.  33-33049).     The  purpose   of  this   Form  S-8
  Registration  Statement is to  register an additional 2,500,000
  shares  which have  been reserved for  issuance under the Giant
  Food  Inc. 1989  Non-Qualified  Stock Option  Plan.   A revised
  reoffer prospectus, which  is prepared in accordance  with Part
  I of Form S-3, is included herewith.




























          <PAGE>
<PAGE>






            THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS 
             COVERING SECURITIES THAT HAVE BEEN REGISTERED 
             UNDER THE SECURITIES ACT OF 1933, AS AMENDED



                             GIANT FOOD INC.

                             5,000,000 Shares
                          COMMON STOCK A NON-VOTING
                            ($1.00 par value)

                          ______________________

          The  5,000,000  shares  of Non-Voting  Common  Stock  A
  ("Common Stock") offered  hereby will be sold  by officers  and
  directors  of the  Company  who may  be  deemed affiliates  and
  associates  of the  Giant Food  Inc.  (the "Company")  acquired
  upon the exercise  of options granted under  the Company's 1989
  Non-Qualified Plan  (the "Non-Qualified Plan"  or "Plan").   Of
  the aggregate 5,000,000  reserved for issuance under  the Plan,
  2,500,000  were previously  registered in  1990.   To date, the
  total number of  shares offered  in this reoffer  prospectus by
  affiliates  and associates  is not  ascertainable; however,  it
  shall not exceed 5,000,000  shares, unless the Plan is amended.
  (See "Selling Stockholders").

          Such  shares will  be sold  in the  regular way  on the
  American,  Philadelphia  or Pacific  Stock  Exchanges,  at  the
  prices  prevailing  at   the  time  of  such  sales,   and  the
  commissions payable will be the  regular commissions of brokers
  for effecting  such sales.   The  net proceeds  to the  Selling
  Stockholders  will be the proceeds  received by  them upon such
  sales less such brokerage commissions.

          The outstanding  shares of  Common Stock are  listed on
  the American,  Philadelphia and Pacific  Stock Exchanges.   The
  high  and  low price  of  the  Company's  Common  Stock on  the
  American Stock  Exchange on November  29, 1995 (as reported  by
  The Wall Street Journal), was $34 and $33.25, respectively.  

                              ______________________


  THESE SECURITIES HAVE  NOT BEEN APPROVED OR DISAPPROVED BY THE 
    SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION 
   PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
      REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The Date of this Prospectus is December 4, 1995



          <PAGE>
<PAGE>






                         AVAILABLE INFORMATION


          The Company is  subject to the  informational reporting
  requirements  of the  Securities  Exchange Act  of 1934  and in
  accordance therewith files reports  and other information  with
  the  Securities   and   Exchange   Commission.      Information
  concerning    directors    and   executive    officers,   their
  remuneration and  options granted  to them is  disclosed in the
  Company's  Annual   Report  on   Form  10-K   and  in   certain
  Registration Statements  filed with  the SEC.   Reports,  proxy
  statements and other information pertaining  to the Company can
  be inspected at  the public reference facilities  maintained by
  the SEC at 450 5th  Street, N.W., Washington, D.C. 20549 and at
  the SEC's  regional office at  Seven World  Trade Center,  13th
  Floor, New  York, New York  10048 and 500  West Madison Street,
  Chicago,  Illinois  60604.   Copies  of  such material  can  be
  obtained at prescribed rates from  the Public Reference Section
  of the SEC, 450 5th Street, N.W., Washington D.C. 20549.

          The  Company   has   filed  with   the   Commission   a
  registration statement  on Form S-8  (herein together with  all
  amendments  and  exhibits,  referred  to  as the  "Registration
  Statement") under the Securities  Act of 1933, as  amended (the
  "Securities  Act")  with  respect to  the  Common  Stock  being
  offered pursuant to  this Prospectus. This Prospectus  does not
  contain  all the  information  set  forth in  the  Registration
  Statement, certain  parts of  which are  omitted in  accordance
  with  the  rules  and  regulations  of  the  Commission.    The
  Registration  Statement may  be  inspected  and copied  at  the
  public  reference facilities  maintained by  the Commission  at
  the   addresses  set   forth   in   the  preceding   paragraph.
  Statements  contained herein  concerning the  provisions of any
  document are  not necessarily complete  and, in each  instance,
  reference is  made to the  copy of  such document  filed as  an
  exhibit to the  Registration Statement or otherwise  filed with
  the  Commission.   Each  such  statement  is qualified  in  its
  entirety by such reference.

          The outstanding  shares of  Common Stock are  listed on
  the American, Philadelphia and  Pacific Stock Exchanges,  where
  reports, proxy statements and other information concerning  the
  Company can be inspected.  

                  DOCUMENTS INCORPORATED BY REFERENCE

          The following documents previously filed by the Company
  with the Commission under the Exchange  Act are incorporated by
  reference:   (i) the Company's  Annual Report on  Form 10-K for
  the fiscal year ended February  25, 1995 and those  portions of
  the  Company's Annual  Report  to Shareholders  incorporated by
  reference  therein;  (ii)  all reports  filed  by  the  Company

          <PAGE>
<PAGE>






  pursuant to Section  13 or 15(d) of the Securities Exchange Act
  of  1934   since  February  25,   1995;  (iii)  the   Company's
  Registration  Statement   on  Form  10  under   the  Securities
  Exchange Act of 1934 and  all amendments thereto; and  (iv) all
  reports filed by  the Company pursuant  to Sections  13, 14  or
  15(d) of the  Securities Exchange Act of 1934 subsequent to the
  date of  this Prospectus.   Copies of  the foregoing  documents
  without   exhibits  (unless   such   exhibit  is   specifically
  incorporated  by  reference  herein)  may  be obtained  without
  charge  upon written or  oral request  communicated to  the Law
  Department, c/o Giant  Food Inc., 6300 Sheriff  Road, Landover,
  Maryland 20785 (Telephone 301/341-4100).

                              THE COMPANY

          The Company, together with its subsidiaries, operate  a
  chain of  supermarkets selling, at  retail, food, pharmacy  and
  general merchandise  in  Washington, D.C.,  Maryland,  Virginia
  and Delaware.  The Company's  supermarkets are all self-service
  and  offer a  full  line  of nationally  advertised  groceries,
  meat,  produce,  dairy  products,  seafood,  tobacco,  flowers,
  prepared foods and household and non-food items.   The majority
  of the Company's stores are  located in shopping centers.   The
  Company also operates freestanding drug stores.

          The Company's  principal executive offices  are located
  at 6300  Sheriff  Road,  Landover,  Maryland  20785,  Telephone
  (301) 341-4100.

                        SELLING STOCKHOLDERS

          The  table  below  sets  forth the  names  and  present
  positions  held by  the present  Selling  Stockholders, all  of
  whose addresses  are c/o  Giant Food Inc.,  6300 Sheriff  Road,
  Landover,  Maryland 20785.   Further information concerning the
  Selling Stockholders, their remuneration, the  number of shares
  of the Company's Common  Stock owned  beneficially by them  and
  the number  of options  granted to  them, is  disclosed in  the
  Company's Annual  Report on  Form 10-K.   The  shares that  the
  Selling  Stockholders may  offer from  time to  time are shares
  acquired or  to  be  acquired  by them  upon  the  exercise-of-
  options that have been  or may in the future be granted to them
  by  the  Company pursuant  to  its Non-Qualified  Plan.   While
  approximately  1,541  persons  hold  options  to  purchase  the
  Company's Common Stock under the  Company's Plan, the following
  table  lists  only those  persons  holding options  who  may be
  deemed  to be  (without necessarily  admitting  that they  are)
  "affiliates" or "associates" of the Company  by reason of their
  positions  with  the Company.    In the  event  that additional
  shares  are issued  pursuant  to future  stock splits  or stock
  dividends, the  number of shares which may be acquired pursuant
  to  each option  shall be  increased proportionately.    In the

          <PAGE>
<PAGE>






  future, additional  persons not identified  in the table  below
  may  become  Selling  Stockholders.    Under the  Non-Qualified
  Plan, not  more than 5,000,000  shares (as may  be adjusted for
  future  dividends  or  stock splits)  can  be  optioned in  the
  aggregate to officers and key employees of the Company,  unless
  the Plan is amended.  

  <TABLE>
  <CAPTION>
  Name                             Present Position With The Company
  _____                            __________________________________
  <S>                              <C>
  Estate of Israel Cohen
  Pete L. Manos                    President 
  David B Sykes                    Senior  Vice-President-Finance,  Secretary  and
                                   Treasurer
  Alvin Dobbin                     Senior Vice-President-Operations
  David N. Freedman                Senior Vice President-Corporate Facilities
  Roger D. Olson                   Senior    Vice-President-Labor    Relations   &
                                   Personnel
  David W. Rutstein                Senior Vice-President-General Counsel
  Robert W. Schoening              Senior Vice-President-Information Systems
  Samuel E. Thurston               Senior Vice-President-Distribution
  Michael J. Bush                  Vice-President-Real Estate
  Winston doCarmo                  Vice-President-Personnel
  Russell B. Fair                  Vice President-Pharmacy Operations
  James L. Frazetti                Vice President-Food Store Operations
  Terry A. Gans                    Vice-President-Advertising and Sales Promotion
  George W. Hannis, Jr.            Vice-President-Dairy,  Deli, Meat  and  Seafood
                                   Operations
  M. Davis Herriman                Vice-President-Grocery Operations
  David A. Larson                  Vice-President-Manufacturing
  Albert J. Lechert, Jr.           Vice-President-Construction
  Odonna Mathews                   Vice-President-Consumer Affairs
  Stephen L. Oseroff               Vice-President-Shopping Centers
  M. David Richman                 Vice-President-Quality Assurance 
  Barry F. Scher                   Vice-President- Public Affairs 
  Anthony E. Dahm                  Controller

  </TABLE>
          At October 31, 1995 (except where otherwise indicated),
  the shares  that the Selling  Stockholders own and  that may be
  offered  from time to time and  shares acquirable upon exercise
  of options granted to them by the Company pursuant to  its Non-
  Qualified Plan are as follows. 

  <TABLE>
  <CAPTION>
                                                            Acquirable
                                   Shares    Shares that    Upon Exercise
  Name of Stockholder              Owned(1)  May be Sold    Options          Owned


          <PAGE>
<PAGE>






  <S>                              <C>          <C>              <C>
  Estate of 
    Israel Cohen(2)                2,806,769    -0-            107,500
  Pete L. Manos                      101,559    -0-             77,500
  David B Sykes                      234,356    -0-             62,500
  Alvin Dobbin                       132,669    -0-             38,500
  David N. Freedman                  113,265    -0-             38,500
  Roger D. Olson                      73,922    -0-             38,500
  David W. Rutstein(2)               117,709    -0-             38,500
  Robert W. Schoening                 51,000    -0-             38,500
  Samuel E. Thurston                 101,860    -0-             38,500
  Michael J. Bush                     36,911    -0-             32,500
  Winston doCarmo                     48,491    -0-             32,500
  Russell B. Fair                     27,975    -0-             31,000
  James L. Frazetti                   25,021  1,800             10,800
  Terry A. Gans                       71,327    -0-             32,500
  George W. Hannis, Jr.               66,775    -0-             32,500
  M. Davis Herriman                   62,855    -0-             32,500
  David A. Larson                     54,699    -0-             32,500
  Albert J. Lechert, Jr.              52,548    -0-             32,500
  Odonna Mathews                      53,415    -0-             32,500
  Stephen L. Oseroff                  51,039    -0-             32,500
  M. David Richman                    63,189    -0-             32,500
  Barry F. Scher                      37,428    -0-             32,500
  Anthony E. Dahm                      8,265    -0-              8,700

  </TABLE>

  (1)     Includes  shares  held   of  record  and  beneficially,
          certain of which are held indirectly.
  (2)     Mr. David  Rutstein and  Ms. Lillian Cohen  Solomon are
          the  personal representatives  of the Estate  of Israel
          Cohen  and, as such,  may be deemed  to have beneficial
          ownership  of  the  Estate's shares  under  the Federal
          Securities Laws.  Mr. Rutstein and Ms. Solomon disclaim
          beneficial ownership of the Estate's shares.


                            PLAN OF DISTRIBUTION

          The Selling  Stockholders may  from time to  time offer
  all or  part of the shares  acquired by them upon  the exercise
  of options  granted or to be granted to  them by the Company in
  the regular way on the American,  Philadelphia or Pacific Stock
  Exchanges.  The  Company will pay all expenses of preparing and
  reproducing this Prospectus,  but will not receive  any part of
  the  proceeds of  the sale  of any  such shares.    The Selling
  Stockholders  will  pay the  brokerage  commissions  charged to
  sellers in connection with sales.




          <PAGE>
<PAGE>






                                   EXPERTS

          The  consolidated   financial  statements  incorporated
  herein by reference to the Annual Report  on Form 10-K of Giant
  Food Inc.  for the  year ended February  25, 1995 have  been so
  incorporated  in reliance  on the  report  of Price  Waterhouse
  LLP, independent  accountants, given on  the authority of  said
  firm as experts in auditing and accounting.

                              LEGAL OPINIONS

          Legal  matters  in  connection  with the  Common  Stock
  offered hereby are  being passed upon by Jorden Burt Berenson &
  Johnson LLP, 1025  Thomas Jefferson Street, N.W.,  Suite 400-E,
  Washington, D.C. 20007.  

                             INDEMNIFICATION

          Pursuant  to  paragraph 47  of  the  Company's By-Laws,
  every  director  or  officer  shall   be  indemnified  for  any
  expenses reasonably  incurred  in connection  with any  action,
  suit or proceeding  unless found to be liable for negligence or
  misconduct.     Insofar  as  indemnification   for  liabilities
  arising under  the of 1933  Act may be  permitted to directors,
  officers or  persons controlling  the Company  pursuant to  the
  foregoing provisions,  the Company  has been  informed that  in
  the  opinion of the SEC  such indemnification is against public
  policy  as  expressed   in  the  1933  Act   and  is  therefore
  unenforceable.


          No  dealer,  salesman  or  any other  person  has  been
  authorized by  the Company to  give any information  or to make
  any  representation   other  than  those   contained  in   this
  Prospectus  in connection  with  the  offer contained  in  this
  Prospectus.   This Prospectus does  not constitute an  offering
  of  any securities  other  than  the  shares of  the  Company's
  Common Stock  specifically offered hereby  nor of those  shares
  in any jurisdiction  in which such offering may not lawfully be
  made.    Neither  the  delivery  of  this  Prospectus  nor  any
  exchange   or   sale    made   hereunder   shall,   under   any
  circumstances, create  any implication that  there has been  no
  change in the facts herein set forth since the date hereof.










          <PAGE>
<PAGE>






  <TABLE>
  <CAPTION>
                                 TABLE OF CONTENTS


  <S>                                                            <C>
                                                                 Page

  The Company . . . . . . . . . . . . . . . . . . . . . . . . . .  1

  Selling Stockholders  . . . . . . . . . . . . . . . . . . . . .  1

  Plan of Distribution  . . . . . . . . . . . . . . . . . . . . .  3

  Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

  Legal Opinions  . . . . . . . . . . . . . . . . . . . . . . . .  3

  Indemnification . . . . . . . . . . . . . . . . . . . . . . . .  4

  </TABLE>
































          <PAGE>
<PAGE>






              INCORPORATION OF DOCUMENTS BY REFERENCE


          The following documents previously filed by the Company
  with the Commission under the Exchange Act are incorporated  by
  reference:   (i) the Company's  Annual Report on  Form 10-K for
  the fiscal year ended February  25, 1995 and those  portions of
  the  Company's Annual  Report to  Shareholders incorporated  by
  reference  therein;  (ii)  all reports  filed  by  the  Company
  pursuant to Section  13 or 15(d) of the Securities Exchange Act
  of  1934   since  February  25,   1995;  (iii)  the   Company's
  Registration  Statement  on   Form  10  under  the   Securities
  Exchange Act of 1934 and  all amendments thereto; and  (iv) all
  reports filed by  the Company pursuant  to Sections  13, 14  or
  15(d) of the  Securities Exchange Act of 1934 subsequent to the
  date of this Prospectus.  


                              EXHIBITS
  EXHIBIT
  NUMBER                 DESCRIPTION
  ______       __________________________________________________

    4               Amended and Restated 1989 Non-Qualified Stock
                    Option Plan

    5               Opinion of Jorden Burt Berenson & Johnson LLP
                    as  to the legality  of the  securities being
                    registered, including consent.

    23              Consent of Price Waterhouse LLP for financial
                    statements in the Form 10-K and Annual Report
                    for the fiscal year ended February 25, 1995.




                            UNDERTAKINGS

  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  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.

          (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

          <PAGE>
<PAGE>






          registration  statement  relating  to   the  securities
          offered therein, and the offering of such securities at
          that time shall be  deemed to be the initial  bona fide
          offering thereof.

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

          (4)     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,  where applicable,  each  filing  of an  employee
          benefit plans  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.

          (5)  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  of  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.









          <PAGE>
<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  Landover,   Maryland,  on  the  30th   day  of
  November, 1995.

                              GIANT FOOD INC.


                              By:  /s/ Peter L. Manos
                                   Peter L. Manos, President





          Pursuant to the requirements of the Securities Act of
  1933, this Registration Statement has been signed below by the
  following persons in the capacities and on the dates
  indicated:

  <TABLE>
  <CAPTIONS>

  Name                          Position                        Date
  <S>                           <C>                             <C>


  /s/ Peter L. Manos
  Peter L. Manos                Principal Executive Officer     November 30, 1995



  /s/ David B. Sykes*
  David B. Sykes                Senior Vice President-Finance,
                                Chief Financial Officer and
                                Principal Accounting Officer    November 30, 1995



  ___________________
  David Sainsbury               Director                        November __, 1995






          <PAGE>
<PAGE>









  _____________________
  Dino Adriano                  Director                        November __, 1995




  /s/ Harry Beckner*
  Harry Beckner                 Director                        November 30, 1995


  /s/ Constance M. Unseld*
  Constance M. Unseld           Director                        November 30, 1995



  /s/ Peter F. O'Malley*
  Peter F. O'Malley             Director                        November 30, 1995
  </TABLE>
  * A majority of Directors of the Company































          <PAGE>
<PAGE>







                          EXHIBIT INDEX
EXHIBIT
NUMBER                   DESCRIPTION
______         __________________________________________________
  4                 Amended and Restated 1989 Non-Qualified 
                    Stock Option Plan

  5                 Opinion of Jorden Burt Berenson & Johnson LLP
                    as to the legality of the securities being
                    registered, including consent.

  23                Consent of Price Waterhouse LLP for financial
                    statements in the Form 10-K and Annual Report
                    for
                    the fiscal year ended February 25, 1995.





































          <PAGE>
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As filed with the Securities and Exchange Commission on 
  December 4, 1995

                                     Registration   No.       33-
                                     __________

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 Form S-8
     Registration Statements Under the Securities Act of 1933

                            GIANT  FOOD  INC.
      (Exact Name of Registrant as Specified in Its Charter)

                                 Delaware
  (State or Other Jurisdiction of Incorporation or Organization)

                               53-0073545
               (I.R.S. Employer Identification No.)

                           6300 Sheriff Road
                       Landover, Maryland 20785
              (Address of Principal Executive Office)

                          GIANT  FOOD  INC.
              1989 NON-QUALIFIED STOCK OPTION PLAN
                       (Full Title of Plan)

                     Wayne K. Johnson, Esquire
               Jorden Burt Berenson & Johnson LLP
               1025 Thomas Jefferson Street, N.W.
                            Suite 400-E
                       Washington, D.C. 20007
              (Name and Address of Agent for Service)
                         (202)   965-8100
    (Telephone  Number,   Including  Area  Code,  of   Agent  for
  Service)
Calculation of Registration Fee
Proposed     Proposed
  Title of                        Maximum      Maximum
  Securities      Amount          Offering     Aggregate        Amount of
  to be           to be           Price Per    Offering         Registration
  Registered      Registered      Unit/1/      Price            Fee

  Common          2,500,000       $33.625      $84,062,500      $28,987
  Stock A         shares
Non-Voting
/1/ Pursuant  to Rule  457 under  the Securities  Act of  1933,
  this amount  is calculated based  upon the average  of the high
  and low  prices  reported on  the  American Stock  Exchange  on
  November 29, 1995.
                            ___________________

  The registration statement shall hereafter  become effective in
  accordance  with  the   provisions  of  Section  8(a)   of  the
  Securities Act of 1933 and general instruction D to Form S-8.

                              Explanatory Note

          The   Form  S-8  prospectus   herein  incorporates  the
  contents  of an  earlier  Registration  Statement on  Form  S-8
  (File   No.  33-33049).     The  purpose   of  this   Form  S-8
  Registration  Statement is to  register an additional 2,500,000
  shares  which have  been reserved for  issuance under the Giant
  Food  Inc. 1989  Non-Qualified  Stock Option  Plan.   A revised
  reoffer prospectus, which  is prepared in accordance  with Part
  I of Form S-3, is included herewith.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS 
             COVERING SECURITIES THAT HAVE BEEN REGISTERED 
             UNDER THE SECURITIES ACT OF 1933, AS AMENDED

                             GIANT FOOD INC.

                             5,000,000 Shares
                          COMMON STOCK A NON-VOTING
                            ($1.00 par value)

                          ______________________

          The  5,000,000  shares  of Non-Voting  Common  Stock  A
  ("Common Stock") offered  hereby will be sold  by officers  and
  directors  of the  Company  who may  be  deemed affiliates  and
  associates  of the  Giant Food  Inc.  (the "Company")  acquired
  upon the exercise  of options granted under  the Company's 1989
  Non-Qualified Plan  (the "Non-Qualified Plan"  or "Plan").   Of
  the aggregate 5,000,000  reserved for issuance under  the Plan,
  2,500,000  were previously  registered in  1990.   To date, the
  total number of  shares offered  in this reoffer  prospectus by
  affiliates  and associates  is not  ascertainable; however,  it
  shall not exceed 5,000,000  shares, unless the Plan is amended.
  (See "Selling Stockholders").

          Such  shares will  be sold  in the  regular way  on the
  American,  Philadelphia  or Pacific  Stock  Exchanges,  at  the
  prices  prevailing  at   the  time  of  such  sales,   and  the
  commissions payable will be the  regular commissions of brokers
  for effecting  such sales.   The  net proceeds  to the  Selling
  Stockholders  will be the proceeds  received by  them upon such
  sales less such brokerage commissions.

          The outstanding  shares of  Common Stock are  listed on
  the American,  Philadelphia and Pacific  Stock Exchanges.   The
  high  and  low price  of  the  Company's  Common  Stock on  the
  American Stock  Exchange on November  29, 1995 (as reported  by
  The Wall Street Journal), was $34 and $33.25, respectively.  

                              ______________________

  THESE SECURITIES HAVE  NOT BEEN APPROVED OR DISAPPROVED BY THE 
    SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION 
   PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
      REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The Date of this Prospectus is December 4, 1995
AVAILABLE INFORMATION

          The Company is  subject to the  informational reporting
  requirements  of the  Securities  Exchange Act  of 1934  and in
  accordance therewith files reports  and other information  with
  the  Securities   and   Exchange   Commission.      Information
  concerning    directors    and   executive    officers,   their
  remuneration and  options granted  to them is  disclosed in the
  Company's  Annual   Report  on   Form  10-K   and  in   certain
  Registration Statements  filed with  the SEC.   Reports,  proxy
  statements and other information pertaining  to the Company can
  be inspected at  the public reference facilities  maintained by
  the SEC at 450 5th  Street, N.W., Washington, D.C. 20549 and at
  the SEC's  regional office at  Seven World  Trade Center,  13th
  Floor, New  York, New York  10048 and 500  West Madison Street,
  Chicago,  Illinois  60604.   Copies  of  such material  can  be
  obtained at prescribed rates from  the Public Reference Section
  of the SEC, 450 5th Street, N.W., Washington D.C. 20549.

          The  Company   has   filed  with   the   Commission   a
  registration statement  on Form S-8  (herein together with  all
  amendments  and  exhibits,  referred  to  as the  "Registration
  Statement") under the Securities  Act of 1933, as  amended (the
  "Securities  Act")  with  respect to  the  Common  Stock  being
  offered pursuant to  this Prospectus. This Prospectus  does not
  contain  all the  information  set  forth in  the  Registration
  Statement, certain  parts of  which are  omitted in  accordance
  with  the  rules  and  regulations  of  the  Commission.    The
  Registration  Statement may  be  inspected  and copied  at  the
  public  reference facilities  maintained by  the Commission  at
  the   addresses  set   forth   in   the  preceding   paragraph.
  Statements  contained herein  concerning the  provisions of any
  document are  not necessarily complete  and, in each  instance,
  reference is  made to the  copy of  such document  filed as  an
  exhibit to the  Registration Statement or otherwise  filed with
  the  Commission.   Each  such  statement  is qualified  in  its
  entirety by such reference.

          The outstanding  shares of  Common Stock are  listed on
  the American, Philadelphia and  Pacific Stock Exchanges,  where
  reports, proxy statements and other information concerning  the
  Company can be inspected.  

                  DOCUMENTS INCORPORATED BY REFERENCE

          The following documents previously filed by the Company
  with the Commission under the Exchange  Act are incorporated by
  reference:   (i) the Company's  Annual Report on  Form 10-K for
  the fiscal year ended February  25, 1995 and those  portions of
  the  Company's Annual  Report  to Shareholders  incorporated by
  reference  therein;  (ii)  all reports  filed  by  the  Company
pursuant to Section  13 or 15(d) of the Securities Exchange Act
  of  1934   since  February  25,   1995;  (iii)  the   Company's
  Registration  Statement   on  Form  10  under   the  Securities
  Exchange Act of 1934 and  all amendments thereto; and  (iv) all
  reports filed by  the Company pursuant  to Sections  13, 14  or
  15(d) of the  Securities Exchange Act of 1934 subsequent to the
  date of  this Prospectus.   Copies of  the foregoing  documents
  without   exhibits  (unless   such   exhibit  is   specifically
  incorporated  by  reference  herein)  may  be obtained  without
  charge  upon written or  oral request  communicated to  the Law
  Department, c/o Giant  Food Inc., 6300 Sheriff  Road, Landover,
  Maryland 20785 (Telephone 301/341-4100).

                              THE COMPANY

          The Company, together with its subsidiaries, operate  a
  chain of  supermarkets selling, at  retail, food, pharmacy  and
  general merchandise  in  Washington, D.C.,  Maryland,  Virginia
  and Delaware.  The Company's  supermarkets are all self-service
  and  offer a  full  line  of nationally  advertised  groceries,
  meat,  produce,  dairy  products,  seafood,  tobacco,  flowers,
  prepared foods and household and non-food items.   The majority
  of the Company's stores are  located in shopping centers.   The
  Company also operates freestanding drug stores.

          The Company's  principal executive offices  are located
  at 6300  Sheriff  Road,  Landover,  Maryland  20785,  Telephone
  (301) 341-4100.

                        SELLING STOCKHOLDERS

          The  table  below  sets  forth the  names  and  present
  positions  held by  the present  Selling  Stockholders, all  of
  whose addresses  are c/o  Giant Food Inc.,  6300 Sheriff  Road,
  Landover,  Maryland 20785.   Further information concerning the
  Selling Stockholders, their remuneration, the  number of shares
  of the Company's Common  Stock owned  beneficially by them  and
  the number  of options  granted to  them, is  disclosed in  the
  Company's Annual  Report on  Form 10-K.   The  shares that  the
  Selling  Stockholders may  offer from  time to  time are shares
  acquired or  to  be  acquired  by them  upon  the  exercise-of-
  options that have been  or may in the future be granted to them
  by  the  Company pursuant  to  its Non-Qualified  Plan.   While
  approximately  1,541  persons  hold  options  to  purchase  the
  Company's Common Stock under the  Company's Plan, the following
  table  lists  only those  persons  holding options  who  may be
  deemed  to be  (without necessarily  admitting  that they  are)
  "affiliates" or "associates" of the Company  by reason of their
  positions  with  the Company.    In the  event  that additional
  shares  are issued  pursuant  to future  stock splits  or stock
  dividends, the  number of shares which may be acquired pursuant
  to  each option  shall be  increased proportionately.    In the
future, additional  persons not identified  in the table  below
  may  become  Selling  Stockholders.    Under the  Non-Qualified
  Plan, not  more than 5,000,000  shares (as may  be adjusted for
  future  dividends  or  stock splits)  can  be  optioned in  the
  aggregate to officers and key employees of the Company,  unless
  the Plan is amended.
Name                             Present Position With The Company
  _____                            __________________________________
Estate of Israel Cohen
  Pete L. Manos                    President 
  David B Sykes                    Senior  Vice-President-Finance,  Secretary  and
                                   Treasurer
  Alvin Dobbin                     Senior Vice-President-Operations
  David N. Freedman                Senior Vice President-Corporate Facilities
  Roger D. Olson                   Senior    Vice-President-Labor    Relations   &
                                   Personnel
  David W. Rutstein                Senior Vice-President-General Counsel
  Robert W. Schoening              Senior Vice-President-Information Systems
  Samuel E. Thurston               Senior Vice-President-Distribution
  Michael J. Bush                  Vice-President-Real Estate
  Winston doCarmo                  Vice-President-Personnel
  Russell B. Fair                  Vice President-Pharmacy Operations
  James L. Frazetti                Vice President-Food Store Operations
  Terry A. Gans                    Vice-President-Advertising and Sales Promotion
  George W. Hannis, Jr.            Vice-President-Dairy,  Deli, Meat  and  Seafood
                                   Operations
  M. Davis Herriman                Vice-President-Grocery Operations
  David A. Larson                  Vice-President-Manufacturing
  Albert J. Lechert, Jr.           Vice-President-Construction
  Odonna Mathews                   Vice-President-Consumer Affairs
  Stephen L. Oseroff               Vice-President-Shopping Centers
  M. David Richman                 Vice-President-Quality Assurance 
  Barry F. Scher                   Vice-President- Public Affairs 
  Anthony E. Dahm                  Controller
At October 31, 1995 (except where otherwise indicated),
  the shares  that the Selling  Stockholders own and  that may be
  offered  from time to time and  shares acquirable upon exercise
  of options granted to them by the Company pursuant to  its Non-
  Qualified Plan are as follows.
Acquirable
                                   Shares    Shares that    Upon Exercise
  Name of Stockholder              Owned(1)  May be Sold    Options          Owned
Estate of 
    Israel Cohen(2)                2,806,769    -0-            107,500
  Pete L. Manos                      101,559    -0-             77,500
  David B Sykes                      234,356    -0-             62,500
  Alvin Dobbin                       132,669    -0-             38,500
  David N. Freedman                  113,265    -0-             38,500
  Roger D. Olson                      73,922    -0-             38,500
  David W. Rutstein(2)               117,709    -0-             38,500
  Robert W. Schoening                 51,000    -0-             38,500
  Samuel E. Thurston                 101,860    -0-             38,500
  Michael J. Bush                     36,911    -0-             32,500
  Winston doCarmo                     48,491    -0-             32,500
  Russell B. Fair                     27,975    -0-             31,000
  James L. Frazetti                   25,021  1,800             10,800
  Terry A. Gans                       71,327    -0-             32,500
  George W. Hannis, Jr.               66,775    -0-             32,500
  M. Davis Herriman                   62,855    -0-             32,500
  David A. Larson                     54,699    -0-             32,500
  Albert J. Lechert, Jr.              52,548    -0-             32,500
  Odonna Mathews                      53,415    -0-             32,500
  Stephen L. Oseroff                  51,039    -0-             32,500
  M. David Richman                    63,189    -0-             32,500
  Barry F. Scher                      37,428    -0-             32,500
  Anthony E. Dahm                      8,265    -0-              8,700
(1)     Includes  shares  held   of  record  and  beneficially,
          certain of which are held indirectly.
  (2)     Mr. David  Rutstein and  Ms. Lillian Cohen  Solomon are
          the  personal representatives  of the Estate  of Israel
          Cohen  and, as such,  may be deemed  to have beneficial
          ownership  of  the  Estate's shares  under  the Federal
          Securities Laws.  Mr. Rutstein and Ms. Solomon disclaim
          beneficial ownership of the Estate's shares.

                            PLAN OF DISTRIBUTION

          The Selling  Stockholders may  from time to  time offer
  all or  part of the shares  acquired by them upon  the exercise
  of options  granted or to be granted to  them by the Company in
  the regular way on the American,  Philadelphia or Pacific Stock
  Exchanges.  The  Company will pay all expenses of preparing and
  reproducing this Prospectus,  but will not receive  any part of
  the  proceeds of  the sale  of any  such shares.    The Selling
  Stockholders  will  pay the  brokerage  commissions  charged to
  sellers in connection with sales.
EXPERTS

          The  consolidated   financial  statements  incorporated
  herein by reference to the Annual Report  on Form 10-K of Giant
  Food Inc.  for the  year ended February  25, 1995 have  been so
  incorporated  in reliance  on the  report  of Price  Waterhouse
  LLP, independent  accountants, given on  the authority of  said
  firm as experts in auditing and accounting.

                              LEGAL OPINIONS

          Legal  matters  in  connection  with the  Common  Stock
  offered hereby are  being passed upon by Jorden Burt Berenson &
  Johnson LLP, 1025  Thomas Jefferson Street, N.W.,  Suite 400-E,
  Washington, D.C. 20007.  

                             INDEMNIFICATION

          Pursuant  to  paragraph 47  of  the  Company's By-Laws,
  every  director  or  officer  shall   be  indemnified  for  any
  expenses reasonably  incurred  in connection  with any  action,
  suit or proceeding  unless found to be liable for negligence or
  misconduct.     Insofar  as  indemnification   for  liabilities
  arising under  the of 1933  Act may be  permitted to directors,
  officers or  persons controlling  the Company  pursuant to  the
  foregoing provisions,  the Company  has been  informed that  in
  the  opinion of the SEC  such indemnification is against public
  policy  as  expressed   in  the  1933  Act   and  is  therefore
  unenforceable.

          No  dealer,  salesman  or  any other  person  has  been
  authorized by  the Company to  give any information  or to make
  any  representation   other  than  those   contained  in   this
  Prospectus  in connection  with  the  offer contained  in  this
  Prospectus.   This Prospectus does  not constitute an  offering
  of  any securities  other  than  the  shares of  the  Company's
  Common Stock  specifically offered hereby  nor of those  shares
  in any jurisdiction  in which such offering may not lawfully be
  made.    Neither  the  delivery  of  this  Prospectus  nor  any
  exchange   or   sale    made   hereunder   shall,   under   any
  circumstances, create  any implication that  there has been  no
  change in the facts herein set forth since the date hereof.
TABLE OF CONTENTS
Page

  The Company . . . . . . . . . . . . . . . . . . . . . . . . . .  1

  Selling Stockholders  . . . . . . . . . . . . . . . . . . . . .  1

  Plan of Distribution  . . . . . . . . . . . . . . . . . . . . .  3

  Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

  Legal Opinions  . . . . . . . . . . . . . . . . . . . . . . . .  3

  Indemnification . . . . . . . . . . . . . . . . . . . . . . . .  4
INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents previously filed by the Company
  with the Commission under the Exchange Act are incorporated  by
  reference:   (i) the Company's  Annual Report on  Form 10-K for
  the fiscal year ended February  25, 1995 and those  portions of
  the  Company's Annual  Report to  Shareholders incorporated  by
  reference  therein;  (ii)  all reports  filed  by  the  Company
  pursuant to Section  13 or 15(d) of the Securities Exchange Act
  of  1934   since  February  25,   1995;  (iii)  the   Company's
  Registration  Statement  on   Form  10  under  the   Securities
  Exchange Act of 1934 and  all amendments thereto; and  (iv) all
  reports filed by  the Company pursuant  to Sections  13, 14  or
  15(d) of the  Securities Exchange Act of 1934 subsequent to the
  date of this Prospectus.  

                              EXHIBITS
  EXHIBIT
  NUMBER                 DESCRIPTION
  ______       __________________________________________________

    4               Amended and Restated 1989 Non-Qualified Stock
                    Option Plan

    5               Opinion of Jorden Burt Berenson & Johnson LLP
                    as  to the legality  of the  securities being
                    registered, including consent.

    23              Consent of Price Waterhouse LLP for financial
                    statements in the Form 10-K and Annual Report
                    for the fiscal year ended February 25, 1995.

                            UNDERTAKINGS

  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  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.

          (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.

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

          (4)     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,  where applicable,  each  filing  of an  employee
          benefit plans  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.

          (5)  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  of  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.
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  Landover,   Maryland,  on  the  30th   day  of
  November, 1995.

                              GIANT FOOD INC.

                              By:  /s/ Peter L. Manos
                                   Peter L. Manos, President

          Pursuant to the requirements of the Securities Act of
  1933, this Registration Statement has been signed below by the
  following persons in the capacities and on the dates
  indicated:
Name                          Position                        Date
/s/ Peter L. Manos
  Peter L. Manos                Principal Executive Officer     November 30, 1995

  /s/ David B. Sykes*
  David B. Sykes                Senior Vice President-Finance,
                                Chief Financial Officer and
                                Principal Accounting Officer    November 30, 1995

  ___________________
  David Sainsbury               Director                        November __, 1995
_____________________
  Dino Adriano                  Director                        November __, 1995

  /s/ Harry Beckner*
  Harry Beckner                 Director                        November 30, 1995

  /s/ Constance M. Unseld*
  Constance M. Unseld           Director                        November 30, 1995

  /s/ Peter F. O'Malley*
  Peter F. O'Malley             Director                        November 30, 1995
* A majority of Directors of the Company
EXHIBIT INDEX
EXHIBIT
NUMBER                   DESCRIPTION
______         __________________________________________________
  4                 Amended and Restated 1989 Non-Qualified 
                    Stock Option Plan

  5                 Opinion of Jorden Burt Berenson & Johnson LLP
                    as to the legality of the securities being
                    registered, including consent.

  23                Consent of Price Waterhouse LLP for financial
                    statements in the Form 10-K and Annual Report
                    for
                    the fiscal year ended February 25, 1995.