UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark  One)

[X]        QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)
           OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

FOR  THE  QUARTERLY  PERIOD  ENDED  SEPTEMBER  1,  2002

[ ]        TRANSITION  REPORT  PURSUANT  TO  SECTION  13  or  15(d)
           OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

For  the  transition  period  from ........ to ........

Commission  File  Number  1-7013
                          ------

                             GRISTEDE'S FOODS, INC.
                             ----------------------
             (Exact Name of Registrant as Specified in its Charter)

                 DELAWARE                                    13-1829183
                 --------                                    ----------
      (State or Other Jurisdiction of                     (I.R.S. Employer
      Incorporation or Organization)                     Identification No.)

                  823 ELEVENTH AVENUE, NEW YORK, NEW YORK 10019
                  ---------------------------------------------
                    (Address of Principal Executive Offices)


                                 (212) 956-5803
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
                                       ---
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Indicate  by  check  mark whether the registrant (1) has filed all reports to be
filed  by  Section  13  or  15  (d)  of  the  Securities Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required
to  file such reports), and (2) has been subject to such filing requirements for
the  past  90  days.

Yes X  No
   ---    ---

At  October 14, 2002, registrant had issued and outstanding 19,636,574 shares of
common  stock.


<PAGE>
                     GRISTEDE'S FOODS, INC. AND SUBSIDIARIES


PART I - FINANCIAL INFORMATION

   ITEM  1.     FINANCIAL  STATEMENTS


          Consolidated  Balance  Sheets  as  of
               September  1,  2002  and  December  2,  2001             Page  3

          Consolidated  Statements  of  Operations  for
               the  13  weeks  and  the  39  weeks  ended
               September  1,  2002  and  September  2,  2001            Page  4

          Consolidated  Statements  of  Stockholders'
               Equity  for  the  52  weeks  ended
               December  2,  2001  and  the
               39  weeks  ended  September  1,  2002                    Page  5

          Consolidated  Statements  of  Cash  Flows  for
               the  39  weeks  ended  September  1,  2002
               and  September  2,  2001                                 Page  6

          Notes  to  Consolidated  Financial  Statements                Page  7


   ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
                CONDITION  AND  RESULTS  OF  OPERATIONS                 Page  11



PART  II  -  OTHER  INFORMATION                                         Page  17


                                        2
<PAGE>
<TABLE>
<CAPTION>
ITEM 1
FINANCIAL STATEMENTS

                                                 GRISTEDE'S FOODS, INC.
                                              CONSOLIDATED BALANCE SHEETS

                                                                               (Unaudited)
                                                                               September 1,    December 2,
                                                                                   2002           2001
                                                                              --------------  -------------
<S>                                                                           <C>             <C>
ASSETS
CURRENT ASSETS:
  Cash                                                                        $     559,830   $    475,873
  Accounts receivable - net of allowance for doubtful accounts
     of $464,975 at September 1, 2002 and $413,000 at December 2, 2001            7,723,792      6,702,715
  Inventory                                                                      34,897,641     32,378,606
  Due from related parties - trade                                                1,476,665      1,092,571
  Prepaid expenses and other current assets                                       2,648,032      2,233,876
                                                                              --------------  -------------

           Total current assets                                                  47,305,960     42,883,641
                                                                              --------------  -------------

PROPERTY AND EQUIPMENT:
  Furniture, fixtures and equipment                                              19,577,751     18,067,058
  Capitalized equipment leases                                                   27,580,242     23,970,127
  Leaseholds and leasehold improvements                                          57,018,719     52,901,265
                                                                              --------------  -------------
                                                                                104,176,712     94,938,450
  Less accumulated depreciation and amortization                                 46,585,210     41,193,533
                                                                              --------------  -------------

           Net property and equipment                                            57,591,502     53,744,917

  Deposits and other assets                                                       1,094,546      1,044,141
  Other assets                                                                    3,634,576      3,458,662
                                                                              --------------  -------------

TOTAL                                                                         $ 109,626,584   $101,131,361
                                                                              ==============  =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable - trade                                                    $  29,426,992   $ 26,978,700
  Accrued payroll, vacation and withholdings                                      3,284,700      2,435,312
  Accrued expenses and other current liabilities                                  1,795,149      2,067,031
  Due to related parties - trade                                                    297,599             --
  Capitalized lease obligations - current portion                                 4,511,395      3,950,221
  Current portion of long term debt                                               3,066,723      2,378,262
                                                                              --------------  -------------

           Total current liabilities                                             42,382,558     37,809,526

  Long-term debt - noncurrent portion                                            27,027,564     23,108,333
  Due to affiliates                                                              14,480,217     15,318,843
  Capitalized lease obligations - noncurrent portion                              9,156,750      9,048,692
  Deferred rent                                                                   4,797,749      4,253,466
                                                                              --------------  -------------

           Total liabilities                                                     97,844,838     89,538,860
                                                                              --------------  -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Preferred stock, $50 Par, -share authorized 500,000; none issued                       --             --
  Common stock, $0.02 par value - shares authorized 25,000,000; outstanding
       19,636,574 shares at September 1, 2002 and December 2, 2001                  392,732        392,732
  Additional paid-in capital                                                     14,136,674     14,136,674
  Retained earnings / (deficit)                                                  (2,747,660)    (2,936,905)
                                                                              --------------  -------------

           Total stockholders' equity                                            11,781,746     11,592,501
                                                                              --------------  -------------

TOTAL                                                                         $ 109,626,584   $101,131,361
                                                                              ==============  =============

See notes to consolidated financial statements (unaudited).
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                             GRISTEDE'S FOODS, INC.
                                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE 39 WEEKS AND 13 WEEKS ENDED SEPTEMBER 1, 2002 AND SEPTEMBER 2, 2001


                                                           39 weeks         13 weeks        39 weeks      13 weeks
                                                             ended           ended           ended          ended
                                                          September 1,    September 1,    September 2,   September 2,
                                                              2002            2002            2001           2001
                                                         --------------  --------------  --------------  ------------
<S>                                                      <C>             <C>             <C>             <C>

  Sales                                                  $ 182,175,544   $  60,505,818   $ 170,403,587   $53,569,511
  Cost of sales                                            109,285,337      36,284,585     103,035,801    32,030,281
                                                         --------------  --------------  --------------  ------------

  Gross profit                                              72,890,207      24,221,233      67,367,786    21,539,230

  Store operating, general and administrative expenses      57,764,780      20,170,495      53,014,750    17,270,249

  Pre-store opening startup costs                              312,040         130,041         165,000        33,000

  Depreciation and amortization                              5,902,418       2,032,828       5,085,861     1,762,393

  Insurance and grant proceeds                                (587,300)       (487,300)             --            --

  Non-store operating expenses:

      Administrative payroll and fringes                     5,088,713       1,765,317       3,916,850     1,407,421
      General office expense                                 1,550,335         516,601       1,789,646       606,691
      Professional fees                                        352,881          86,345         474,044       119,817
      Corporate expense                                        159,799          54,284         110,303        21,270
                                                         --------------  --------------  --------------  ------------

  Total non-store operating expenses                         7,151,728       2,422,547       6,290,843     2,155,199
                                                         --------------  --------------  --------------  ------------

  Operating income (loss)                                    2,346,541         (47,378)      2,811,332       318,389
                                                         --------------  --------------  --------------  ------------

  Other income (expense):

      Interest expense                                      (2,136,709)       (730,555)     (2,656,687)     (786,894)
      Interest income                                            4,413             669           8,566         1,261
      Other income                                                  --              --         177,329        (3,811)
                                                         --------------  --------------  --------------  ------------

  Total other income (expense) - net                        (2,132,296)       (729,886)     (2,470,792)     (789,444)
                                                         --------------  --------------  --------------  ------------

  Income (loss) before income taxes                            214,245        (777,264)        340,540      (471,055)

  Provision for income taxes                                    25,000              --          21,840         1,840
                                                         --------------  --------------  --------------  ------------

  Net income (loss)                                      $     189,245   $    (777,264)  $     318,700   $  (472,895)
                                                         ==============  ==============  ==============  ============

  Income (loss) per share, basic and diluted             $        0.01          ($0.04)  $        0.02        ($0.02)
                                                         ==============  ==============  ==============  ============

  Weighted average number of shares and
  equivalents outstanding                                   19,636,574      19,636,574      19,636,574    19,636,574
                                                         ==============  ==============  ==============  ============

See notes to consolidated financial statements (unaudited).
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                            GRISTEDE'S FOODS, INC.
                           UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                    FOR THE 52 WEEKS ENDED DECEMBER 2, 2001
                                 AND FOR THE 39 WEEKS ENDED SEPTEMBER 1, 2002

                                                         Additional    Retained        Total
                                       Common stock        Paid-In     earnings     Stockholders'
                                     Shares     Amount     Capital     (Deficit)      Equity
                                   ----------  --------  -----------  ------------  -----------
<S>                                <C>         <C>       <C>          <C>           <C>
Balance at December 3, 2000        19,636,574  $392,732  $14,136,674  $(3,211,962)  $11,317,444

Net income for the 52 weeks ended
   December 2, 2001                         -         -            -      275,057       275,057
                                   ----------  --------  -----------  ------------  -----------


Balance at December 2, 2001        19,636,574  $392,732  $14,136,674  $(2,936,905)  $11,592,501

Net Income for the 39 weeks
   ended September 1, 2002                  -         -            -      189,245       189,245
                                   ----------  --------  -----------  ------------  -----------

Balance at September 1, 2002       19,636,574  $392,732  $14,136,674  $(2,747,660)  $11,781,746
                                   ==========  ========  ===========  ============  ===========

See notes to consolidated financial statements (unaudited).
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                 GRISTEDE'S FOODS, INC.
                   UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE THIRTY NINE WEEKS ENDED SEPTEMBER 1, 2002 AND SEPTEMBER 2, 2001


                                                             39 weeks        39 weeks
                                                               ended          ended
                                                            September 1,   September 2,
                                                                2002           2001
                                                           --------------  ------------
<S>                                                        <C>             <C>
  Cash flows from operating activities:

     Net income                                            $     189,245   $   318,700

     Adjustments to reconcile net income to net cash
     provided by operating activities:

       Depreciation and amortization                           5,902,418     5,085,861
       Change in allowance for doubtful accounts                  52,169        54,162
       Gain on sale of store                                          --      (192,177)
       Changes in operating assets and liabilities:
         Accounts receivable                                  (1,073,246)      493,684
         Inventory                                            (2,519,035)   (1,980,093)
         Due from related parties - trade                       (384,094)      879,000
         Prepaid expenses and other current assets              (414,156)      774,790
         Other assets                                           (737,061)     (827,300)
         Accounts payable - trade                              2,448,292      (848,219)
         Accrued payroll, vacation and withholdings              849,390      (722,864)
         Accrued expenses and other current liabilities         (271,881)     (818,285)
         Due to related parties - trade                          297,599            --
         Deferred rent                                           544,283       445,479
                                                           --------------  ------------

           Net cash provided by operating activities           4,883,923     2,662,738
                                                           --------------  ------------

  Cash flows from investing activities:
     Proceeds from sale of store                                      --       225,000
     Capital expenditures                                     (5,639,418)   (3,746,230)
                                                           --------------  ------------

           Net cash used in investing activities              (5,639,418)   (3,521,230)
                                                           --------------  ------------

  Cash flows from financing activities:

     Repayments of bank loan                                    (692,308)   (2,452,381)
     Proceeds from bank loans                                  5,300,000            --
     Repayment of capitalized lease obligations               (2,929,614)   (1,950,925)
     Advances from (repayments to) affiliates                   (838,626)    5,203,619
                                                           --------------  ------------

           Net cash provided by financing activities             839,452       800,313
                                                           --------------  ------------

  Net increase (decrease) in cash                                 83,957       (58,179)

  Cash, begining of period                                       475,873       412,408
                                                           --------------  ------------

  Cash, end of period                                      $     559,830   $   354,229
                                                           ==============  ============

  Supplemental disclosures of cash flow information:

      Cash paid for interest                               $   2,175,792   $ 2,871,482
      Cash paid (refunded) for taxes                       $     (79,516)  $   107,142


  Supplemental schedule of non cash financing activity:
      Assets acquired under capitalized lease obligations  $   3,598,845   $ 2,595,099

     See notes to consolidated financial statements (unaudited).
</TABLE>


                                        6
<PAGE>
                     GRISTEDE'S FOODS, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS  OF  PRESENTATION  AND  SUMMARY  OF  SIGNIFICANT ACCOUNTING   POLICIES

Business  -
--------

The  Company's  corporate predecessor was originally incorporated in 1956 in New
York under the name Designcraft Industries, Inc., and was engaged in the jewelry
business until 1992, when the Company commenced its supermarket operations.  The
Company became a public company in 1968, listed its common stock on the American
Stock  Exchange  in  1972,  and reincorporated in Delaware in 1985.  The Company
changed  its  name  to  Sloan's  Supermarkets,  Inc.  in  September  1993 and to
Gristede's  Sloans,  Inc.  in  November  1997.  The  Company changed its name to
Gristede's  Foods,  Inc.  in August 1999 to reflect its strategy of changing its
"Sloan's"  banner  locations  to  "Gristede's" subsequent to a store remodeling.

On  November  10, 1997, 29 supermarkets that were owned by John A. Catsimatidis,
the  Company's  majority  stockholder,  Chairman  of  the Board and CEO (such 29
supermarkets  hereinafter  referred to as the "Food Group") were merged into the
Company's  existing  15  supermarkets.  The  transaction was accounted for as an
acquisition  of  the  Company by the Food Group pursuant to Emerging Issues Task
Force 90-13 as a result of the Food Group obtaining control of the Company after
the  transaction.  The assets and liabilities of the Food Group were recorded at
their  historical  cost.  The  Company's assets and liabilities were recorded at
their  fair value to the extent acquired.  Consideration for the transaction was
based  on  an  aggregate  of $36,000,000 in market value of the Company's common
stock  and  the  assumption  of $4,000,000 of liabilities.  16,504,298 shares of
common  stock were issued on the date of the acquisition based on a market price
of  $2.18  per  share.

The  Company  operates  38  supermarkets  and  two  free-standing  pharmacies in
Manhattan,  New  York,  three  supermarkets in Westchester County, New York, one
supermarket in each of Brooklyn, New York and Long Island, New York.  All of the
supermarkets  and  pharmacies  are  leased  and  operated under the "Gristede's"
banner.  (See  subsequent  events  note).

The  Company  also owns City Produce Operating Corp., a company which operates a
warehouse  and  distribution  facility  primarily  for  fresh  produce on leased
premises  in  the  Bronx,  New  York.

Basis of presentation - The unaudited consolidated financial statements included
---------------------
herein  have  been prepared by the Company pursuant to the rules and regulations
of the Securities and Exchange Commission ("SEC"). In the opinion of management,
the  information  furnished  reflects  all  adjustments  (consisting  of  normal
recurring  adjustments), which are necessary for a fair statement of the results
of  operations and financial position of the Company for the interim period. The
interim figures are not necessarily indicative of the results to be expected for
the  fiscal  year.

Principles  of Consolidation - The consolidated financial statements include the
----------------------------
accounts  of  the  Company  and  its  wholly  owned  subsidiaries.  All material
intercompany  accounts  and  transactions have been eliminated in consolidation.

Quarter  End  -  The  Company  operates using the conventional retail 52/53-week
------------
fiscal  year.  The  fiscal  quarter ends on the Sunday closest to the end of the
quarter.   The  Company's fiscal year ends on the Sunday closest to November 30.

Inventory  -  Store  inventories  are valued principally at the lower of cost or
---------
market  with cost determined under the retail first in, first out (FIFO) method.

Property  and  Equipment  and Depreciation - Property and equipment is stated at
------------------------------------------
cost.  Depreciation  of  furniture,  fixtures  and  equipment is computed by the
straight-line  method  over  the  estimated  useful  lives  of  the  assets.


                                        7
<PAGE>
Leases  and  Amortization  -  The  Company  charges  the  cost  of noncancelable
-------------------------
operating  lease  payments  and  beneficial  leaseholds  to  operations  on  a
straight-line  basis  over  the  lives  of  the  leases.

Provision  for income taxes - Income taxes reflect Federal and State alternative
---------------------------
minimum tax only, as all regular income taxes have been offset by utilization of
the  Company's  net  operating  loss  carry  forward.

Income  per  share  - Per share data are based on the weighted average number of
------------------
shares  of  common stock and equivalents outstanding during each quarter. Income
per share is computed by the treasury stock method; basic and diluted income per
share  are  the  same.

The  Company's Annual Report on Form 10-K for the 12 month period ended December
2,  2001  contains  information  which  should  be read in conjunction herewith.

2.  RELATED  PARTY  TRANSACTIONS

Under  a  management  agreement dated November 10, 1997, Namdor Inc., one of the
Company's  subsidiaries,  performs  consulting  and  managerial  services  for a
supermarket  owned  by  a  corporation  controlled  by John A. Catsimatidis.  In
consideration  of  such  services,  Namdor  Inc.  is  entitled  to receive, on a
quarterly  basis,  a  cash payment of one and one-quarter percent (1.25%) of all
sales  of inventory and merchandise made at, in or from the managed supermarket.

The  Company  leases  the following locations from affiliates:  a portion of its
warehouse  and  distribution  facility comprising 25,000 square feet, its office
facilities  and  seven  store  locations.  During  the 39 weeks and the 13 weeks
ended  September 1, 2002 the Company paid $1,729,539 and $646,550, respectively,
to these affiliates for rent and real estate taxes under such leases. The leases
are  triple  net  whereby  the  tenant pays all real estate taxes, insurance and
maintenance.

Certain  of  the  Company's supermarkets have entered into capital and operating
leases  with  Red  Apple  Lease Corporation. (formerly Red Apple Leasing, Inc.).
These  leases  are  primarily  for store operating equipment.  Obligations under
these  leases  at  September 1, 2002 were $3,647,543.  These leases require that
monthly payments of $76,790 be made to Red Apple Lease Corp. through March 2007.
In January 2002, these leases were amended, which resulted in additional capital
lease  availability  of $2,750,000.  This additional availability was drawn upon
during  the 13 weeks ended June 2, 2002.  The monthly payments required by these
leases has been extended through March 2007 and will constitute the debt service
on  the  new  financing.

Certain  of  the  Company's  supermarkets  have entered into capital leases with
United  Acquisition  Leasing  Corp.,  a  company  wholly  owned  by  John  A.
Catsimatidis.   These  leases  are  primarily  for store equipment.  Obligations
under  these  leases at September 1, 2002 were $1,893,346.  These leases require
that  monthly  payments  of  $46,574 be made to United Acquisition Leasing Corp.
through  June  2007.

Amounts  due  to United Acquisition Corp., a corporation wholly owned by John A.
Catsimatidis  represent  liabilities  in  connection  with  the  1997 merger and
additional  advances  made  to the Company by United Acquisition Corp. since the
merger.  United  Acquisition  Corp.  has  agreed  not to demand payment of these
liabilities  in  fiscal 2003.  Accordingly, the liability has been classified as
noncurrent.  As  part  of  post-closing  adjustments in connection with the 1997
merger,  approximately  $3,600,000  that  is  due  from certain of the Company's
affiliates  has  been offset against the amounts due to United Acquisition Corp.
The  net  amount  due  to  United  Acquisition  Corp.  at  September 1, 2002 was
$14,480,217,  $12,800,000 of which was subordinated to the Company's banks.  The
liability  presently  does  not  bear  interest.  However,  the Company's credit
agreement  with  its  banks  permits  the  Company  to  pay  interest  on  such
subordinated  debt  provided  the  Company  has  a  positive  net  income.


                                        8
<PAGE>
Due from related parties trade, represents amounts due from affiliated companies
for  merchandise  shipped  to  it  from  the  Company's  subsidiary City Produce
Operating  Corp.  in  the ordinary course of business and for which payments are
made  to  City  Produce  on  a continuous basis under extended terms, as well as
management  fees receivable for administrative and managerial services performed
by  the  Company  for  an affiliate.  During the 39 weeks and the 13 weeks ended
September  1,  2002,  merchandise  sales  to  the  affiliate  were approximately
$777,913  and  $291,979,  respectively.

On  February  6,  1998,  the Company agreed to purchase substantially all of the
assets  and  assumed certain of the liabilities of a supermarket located at 1644
York  Avenue,  New York City, that was owned by an affiliate.  On March 1, 2000,
the  Company  and  the  affiliate restructured the transaction by rescinding the
purchase  effective  as  as  of February 6, 1998, and entering into an operating
agreement  which gives the Company full control of the supermarket and the right
to  operate  the supermarket for its account.  The operating agreement presently
terminates on December 1, 2003, but the term will be extended for additional one
year periods unless either party shall give notice of termination not later than
90  days  prior to the end of the then current term of the agreement.  Under the
operating  agreement,  the  Company  is obligated to pay the affiliate $1.00 per
annum,  plus  such  other  consideration  as  may  be  approved by the Company's
directors (excluding John A. Catsimatidis).  Pursuant to the operating agreement
the Company or any of its designees, also has the option until December 31, 2005
to purchase the supermarket for $2,778,175, which price is the fair market price
of  the  supermarket established on October 11, 1999 by the Company's  directors
(excluding  John  A.  Catsimatidis).

In May 2000, the Company entered into a similar operating agreement with another
affiliate,  for  a  store  owned  by  such  affiliate.  The  operating agreement
presently  terminates  on  May  10,  2003,  but  the  term  will be extended for
additional one year periods unless either party shall give notice of termination
not  later  than  90  days  prior  to  the  end  of the then current term of the
agreement.  Under  the  operating agreement, the Company is obligated to pay the
affiliate  $1.00  per annum, plus such other consideration as may be approved by
the  Company's  directors  (excluding  John  A.  Catsimatidis).  Pursuant to the
operating  agreement,  the Company, or any designee of the Company, also has the
option  until  December 31, 2005 to purchase the supermarket for the fair market
price  of  the supermarket as established by the Company's  directors (excluding
John  A.  Catsimatidis)  using  a valuation criterion similar to that issued for
valuing  the  store  at  1644  York  Avenue,  New  York  City.

The  intention of the affiliates in entering into these two operating agreements
with  the  Company,  where the Company enjoys full benefits of ownership for the
nominal  consideration  of $1.00 per annum per store, was to effect post closing
adjustments  in  connection  with  the  1997  reorganization.  If  the option to
purchase  the  supermarkets  is exercised, the excess of the purchase price over
the  net  book  value  of  the  assets  will  be  shown  as  a charge to equity.

3.  LITIGATION

Reference  is  made  to  Item 3 contained in the Company's Annual Report on Form
10-K  for  the year ended December 2, 2001 to the matter captioned: Ansoumana v.
Great  Atlantic  & Pacific Tea Company, Inc. d/b/a A&P, Shopwell Inc. d/b/a Food
Emporium,  Gristede's  Operating  Corp.,  Duane  Reade,  Inc.,  Charlie  Baur,
individually  and d/b/a B&B Delivery Service a/k/a Citi Express, Scott Weinstein
and Steven Pilavan, individually and d/b/a Hudson Delivery Service Inc., Chelsea
Trucking,  Inc. a/k/a Hudson York (hereinafter referred to as the "Federal Court
Action").  The  Company  has  entered  into  an  agreement  in  principle on the
parameters  of a possible settlement ("Settlement") with delivery workers of The
Great  American  Delivery  Service Company and predecessor companies operated by
Charles  Baur  ("Great  American  /  Baur").  The  Company estimates that such a
possible  settlement  could  result in potential payments of $2,750,000, payable
over  a  number  of  years,  without  interest,  which  amount  would  be shared
approximately  50-50  by the Company with its predecessor private companies, and
with the private companies also paying plaintiff's legal expenses. Additionally,
recoveries  from  a $400,000 security bond posted by Great American / Baur shall
be  solely  for  the  Company's  benefit.  However, any final settlement must be
approved  by the Company's banks, the state, the courts, and the plaintiffs. The
Company  and  its  legal  counsel  are not presently able to predict whether the
settlement  will  be  implemented. Accordingly, the Company has not recorded any
contingent  liability  in  its consolidated financial statements related to this
matter.

Reference  is  also  made  to Item 3 contained in the Company's Annual Report on
Form  10-K  for  the  year  ended December 2, 2001 to the matter captioned: RMED
International  Inc.  v. Sloan's Supermarkets Inc. and John A. Catsimatidis.  The
defendants filed a motion to reargue the court's decision not to dismiss certain
of  the  plaintiff's claims on summary judgment, including the plaintiff's claim
under Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule


                                        9
<PAGE>
10b-5  thereunder,  as well as the plaintiff's claim of fraud under state common
law.  This  motion  has  been  denied.  The  case is scheduled to go to trial in
2003.


4.   IMPACT OF THE TERRORIST ATTACKS OF SEPTEMBER 11, 2001

The  Company  has  two stores in the World Trade Center area of Manhattan, which
were forced to close as a result of the terrorist attacks of September 11, 2001.
One store reopened for business on October 1, 2001, the other has been renovated
and  re-opened  in  May  2002.  The Company has suffered property damage losses,
including  inventory, costs to repair and clean fixtures and facilities and loss
of revenue.  Management has filed claims for the above losses with its insurance
carriers, including business interruption.  The Company has reached a negotiated
settlement  of  all its claims in September 2002 and has collected these in full
in  October  2002.  The  Company  has applied for certain grants for which it is
eligible  under  various  programs.

5.   DEFERRED ACQUISITION COSTS

     In connection with the Company's proposed $175 million Senior Note Offering
and  its proposed acquisition of Kings Supermarkets, Inc., a chain of 29 stores,
mainly  located  in  Northern  New  Jersey,  the  Company incurred certain costs
(principally  professional  fees) in the amount of $1,153,380 (included in other
assets  on  the  accompanying  balance  sheet).  $708,175  of  such  costs  are
reimbursable  to  the Company by United Acquisition Corp. The Company intends to
exhaust  all  efforts to acquire this company unless and until it is acquired by
someone  else.  The  deferred  costs will be amortized over the term of the note
pending the completion of the offering. Should the proposed offering prove to be
unsuccessful,  the  deferred  costs  will  be  charged  to  operations.

6.     SUBSEQUENT EVENT

In  October  2002,  the  company  and  an  affiliate of the Company acquired the
fixtures,  equipment,  leasehold  improvements  and store leases of three stores
from  The  Great  Atlantic  &  Pacific Tea Company for a total purchase price of
$5,500,000.  The  affiliate has leased the acquired fixed assets to the Company.
Such stores had been closed for more than six months prior to this transaction.


                                       10
<PAGE>
                     GRISTEDE'S FOODS, INC. AND SUBSIDIARIES

PART  I

ITEM  2.       MANAGEMENT'S DISCUSSION AND  ANALYSIS  OF FINANCIAL CONDITION AND
               RESULTS  OF OPERATIONS FOR THE NINE MONTHS AND THE QUARTERS ENDED
               SEPTEMBER  1,  2002  AND  SEPTEMBER  2,  2001

CRITICAL ACCOUNTING POLICIES
-------- ---------- --------

     Financial  Reporting  Release  No.  60,  which was recently released by the
Securities  and  Exchange  Commission,  requires  all  companies  to  include  a
discussion of critical accounting policies or methods used in the preparation of
financial  statements.  Note  1  of  the  notes  to  our  consolidated financial
statements includes a summary of the significant accounting policies and methods
used in the preparation of our consolidated financial statements.  The following
is a brief discussion of the more significant accounting policies and methods we
use.  In  addition,  Financial Reporting Release No. 61 was recently released by
the  Securities  and  Exchange  Commission to require all companies to include a
discussion  to  address,  among  other  things,  liquidity,  off-balance  sheet
arrangements,  contractual  obligations  and  commercial  commitments.

     General.  The  preparation  of  financial  statements  in  conformity  with
     -------
generally  accepted  accounting principles requires management to make estimates
and  assumptions  that affect the reported amounts of assets and liabilities and
the  disclosure  of  contingent  assets  and  liabilities  at  the  dates of the
financial  statements  and  the reported amounts of revenues and expenses during
the  reported  periods. The most significant estimates and assumptions relate to
the  recoverability  of  internally  developed  software costs, fixed assets and
other  intangibles,  inventories,  realization  of deferred income taxes and the
adequacy  of  allowances  for  doubtful  accounts.  Actual  amounts could differ
significantly  from  these  estimates.

     Accounts Receivable.  We continuously monitor collections and payments from
     -------- ----------
our  customers,  third party and vendor receivables and maintain a provision for
estimated  credit  losses  based upon our historical experience and any specific
collection  issues  that  we  have  identified.  While  such  credit losses have
historically  been  within  our  expectations and the provisions established, we
cannot  guarantee that we will continue to experience the same credit loss rates
that  we  have  in  the  past.

     Inventories.  We  value  our  inventory at the lower of cost or market with
     -----------
cost  determined  under  the  retail  method.  We  regularly  review  inventory
quantities  on  hand  and  record  a provision for excess and obsolete inventory
where  appropriate  based primarily on our historical shrink and spoilage rates.

     Deferred Taxes.  We  recognize deferred tax assets and liabilities based on
     -------- -----
the  differences  between  the  financial statement carrying amounts and the tax
bases of assets and liabilities. We regularly review our deferred tax assets for
recoverability  and  establish a valuation allowance based on historical taxable
income,  projected  future  taxable  income,  and  the  expected  timing  of the
reversals  of  existing  temporary  differences.  If  we  are unable to generate
sufficient future taxable income, or if there is a material change in the actual
effective  tax  rates  or  time  period  within  which  the underlying temporary
differences  become  taxable  or deductible, we would be required to continue to
recognize  a  valuation  allowance  against  all or a significant portion of our
deferred  tax  assets  resulting  in  a material adverse impact on our operating
results.


                                       11
<PAGE>
     Intangibles  and  Other  Long-Lived Assets. Intangible and other long-lived
     ------------------------------------------
assets  are  amortized  over  their  useful  lives.  Useful  lives  are based on
management's  estimates  of  the  period  that the assets will generate revenue.
Intangible  assets  are  reviewed  for  impairment whenever events or changes in
circumstances  indicate  that  the  carrying  amount  of  an  asset  may  not be
recoverable.


RESULTS  OF  OPERATIONS
-----------------------

The  following  table  sets  forth,  as a percentage of sales, components of our
Results  of  Operations:

<TABLE>
<CAPTION>
                                        39 weeks     13 weeks     39 weeks     13 weeks
                                          ended        ended        ended        ended
                                         9/1/02       9/1/02       9/2/01       9/2/01
                                       -----------  -----------  -----------  -----------
<S>                                    <C>          <C>          <C>          <C>
Sales                                        100.0        100.0        100.0        100.0
Cost of sales                                 60.0         60.0         60.5         59.8
                                       -----------  -----------  -----------  -----------
Gross profit                                  40.0         40.0         39.5         40.2
Store operating, general and
    administrative expenses                   31.7         33.3         31.1         32.2
Pre-store opening startup costs                0.2          0.2          0.1          0.1
Depreciation and amortization                  3.2          3.4          3.0          3.3
Insurance and grant proceeds                  -0.3         -0.8           --           --
Non-store operating expense                    3.9          4.0          3.7          4.0
                                       -----------  -----------  -----------  -----------
Operating income (loss)                        1.3         -0.1          1.6          0.6
Other income (expense)                        -1.2         -1.2         -1.4         -1.5
                                       -----------  -----------  -----------  -----------
Income (loss) from operations before
   income taxes                                0.1         -1.3          0.2         -0.9
Provisions for income taxes                    0.0          0.0          0.0          0.0
                                       -----------  -----------  -----------  -----------
Net income (loss)                              0.1         -1.3          0.2         -0.9
                                       -----------  -----------  -----------  -----------
</TABLE>

Sales  were  $182,175,544  and $60,505,818 for the 39 weeks and for the 13 weeks
ended  September  1,  2002,  respectively,  as  compared  to  $170,403,587  and
$53,569,511  for  the  39  weeks  and  for the 13 weeks ended September 2, 2001,
respectively.  We temporarily closed four stores during the 13 weeks ended March
3, 2002.  During the 13 weeks ended June 2, 2002, we re-opened three stores that
were  closed for remodeling; the fourth store was closed for the entire 39 weeks
ended  September  1,  2002  and  is  expected  to  re-open  later  in  2002.

Same  store sales increased 8.7% and 11.8% for the 39 weeks and for the 13 weeks
ended  September 1, 2002, respectively, as compared to the 39 weeks and 13 weeks
ended September 2, 2001.  Same store sales are calculated using stores that were
open  for  business both in the current period and in the same period last year.

Gross profit was $72,890,207 or 40.0% of sales and $24,221,233 or 40.0% of sales
for  the 39 weeks and for the 13 weeks ended September 1, 2002, respectively, as
compared  to $67,367,786 or 39.5% of sales and $21,539,230 or 40.2% of sales for
the  39  weeks  and for the 13 weeks ended September 1, 2001, respectively.  The
increase  in  gross profit as a percentage of sales during the 2002 year to date


                                       12
<PAGE>
period  was  primarily  due to increased sales of perishables, which have higher
gross  margins.

Store  operating,  general and administrative expenses were $57,764,780 or 31.7%
of sales and $20,170,495 or 33.3% of sales for the 39 weeks and for the 13 weeks
ended  September  1,  2002, respectively, as compared to $53,014,750 or 31.1% of
sales  and  $17,270,249  or 32.2% of sales for the 39 weeks and for the 13 weeks
ended  September  2,  2001,  respectively.  Store  operating,  general  and
administrative  expenses  increased as a percentage of sales during the 13 weeks
ended  September  1,  2002  mainly  due to higher labor costs resulting from the
three  remodeled  stores  which  reopened  during  the  second  quarter  and  in
anticipation  of  several  new  stores  opening  during  the  fourth  quarter.

Pre-store  opening startup costs were $312,040 and $130,041 for the 39 weeks and
for  the  13 weeks ended September 1, 2002, respectively as compared to $165,000
and  $33,000  for  the  39  weeks  and for the 13 weeks ended September 2, 2001,
respectively.  Four  remodeled  stores  were  opened  during  the 13 weeks ended
September  1,  2002  and  the  Company  prepared  for  a  new store which opened
September  6, 2002, compared to one store during the 13 weeks ended September 2,
2001.

Non-store  operating expenses were $7,151,728 or 3.9% of sales and $2,422,547 or
4.0%  of  sales  for  the 39 weeks and for the 13 weeks ended September 1, 2002,
respectively,  as  compared  with  $6,290,843 or 3.7% of sales and $2,155,199 or
4.0%  of  sales  for  the 39 weeks and for the 13 weeks ended September 2, 2001,
respectively. Administrative payroll and fringes were 2.8% and 2.9% of sales for
the  39  weeks  and  for  the  13 weeks ended September 1, 2002, respectively as
compared  to  2.3% and 2.6% of sales for the 39 weeks and for the 13 weeks ended
September  2,  2001,  respectively.  The  increase in the 2002 periods primarily
reflects  the  addition  of  supervisory  personnel  as  a  result of additional
business generated by the store remodeling program.  We incurred higher costs of
fringe  benefits  during  the 2002 periods due to higher administrative salaries
and  higher costs of health care benefits.  General office expenses were 0.9% of
sales  for  both  the  39  weeks  and  for the 13 weeks ended September 1, 2002,
respectively  as  compared to 1.1% of sales for both the 39 weeks and for the 13
weeks  ended  September 2, 2001, respectively.  Professional fees were 0.2%  and
0.1%  of  sales  for  the 39 weeks and for the 13 weeks ended September 1, 2002,
respectively  as compared to 0.3% and 0.2% of sales for the 39 weeks and for the
13 weeks ended September 2, 2001, respectively.  Corporate expenses were 0.1% of
sales for each of  the 39 weeks and for the 13 weeks ended September 1, 2002 and
the  39  weeks  and  for  the  13  weeks  ended September 2, 2001, respectively.

Depreciation  and  amortization  expense  was  $5,902,418  or  3.2% of sales and
$2,032,828  or  3.4%  of  sales  for  the  39  weeks  and for the 13 weeks ended
September  1, 2002, respectively, as compared to $5,085,861 or 3.0% of sales and
$1,762,393  or  3.3%  of  sales  for  the  39  weeks  and for the 13 weeks ended
September  2,  2001, respectively. The increase in depreciation and amortization
expense was primarily the result of significant capital expenditures incurred in
connection  with  our  store  remodeling  and  expansion  program.

Interest  expense  was $2,136,709 or 1.2% of sales and $730,555 or 1.2% of sales
for  the 39 weeks and for the 13 weeks ended September 1, 2002, respectively, as
compared to $2,656,687 or 1.6% of sales and $786,894 or 1.5% of sales for the 39
weeks and for the 13 weeks ended September 2, 2001, respectively.  The decreases
in  the  2002  periods  were  primarily  attributable  to  lower interest rates,
partially  offset by increased borrowings under the bank line and capital leases
for  equipment  financing.

Other  income  (expense) was $0 for both the 39 weeks and for the 13 weeks ended
September  1, 2002 as compared to $177,329 and ($3,811) for the 39 weeks and for
the  13  weeks  ended September 2, 2001, respectively (which was attributable to
the  closure  of  a  store  and  the  sale  of  its  lease  in  January  2001).

As  a result of the items reviewed above, net income (loss) before provision for
income  taxes were $189,245 and ($777,264) for the 39 weeks and for the 13 weeks
ended  September  1,  2002, respectively, as compared to $318,700 and ($472,895)
for  the  39  weeks  and for the 13 weeks ended September 2, 2001, respectively.


                                       13
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

Liquidity:
----------

     Our  consolidated  financial  statements indicate that at September 1, 2002
current assets exceed current liabilities by $4,923,402 and stockholders' equity
was $11,781,746.  Management believes that cash flows generated from operations,
supplemented  by  financing  from  our  bank  facility  and  third party leasing
companies, will be sufficient to pay our debts as they may come due, provide for
our  capital  expenditure  program  and  meet  our  other  cash  requirements.

Debt  and  Debt  Service:
-------------------------

     Effective  October  2001,  our  credit  agreement with a group of banks was
amended  and  increased  to  an  aggregate total of $32,500,000, consisting of a
$15,500,000  term  loan  and  a  $17,000,000  revolving  line  of  credit. As of
September  1, 2002, our credit facility, as amended, provides for (i) a maturity
date of November 28, 2004 for the revolving line of credit, and December 3, 2006
for  the  term  loan,  at which time all amounts outstanding thereunder are due,
(ii)  certain  financial  covenants, and  (iii) amortization of the term loan in
monthly  amortizations  totaling  $2,000,000, $2,300,000, $2,600,000, $2,900,000
and  $3,200,000,  respectively,  in  each year during its term, and a $2,500,000
balloon  payment  at  maturity.

     Borrowings  under our credit facility bear interest at a spread over either
the  prime  rate  of  the bank acting as agent for the group of banks or a LIBOR
rate, with the spread dependent on the ratio of our funded debt to EBITDA ratio,
as  defined  in  our  credit  facility.  The  average  interest  rate on amounts
outstanding under our credit facility during the quarter ended September 1, 2002
was  5.05%  per  annum.

     Our  credit  facility  contains  covenants,  representations  and events of
default  typical  of  credit  agreements,  including  financial  covenants which
require  us  to  meet,  among  other  things, a minimum tangible net worth, debt
service  coverage  ratios  and  fixed  charge  coverage  ratios, and which limit
transactions  with  affiliates.  Our  credit  facility  is secured by equipment,
inventories  and  accounts  receivable.

     As  of  September  1,  2002,  John A. Catsimatidis, through affiliates, has
contributed  approximately  $14.5  million  to  us  in  the  form  of  unsecured
non-interest bearing loans, with $12.8 million subordinated to our bank lenders.
The  liability  presently  does not bear interest.  However, our credit facility
permits  us  to pay interest on such subordinated debt provided we have positive
net  income.

Capital  Expenditures:
----------------------

     Capital  expenditures were $9.2 million for the 39 weeks ended September 1,
2002,  including  property  acquired  under  capital leases, as compared to $6.3
million  for  the  39  weeks  ended  September  2,  2001.

     We  have  not  incurred  any material commitments for capital expenditures,
although  we  anticipate  spending  approximately  $8  million  to  $10  million
exclusive  of  new capital leases on our store remodeling and expansion  program
in  fiscal 2002.  Such amount is subject to adjustment based on the availability
of  funds.

Cash  Flow:
-----------

     Cash  provided  by  operating  activities amounted to $4,883,923 for the 39
weeks  ended  September 1, 2002 as compared to $2,662,738 for the 39 weeks ended
September  2,  2001.  The  change  in  cash  flow  from operating activities was
primarily  due  to  cash  used  in  reducing  accounts  payable  and provided by
operating  assets  and  liabilities.  Net cash used for investing activities was
$5,639,418  in  2002  as  compared to $3,521,230 in 2001 (net of proceeds from a
store  closed  in  January  2001).  Cash  provided  by  financing activities was
$839,452  for  the  39 weeks ended September 1, 2002 as compared to $800,313 for


                                       14
<PAGE>
the 39 weeks ended September 2, 2001 reflecting the bank financing drawn upon in
2002 and the additional proceeds provided by an affiliate of the Company, offset
by  repayments  of  bank  loans  and  capital  leases.

Recent  Accounting  Pronouncements:
-----------------------------------

In June 2001, the Financial Accounting Standards Board finalized FASB Statements
No.  141,  "Business  Combinations" (SFAS 141), and No. 142, "Goodwill and Other
Intangible Assets" (SFAS 142).  SFAS 141 requires the use of the purchase method
of  accounting  and  prohibits  the  use  of  the pooling-of-interests method of
accounting  for  business  combinations initiated after June 30, 2001.  SFAS 141
also  requires  that the Company recognize acquired intangible assets apart from
goodwill  if  they  meet  certain  criteria.  SFAS  141  applies to all business
combinations  initiated  after  June  30,  2001  and  for  purchase  business
combinations  completed  on  or  after  July  1,  2001.  It  also requires, upon
adoption  of  SFAS  142  that  we  reclassify the carrying amounts of intangible
assets  and  goodwill based on the criteria in SFAS 141.  We adopted SFAS 141 in
the  first  quarter  of  fiscal  2002  with  no material effect on our financial
statements.

SFAS  142  requires,  among  other  things,  that  companies  no longer amortize
goodwill,  but  instead  test  goodwill  for  impairment  at least annually.  In
addition,  SFAS  142  requires that the Company identify reporting units for the
purposes  of  assessing  potential  future impairments of goodwill, reassess the
useful  lives  of  other  existing  recognized  intangible  assets,  and  cease
amortization of intangible assets with an indefinite useful life.  An intangible
asset  with  an  indefinite  useful  life  should  be  tested  for impairment in
accordance  with the guidelines in SFAS 142.  SFAS 142 is required to be applied
in  fiscal  years  beginning  after  December 15, 2001 to all goodwill and other
intangible  assets recognized at that date, regardless of when those assets were
initially  recognized.  It  also requires us to complete a transitional goodwill
impairment  test  within  six  months  from  the  date of adoption.  We are also
required  to  reassess  the  useful  lives of other intangible assets within the
first  interim  quarter  after adoption of SFAS 142.  We adopted SFAS 142 in the
first  quarter  of  fiscal  2002  with  no  material  effect  on  our  financial
statements.

In  August  2001,  the  Financial  Accounting  Standards  Board  ("FASB") issued
Statement  of  Financial  Accounting Standards ("SFAS") No. 144, "Accounting for
the  Impairment or Disposal of Long-Lived Assets."  SFAS 144 addresses financial
accounting  and reporting for the impairment or disposal of long-lived assets to
be  held and used, to be disposed of other than by sale and to be disposed of by
sale.  Although  SFAS  144  retains  certain  of the provisions of SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed  Of,"  it  superceded  SFAS  No.  121.  SFAS  144  is effective for
financial  statements  issued for fiscal years beginning after December 15, 2001
and  interim periods within those fiscal years.  We adopted SFAS 144 as of March
4,  2002  with  no  material  effect  on  our  financial  statements.


                                       15
<PAGE>
ITEM 4.   CONTROLS AND PROCEDURES

     a.   Evaluation  of disclosure controls and procedures: The Company's Chief
          Executive  Officer  and  its Chief Financial Officer, after evaluating
          the  effectiveness of the Company's disclosure controls and procedures
          (as  defined in Exchange Act Rules 13a-14 (c) and 15-d-14 (c)) as of a
          date  within  90  days of the filing date of the quarterly report (the
          "Evaluation Date"), have concluded that as of the Evaluation Date, the
          Company's  disclosure  controls  and  procedures  were  adequate  and
          effective  to ensure that material information relating to the Company
          would  be  made  known  to  them  by  others  within  the  Company.

     b.   Changes in internal controls: There were no significant changes in the
          Company's  internal  controls  or  in  other  factors  that  could
          significantly  affect  the  Company's internal controls and procedures
          subsequent to the Evaluation Date, nor any significant deficiencies or
          material weaknesses in such internal controls and procedures requiring
          corrective  actions.


                                       16
<PAGE>
                     GRISTEDE'S FOODS INC. AND SUBSIDIARIES


                           PART II - OTHER INFORMATION


ITEM  1.     LEGAL  PROCEEDINGS
             ------------------

     Reference  is  made  to  Item 3 contained in the Company's Annual Report on
Form 10-K for the year ended December 2, 2001 to the matter captioned: Ansoumana
v.  Great  Atlantic  &  Pacific Tea Company, Inc. d/b/a A&P, Shopwell Inc. d/b/a
Food  Emporium,  Gristede's  Operating  Corp.,  Duane Reade, Inc., Charlie Baur,
individually  and d/b/a B&B Delivery Service a/k/a Citi Express, Scott Weinstein
and Steven Pilavan, individually and d/b/a Hudson Delivery Service Inc., Chelsea
Trucking,  Inc. a/k/a Hudson York (hereinafter referred to as the "Federal Court
Action").  The  Company  has  entered  into  an  agreement  in  principle on the
parameters  of a possible settlement ("settlement") with delivery workers of The
Great  American  Delivery  Service Company and predecessor companies operated by
Charles  Baur  ("Great  American  /  Baur).  The  Company  estimates that such a
possible  settlement  could  result in potential payments of $2,750,000, payable
over  a  number  of  years,  without  interest,  which  amount  would  be shared
approximately  50-50  by the Company with its predecessor private companies, and
with the private companies also paying plaintiff's legal expenses. Additionally,
recoveries  from  a $400,000 security bond posted by Great American / Baur shall
be  solely  for  the  Company's  benefit.  However, any final settlement must be
approved  by the Company's banks, the state, the courts, and the plaintiffs. The
Company  and  its  legal  counsel  are not presently able to predict whether the
settlement  will  be  implemented. Accordingly, the Company has not recorded any
contingent  liability  in  its consolidated financial statements related to this
matter.


Reference  is  also  made  to Item 3 contained in the Company's Annual Report on
Form  10-K  for  the  year  ended December 2, 2001 to the matter captioned: RMED
International  Inc.  v. Sloan's Supermarkets Inc. and John A. Catsimatidis.  The
defendants filed a motion to reargue the court's decision not to dismiss certain
of  the  plaintiff's claims on summary judgment, including the plaintiff's claim
under Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule
10b-5  thereunder,  as well as the plaintiff's claim of fraud under state common
law.  This  motion  has been denied.  The case is scheduled to go to trial after
the  new  year.


ITEM  2.     CHANGE  IN  SECURITIES  AND  USE  OF  PROCEEDS
             ----------------------------------------------

             None.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES
             ----------------------------------

             None.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
             -----------------------------------------------------------

             None.

ITEM  5.     OTHER  INFORMATION
             ------------------

             Forward-looking information:
             ----------------------------

     This report and documents incorporated by reference contain both historical
and  "forward-looking  statements"  within the meaning of the Private Securities
Litigation  Reform  Act  of  1995.  Words  such  as  "anticipates",  "believes",
"expects", "intends", "future", and similar expressions identify forward-looking
statements.  Any  such  "forward-looking"  statements in this report reflect the
Company's current views with respect to future events and financial performance,
and  are  subject to a variety of factors that could cause the actual results or
performance to differ materially from historical results or from the anticipated
results  or performance expressed or implied by such forward-looking statements.
Because  of  such  factors, there can be no assurance that the actual results or
developments  anticipated  by  the  Company  will  be  realized  or,  even  if
substantially  realized,  that they will have the anticipated results. The risks
and  uncertainties  that  may affect the Company's business include, but are not
limited  to:  economic  conditions,  governmental  regulations,  technological
advances,  pricing  and  competition,  acceptance  by  the  marketplace  of  new
products,  retention of key personnel, the sufficiency of financial resources to
sustain and expand the Company's operations, and other factors described in this
report and in prior filings with the Securities and Exchange Commission. Readers
should  not place undue reliance on such forward-looking statements, which speak
only  as of the date hereof, and should be aware that except as may be otherwise
legally  required  of  the  Company,  the  Company  undertakes  no obligation to
publicly  revise  any  such  forward-looking  statements  to  reflect  events or
circumstances  that may arise after the date hereof. A more detailed description
of  some of the risk factors is set forth in the Company's Annual Report on Form
10-K,  dated  December  2,  2001.


                                       17
<PAGE>
ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K
             -------------------------------------

             (a)  Exhibits

             None.

             (b)  There were two Current Reports on Form 8-K filed during the
                  13 weeks ended September 1, 2002, on June 4 and June 18,
                  2002.


                                       18
<PAGE>
                                   SIGNATURES



Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized.

                                              Gristede's  Foods,  Inc.

                                      By:     /s/  John  A.  Catsimatidis
                                              ----------------------------------

                                              John  A.  Catsimatidis
                                              Chairman  of  the  Board  and
                                              Chief  Executive  Officer


Dated:  October  21,  2002



                                      By:     /s/  Gary  Pokrassa
                                              ----------------------------------

                                              Gary  Pokrassa
                                              Chief  Financial  Officer


Dated:  October  21,  2002


                                       19
<PAGE>
                       ANNUAL AND QUARTERLY CERTIFICATIONS
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John A. Catsimatidis, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Gristede's Foods, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
          a) designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;
          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and
          c) presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and
     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

/s/ John A. Catsimatidis

Date: October 21, 2002
Title:     Chief Executive Officer


                                       20
<PAGE>
                       ANNUAL AND QUARTERLY CERTIFICATIONS
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gary Pokrassa, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Gristede's Foods, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
          a) designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;
          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and
          c) presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and
     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

/s/ Gary Pokrassa

Date: October 21, 2002
Title:     Chief Financial Officer


                                       21
<PAGE>
                                  Certification
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States
                                      Code)

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a)
and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of
the undersigned officers of Gristede's Foods, Inc., a Delaware corporation (the
"Company"), does hereby certify, to such officer's knowledge, that:

     The Quarterly Report of Form 10-Q for the quarter ended September 1, 2002
(the "Form 10-Q") of the Company fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained
in the Form 10-Q fairly presents, in all material respects, the financial
condition and results of operations of the Company.

Dated:
/s/ John A. Catsimatidis

                              Name: John A. Catsimatidis
                                    Chief Executive Officer


Dated:
/s/ Gary Pokrassa

                              Name: Gary Pokrassa
                                    Chief Financial Officer

     The foregoing certification is being furnished solely pursuant to
section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of
Section 1350, Chapter 63 of Title 18, United States Code) and is not being
furnished as part of Form 10-Q or as a separate disclosure document.


                                       22
<PAGE>