Food Lion Inc. has outbid Dutch retailer Royal Ahold NV for Hannaford Brothers Co., one of the last popular takeover candidates in the rapidly consolidating U.S. supermarket industry.

After lagging behind its competitors in the acquisition race, Food Lion announced yesterday that it will pay $3.6 billion in cash, stock and debt for the Scarborough, Maine, company, which owns the Shop 'n Save and Hannaford grocery chains.

The acquisition gives Food Lion, controlled by Belgian retailer Delhaize Le Lion SA, a firm foothold in the Northeast and additional stores in its own southeastern stronghold. The deal, which is expected to close within nine months, would make Food Lion the nation's sixth-largest grocery chain, with sales of $13.5 billion and about 1,400 stores.

Ahold acknowledged yesterday that it had attempted to add Hannaford to its growing portfolio, which already includes Giant Food Inc. of Landover and Stop & Shop and will soon add Pathmark Stores. But Food Lion's last bid for Hannaford--$79 per share--was apparently too high for the Dutch retailer. The price also exceeded analysts' expectations.

"We expressed our desire to acquire the company by increasing our bid . . . to a certain level," Ahold spokesman Jan Hol said. "And after that level, we didn't want to go any further for our own business reasons."

Some industry observers said that Ahold and Hannaford would have made a more suitable match because both operate more-upscale stores. Food Lion's stores fit into the low-price niche of the supermarket industry.

Hannaford, which operates 152 stores, entered the Southeast several years ago but has not moved into the more competitive Washington market.

In a separate announcement yesterday, Food Lion said it plans to form a new holding company called Delhaize America Inc., which will group Food Lion, Hannaford and the Kash n' Karry chain.

On Sept. 9, Delhaize America stock will begin trading on the New York Stock Exchange under the symbols DZA and DZB. Food Lion's shares will be delisted from the Nasdaq Stock Market.

After yesterday's announcement, Food Lion's Class B shares fell $2.34 3/8 to close at $8.81 1/4, while Hannaford shares climbed $9.06 1/4 to close at $72.75.

CAPTION: Food Lion will pay $3.6 billion in cash, stock and debt for Hannaford Brothers, which owns the Shop 'n Save and Hannaford supermarket chains.