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 MARCH 2, 2003

[ ]        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
    ---     ---

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes      No  X
    ---     ---


At April 18, 2003, 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
               March  2,  2003  and  December  1,  2002                  Page  3
            Consolidated  Statements  of  Operations  for
               the  13  weeks  ended  March  2,  2003
               and  March  3,  2002                                      Page  4
            Consolidated  Statements  of  Stockholders'
               Equity  for  the  52  weeks  ended
               December  1,  2002  and  the
               13  weeks  ended  March  2,  2003                         Page  5

            Consolidated  Statements  of  Cash  Flows  for
               the  13  weeks  ended  March  2,  2003
               and  March  3,  2002                                      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

  ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
              MARKET RISK                                               Page  16

  ITEM 4.   CONTROLS  AND  PROCEDURES                                   Page  16

PART II  -  OTHER  INFORMATION                                          Page  17


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

FINANCIAL STATEMENTS

                                      GRISTEDE'S FOODS, INC.
                                   CONSOLIDATED BALANCE SHEETS


                                                                              (Unaudited)
                                                                                March 2,      December 1,
ASSETS                                                                            2003           2002
                                                                              -------------  -------------
<S>                                                                           <C>            <C>
CURRENT ASSETS:
  Cash                                                                        $    616,428   $    576,358
  Accounts receivable - net of allowance for doubtful accounts
     of $498,000 at March 2, 2003 and $481,000 at December 1, 2002               7,917,422      7,659,552
  Inventories                                                                   39,414,400     37,601,170
  Due from related parties - trade                                                 225,000        251,665
  Prepaid expenses and other current assets                                      2,073,035      2,825,984
                                                                              -------------  -------------

           Total current assets                                                 50,246,285     48,914,729
                                                                              -------------  -------------

PROPERTY AND EQUIPMENT:
  Furniture, fixtures and equipment                                             20,668,176     20,159,016
  Capitalized equipment leases                                                  35,440,435     34,300,805
  Leaseholds and leasehold improvements                                         61,037,241     59,323,240
                                                                              -------------  -------------
                                                                               117,145,852    113,783,061
  Less accumulated depreciation and amortization                                50,564,903     48,474,655
                                                                              -------------  -------------

           Net property and equipment                                           66,580,949     65,308,406

  Deposits and other assets                                                      1,133,813      1,120,028
  Due from related party - trade                                                 1,414,436      1,225,000
  Other assets                                                                   3,796,900      4,043,978
                                                                              -------------  -------------

TOTAL                                                                         $123,172,383   $120,612,141
                                                                              =============  =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable, trade                                                     $ 36,261,359   $ 33,438,962
  Accrued payroll, vacation and withholdings                                     3,438,319      3,177,933
  Accrued expenses and other current liabilities                                 2,391,214      2,343,654
  Due to affiliates - trade                                                        217,417        398,913
  Capitalized lease obligations - current portion                                5,589,569      4,892,101
  Current portion of long term debt                                              2,575,740      2,500,740
                                                                              -------------  -------------

           Total current liabilities                                            50,473,618     46,752,303

  Long-term debt - noncurrent portion                                           27,699,802     28,349,802
  Due to affiliates                                                             16,188,447     14,842,437
  Capitalized lease obligations - noncurrent portion                            14,194,454     14,945,257
  Deferred rent                                                                  5,332,704      5,056,248
                                                                              -------------  -------------

           Total liabilities                                                   113,889,025    109,946,047
                                                                              -------------  -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Preferred stock, $50 Par, -shares authorized 500,000; none issued                     --             --
  Common stock, $0.02 par value - shares authorized 25,000,000; outstanding
       19,636,574 shares at March 2, 2003 and December 1, 2002                     392,732        392,732
  Additional paid-in capital                                                    14,136,674     14,136,674
  Retained earnings/ (deficit)                                                  (5,246,048)    (3,863,312)
                                                                              -------------  -------------

           Total stockholders' equity                                            9,283,358     10,666,094
                                                                              -------------  -------------

TOTAL                                                                         $123,172,383   $120,612,141
                                                                              =============  =============

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


                                        3
<PAGE>
<TABLE>
<CAPTION>
                              GRISTEDE'S FOODS, INC.
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE 13 WEEKS ENDED MARCH 2, 2003 AND MARCH 3, 2002



                                                        13 weeks       13 weeks
                                                          ended         ended
                                                         March 2,      March 3,
                                                           2003          2002
                                                       ------------  ------------
<S>                                                    <C>           <C>

Sales                                                  $74,594,759   $59,790,660
Cost of sales                                           45,435,373    36,029,545
                                                       ------------  ------------

Gross profit                                            29,159,386    23,761,115

Store operating, general and administrative expenses    24,331,332    18,140,022

Pre-store opening startup costs                            235,007            --

Depreciation and amortization                            2,380,026     1,908,654

Insurance proceeds - terrorist attack                           --      (100,000)

Non-store operating expenses:

    Administrative payroll and fringes                   2,006,665     1,626,469
    General office expense                                 583,053       511,089
    Professional fees                                      105,519       124,807
    Corporate expense                                       59,108        55,174
                                                       ------------  ------------

Total non-store operating expenses                       2,754,345     2,317,539
                                                       ------------  ------------

Operating income (loss)                                   (541,324)    1,494,900
                                                       ------------  ------------

Other income (expense):

    Interest expense                                      (842,649)     (711,829)
    Interest income                                          1,237         2,914
    Other income                                                --            --
                                                       ------------  ------------

Total other income (expense) - net                        (841,412)     (708,915)
                                                       ------------  ------------

Income (loss) before income taxes                       (1,382,736)      785,985

Provision for income taxes                                      --        25,000
                                                       ------------  ------------

Net income (loss)                                      $(1,382,736)  $   760,985
                                                       ============  ============

Net income (loss) per share; basic and diluted              ($0.07)  $      0.04
                                                       ============  ============

Weighted average number of shares and
equivalents outstanding                                 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 1, 2002
                                     AND FOR THE 13 WEEKS ENDED MARCH 2, 2003


                                                             Additional   Retained        Total
                                        Common stock          Paid-In     earnings     Stockholders'
                                   Shares        Amount       Capital     (deficit)      Equity
                                 -----------  ------------  -----------  ------------  -----------
<S>                              <C>          <C>           <C>          <C>           <C>
Balance at December 2, 2001      19,636,574   $   392,732   $14,136,674  $(2,936,905)  $11,592,501

Net loss for the 52 weeks ended
   December 1, 2002                                                         (926,407)     (926,407)
                                 -----------  ------------  -----------  ------------  -----------

Balance at December 1, 2002      19,636,574   $   392,732   $14,136,674  $(3,863,312)  $10,666,094

Net loss for the 13 weeks
   ended March 2, 2003                                                    (1,382,736)   (1,382,736)
                                 -----------  ------------  -----------  ------------  -----------

Balance at March 2, 2003         19,636,574   $   392,732   $14,136,674  $(5,246,048)  $ 9,283,358
                                 ===========  ============  ===========  ============  ===========

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


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                       GRISTEDE'S FOODS, INC.
                          UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE 13 WEEKS ENDED  MARCH 2, 2003 AND MARCH 3, 2002

                                                                 13 weeks      13 weeks
                                                                  ended         ended
                                                                 March 2,      March 3,
                                                                   2003          2002
                                                               ------------  ------------
<S>                                                            <C>           <C>
Cash flows from operating activities:

   Net income (loss)                                           $(1,382,736)  $   760,985

   Adjustments to reconcile net income (loss) to net cash
   provided by (used in) operating activities:
     Depreciation and amortization                               2,380,026     1,908,653
     Change in allowance for bad debts                              17,483        28,405
     Changes in operating assets and liabilities:
       Accounts receivable                                        (275,353)     (308,586)
       Inventories                                              (1,813,229)     (192,227)
       Due to/from related parties - trade                        (344,266)     (152,790)
       Prepaid expenses and other current assets                   752,949       605,035
       Other assets                                                (56,486)     (110,200)
       Accounts payable, trade                                   2,822,397    (3,054,371)
       Accrued payroll, vacation and withholdings                  260,385      (112,182)
       Accrued expenses and other current liabilities               47,560       (45,229)
       Deferred rent                                               276,457       180,396
                                                               ------------  ------------

         Net cash provided by (used in) operating activities     2,685,187      (492,111)
                                                               ------------  ------------

Cash flows from investing activities:
   Capital expenditures                                         (2,223,162)   (1,308,697)
                                                               ------------  ------------

         Net cash used in investing activities                  (2,223,162)   (1,308,697)
                                                               ------------  ------------

Cash flows from financing activities:
    Repayments of bank loan                                       (575,000)     (230,769)
    Proceeds from bank loans                                            --     2,900,000
    Repayment of capitalized lease obligations                  (1,192,965)     (952,321)
    Advances from affiliates                                     1,346,010       158,903
                                                               ------------  ------------

         Net cash provided by (used in) financing activities      (421,955)    1,875,813
                                                               ------------  ------------

Net increase in cash                                                40,070        75,005

Cash, begining of period                                           576,358       475,873
                                                               ------------  ------------

Cash, end of period                                            $   616,428   $   550,878
                                                               ============  ============

Supplemental disclosures of cash flow information:

    Cash paid for interest                                     $   870,628   $   916,782
    Cash paid (refunded) for taxes                             $    23,590   $   (46,481)


Supplemental schedule of non cash financing activity:
    Assets acquired under capitalized lease obligations        $ 1,139,630   $        --


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 and a wholesale warehouse / distribution
business  (collectively  the  "Food  Group")  that  were  owned  by  John  A.
Catsimatidis,  the Company's majority stockholder, Chairman of the Board and CEO
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  41  supermarkets  and  three free-standing pharmacies in
Manhattan,  New  York,  three  supermarkets in Westchester County, New York, one
supermarket  in each of Brooklyn, New York, Bronx, New York and Long Island, New
York.  All  of the supermarkets and pharmacies are leased and operated under the
"Gristede's"  banner.

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  in accordance with accounting principles generally
accepted  in the United States ("GAAP") for interim financial information and in
accordance  with  the  rules  and  regulations  of  the  Securities and Exchange
Commission ("SEC").  Accordingly, they do not include all of the information and
footnotes  required by GAAP for complete financial statements.  The consolidated
financial  statements  included  herein  should  be read in conjunction with the
consolidated  financial  statements  and  footnotes  thereto included within the
Annual  Report  on  Form  10-K  for  the  fiscal  year  ended  December 1, 2002.

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.

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


                                        7
<PAGE>
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.

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.

Accrued  Self-Insurance  -  Insurance  expense  for employee-related health care
-----------------------
benefits  are  estimated  using  historical  experience.

Deferred  Income  -  Rebates  received  from  vendors  that  are based on future
----------------
purchases  are  initially  deferred and are recognized as a reduction of cost of
goods  sold  when the related inventory is purchased.  Rebates not tied directly
to  purchases  are  recognized  as  a  reduction  of  cost  of  goods  sold on a
straight-line  basis  over  the  related  contract  term.

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.


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  by  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  nine  store locations (one of which commenced operations in the
second  fiscal  quarter).  During  the  13 weeks ended March 2, 2003 the Company
paid  $761,895  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 Corp. (formerly Red Apple Leasing, Inc.).  These
leases  are  primarily  for  store operating equipment.  Obligations under these
leases  at  March  2,  2003  were $3,257,934.  These leases require that monthly
payments  of  $76,790  be  made  to  Red  Apple  Lease Corp. through March 2007.

Certain stores have entered into capital and operating leases with an affiliate,
United  Acquisition  Leasing Corp., a company wholly owned by John Catsimatidis.
Such  leases  are  primarily  for  store operating equipment.  Obligations under
these  leases  at  March  2,  2003  were  $5,019,965.  These leases require that
monthly  payments  of  $116,078 be made to United Acquisition Leasing Corp. with
various  expirations  through  February  2008.

Amounts  due  to  affiliates,  primarily 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


                                        8
<PAGE>
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 affiliates at March 2, 2003 was
$16,188,447,  $15,600,000 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.

In  October  2002,  an affiliate of the Company acquired the fixtures, 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  assets to the Company.  Such stores had been closed for more than
six  months  prior to the transaction. Obligations under these capital leases at
March  2,  2003  were $4,907,255 and require monthly payments of $79,156 through
February  2008  and  a  balloon  payment  of  $1,629,156  at  such  time.

Due  from  related  parties  -  trade,  represents  amounts  due from affiliated
companies  for  merchandise  shipped  from the Company's subsidiary City Produce
Operating  Corp.  in  the ordinary course of business and for which payments are
made  to  such subsidiary on a continuous basis under extended terms, as well as
management  fees receivable for administrative and managerial services performed
for the affiliated companies by the Company.  During the 13 weeks ended March 2,
2003  and  March  3,  2002,  merchandise  sales to affiliates were approximately
$163,000  and $314,000, respectively.  Of the total trade receivable due from an
affiliate,  $1,414,436  has  been classified as non-current on the balance sheet
due  to  the  extended  payment  terms  granted.

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 a corporation controlled by John
Catsimatidis.  On  March  1,  2000  the  Company and the affiliate determined to
restructure  the transaction by rescinding the purchase effective 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 the
account  of  the  Company.  The  operating  agreement  presently  terminates  on
December 1, 2003, but the term shall be extended for additional one year periods
unless  either party gives 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  shall  pay to the affiliate $1.00 per annum, plus such
other  consideration  as  may  be approved by the Company's directors (excluding
John  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  $2,778,000,  which  price is the fair market price of the
supermarket  established  on  October  11,  1999  by  the  Company's  directors
(excluding  John  Catsimatidis).

In  May 2000, another affiliate and the Company entered into a similar operating
agreement  for  a store owned by the affiliate.  As consideration, the affiliate
receives  the  nominal  amount of $1 per annum, plus such other consideration as
may  be  approved by the Company's directors (excluding John Catsimatidis).  The
operating  agreement presently terminates on May 10, 2004, but the term shall be
extended  for  additional  one  year periods unless either party gives notice of
termination  not later than 90 days prior to the end of the then current term of
the agreement. 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 Catsimatidis) using a valuation criterion
similar to that issued for valuing the store at 1644 York Avenue, New York City.
It  is  management's  opinion  that  the  fair  market  value  of  this store is
approximately  $3  million.

The  affiliates' intention in entering into these two operating agreements where
the  Company  enjoys full benefits of ownership for the nominal consideration of
$1 per annum per store was to effect post closing adjustments in connection with
the  Food  Group  acquisition.  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.

The  Company  uses the services of an affiliate Red Apple Medical, a corporation
wholly-owned by John Catsimatidis, as an agent for self-insurance purposes.  All
employee  medical  claims  are  submitted  to  a  third  party administrator who


                                        9
<PAGE>
processes  claims to be remitted through a controlled account.  Such amounts are
reimbursed  by  the Company to the agent.  No fees have been paid to this entity
for  the  fiscal  years  2002  or  2003  to  date.


3.  LITIGATION

In  re: Red Apple Supermarkets, Inc., Gristede's Supermarkets, Inc., Supermarket
Acquisition  Corp.,  and  Gristede's  Sloan's Inc., Plaintiffs, against Rite Aid
Corporation  and  Rite  Aid  of  New  York,  Inc.,  Defendants

The  Company  settled this litigation in March 2003, whereby Rite Aid returned a
store  to  the Company at 113-119 Fourth Avenue, Manhattan, New York City, which
was  previously  operated  by  an affiliate of the Company, in settlement of the
litigation.

The  Company  purchased  Rite  Aid's prescription records and inventory for this
location.   In addition, the Company paid a nominal fee for Rite Aid's furniture
and  equipment  and  the  Company  has  the  benefit  of  Rite  Aid's  leasehold
improvements  at  the store at no additional cost. The Company believes that the
fair  market  value of the acquired store lease and leasehold improvements to be
in  excess  of  the  settlement  sum due from Rite Aid recorded on the Company's
books.


4. COSTS RELATING TO THE KINGS ACQUISITION

The Company has incurred costs in an effort to acquire Kings Supermarkets, Inc.,
a  chain  of  29  stores,  mainly  located  in Northern New Jersey.  The Company
intends  to  continue  such efforts to acquire this company. No assurance can be
given  that  this  acquisition  will  be  consummated.  In  connection  with the
proposed  acquisition  and related financing, 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  its  affiliate United Acquisition Corp.  The
deferred  costs  will  be  allocated  to  the  purchase price and financing upon
completion  of  the  transaction.  Should  the  transaction be unsuccessful, the
deferred  costs  will  be  charged  to  operations.  Any costs reimbursed by the
affiliate  will  be  reflected  as  a  capital  contribution.


                                       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 QUARTERS ENDED MARCH 2, 2003 AND MARCH
          3,  2002


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  2  of  the  Notes  to  the  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
used  by  us.

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 reporting 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.

Intangibles  and  Other  Long-Lived  Assets

Property,  plant  and  equipment, intangible and certain 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.

Accrued  Self-Insurance

Insurance  expense for employee-related health care benefits are estimated using
historical  experience.


                                       11
<PAGE>
Deferred  Income
----------------
Rebates  received  from vendors that are based on future purchases are initially
deferred  and  are  recognized  as  a  reduction  of cost of goods sold when the
related  inventory  is  purchased.  Rebates  not  tied directly to purchases are
recognized  as  a  reduction of cost of goods sold on a straight-line basis over
the  related  contract  term.

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

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

<TABLE>
<CAPTION>
                                       13 weeks  13 weeks
                                        ended     ended
                                        3/2/03    3/3/02
                                       --------  --------
<S>                                    <C>       <C>
Sales                                     100.0     100.0
Cost of sales                              60.9      60.3
                                       --------  --------

Gross profit                               39.1      39.7
Store operating, general and
    administrative expenses                32.6      30.3
Pre-store opening startup costs             0.3       0.0
Depreciation and amortization               3.2       3.2
Insurance and grant proceeds                0.0      -0.2
Non-store operating expense                 3.7       3.9
                                       --------  --------

Operating income (loss)                    -0.7       2.5
Other income (expense)                     -1.2      -1.2
                                       --------  --------

Income (loss) from operations before
   income taxes                            -1.9       1.3
Provisions for income taxes                 0.0       0.0
                                       --------  --------

Net income (loss)                          -1.9       1.3
                                       --------  --------
</TABLE>

Sales  were  $74,594,759  for the 13 weeks ended March 2, 2003, a 24.8% increase
over  sales  of  $59,790,660  for  the  13  weeks  ended  March  3,  2002.

Same  store  sales  were slightly ahead for the 13 weeks ended March 2, 2003, as
compared  to  the  13 weeks ended March 3, 2002. 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 $29,159,386 or 39.1% of sales for the 13 weeks ended March 2,
2003  as  compared to $23,761,115 or 39.7% of sales for the 13 weeks ended March
3,  2002.  The decrease in gross profit as a percentage of sales during the 2003
year  to  date  period  was primarily due to new stores opened during the latter
part  of  2002  and  in  2003,  which  have  promotional  pricing.

The  Company  expects its recent store expansion, and the remodeled store opened
in  the current second quarter to also impact results for the remaining quarters
of  fiscal  2003.

Store  operating,  general and administrative expenses were $24,331,332 or 32.6%
of  sales  for  the  13  weeks ended March 2, 2003 as compared to $18,140,022 or
30.3%  of  sales  for the 13 weeks ended March 3, 2002. Store operating, general
and  administrative  expenses increased as a percentage of sales during the 2003
period  mainly  due  to  higher labor costs resulting from the new and remodeled
stores  which  opened  or  re-opened  since  the  2002  period.


                                       12
<PAGE>
Pre-store  opening  startup  costs were $235,007 for the 13 weeks ended March 2,
2003  as  compared  to  $0 for the 13 weeks ended March 3, 2002.  Two new stores
were opened during the 13 weeks ended March 2, 2003 and the Company prepared for
a  new store which opened after the end of the first quarter, compared to no new
or remodeled stores opened or re-opened during the 13 weeks ended March 3, 2002.

Non-store  operating  expenses were $2,754,345 or 3.7% of sales for the 13 weeks
ended  March  2,  2003  as  compared with $2,317,539 or 3.9% of sales for the 13
weeks ended March 3, 2002. Administrative payroll and fringes were 2.7% of sales
for  both the 13 weeks ended March 2, 2003 and the 13 weeks ended March 3, 2002,
respectively.  General  office expenses were 0.8% of sales for both the 13 weeks
ended  March  2,  2003  and  the  13  weeks  ended  March 3, 2002, respectively.
Professional  fees  were  0.1%  of sales for the 13 weeks ended March 2, 2003 as
compared  to  0.2%  of  sales  for  the 13 weeks ended March 3, 2002.  Corporate
expenses  were  0.1%  of sales for each of  the 13 weeks ended March 2, 2003 and
for  the  13  weeks  ended  March  3,  2002.

Depreciation and amortization expense was $2,380,026 or 3.2% of sales for the 13
weeks  ended March 2, 2003 as compared to $1,908,654 or 3.2% of sales for the 13
weeks ended March 3, 2002. 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 $842,649 or 1.1% of sales for the 13 weeks ended March 2,
2003  as  compared  to $711,829 or 1.2% of sales for the 13 weeks ended March 3,
2002.  The  increases in the 2003 period was primarily attributable to increased
borrowings  under  the  bank  line  and  capital leases for equipment financing,
partially  offset  by  lower  interest  rates.

As  a result of the items reviewed above, net income (loss) before provision for
income  taxes  were  ($1,382,736)  and  for  the 13 weeks ended March 2, 2003 as
compared  to  $760,985  for  the  13  weeks  ended  March  3,  2002.


LIQUIDITY  AND  CAPITAL  RESOURCES

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

     Our  consolidated  financial  statements  indicate  that  at  March 2, 2003
current  liabilities  exceed current assets by $227,333 and stockholders' equity
was  $9,283,358.  Management believes that cash flows generated from operations,
supplemented  by financing from its bank facility, third party leasing companies
and/or  additional  financing  from  the Company's majority shareholder, will be
sufficient  to  pay  the  Company's  debts as they may come due, provide for its
capital  expenditure  program  and  meet  its  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 March 2,
2003,  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,


                                       13
<PAGE>
as  defined  in  our  credit  facility.  The  average  interest  rate on amounts
outstanding under our credit facility during the quarter ended March 2, 2003 was
4.98%  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.

     The  Company's  majority  shareholder,  through affiliates, has contributed
$16,188,447 through March 2, 2003, in the form of unsecured non-interest bearing
loans,  of  which  $15,600,000  is  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.

     The  Company  has available affiliate leasing lines of credit sufficient to
lease  finance equipment for its ongoing store remodeling and expansion program.

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

     Capital  expenditures  were  $3.4  million  for the 13 weeks ended March 2,
2003,  including  property  acquired  under  capital leases, as compared to $1.3
million  for  the  13  weeks  ended  March  3,  2002.

     We  have  not  incurred  any material commitments for capital expenditures,
although  we  anticipate  spending  approximately  $8  million  to  $10  million
inclusive  of  new capital leases on our store remodeling and expansion  program
in  fiscal 2003.  Such amount is subject to adjustment based on the availability
of  funds.

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

     Cash  provided by (used in) operating activities amounted to $2,685,187 for
the  13  weeks  ended  March  2, 2003 as compared to $(492,111) for the 13 weeks
ended  March  3,  2002.  The  change  in cash flow from operating activities was
primarily  due  to  increasing  accounts  payable  to  support  an  increase  of
inventory, primariliy due to new stores opened in the quarter. Net cash used for
investing  activities  was $2,223,162 in 2003 as compared to $1,308,697 in 2002.
Cash  provided by (used in) financing activities was $(421,956) for the 13 weeks
ended  March  2,  2003 as compared to $1,875,813 for the 13 weeks ended March 3,
2002  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  the  Company  reclassify  the carrying amounts of
intangible  assets  and  goodwill based on the criteria in SFAS 141. The Company
adopted  SFAS 141 in the first quarter of fiscal 2002 with no material effect on
the  financial  statements  of  the  Company.

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


                                       14
<PAGE>
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 the Company to complete a transitional
goodwill  impairment  test  within  six  months  from the date of adoption.  The
Company is also required to reassess the useful lives of other intangible assets
within the first interim quarter after adoption of SFAS 142. The Company adopted
SFAS  142  in  the  first  quarter of fiscal 2002 with no material effect on its
financial  statements.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 develops an accounting model, based
upon  the  framework  established  in  SFAS No. 121, for long-lived assets to be
disposed  by  sales.  The  accounting  model  applies  to all long-lived assets,
including discontinued operations, and it replaces the provisions of ABP Opinion
No.  30, "Reporting Results of Operations-Reporting the Effects of Disposal of a
Segment  of  a  Business  and  Extraordinary, Unusual and Infrequently Occurring
Events  and  Transactions," for disposal of segments of a business. SFAS No. 144
requires  long-lived  assets  held  for  disposal to be measured at the lower of
carrying  amount  or  fair  values  less  costs  to  sell,  whether  reported in
continuing  operations or in discontinued operations. The statement is effective
for  fiscal  years  beginning  after December 15, 2001. The Company adopted this
standard  in  the  first  quarter  of fiscal 2003 with no material effect on the
financial  statements  of  the  Company.

In  July  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit  or Disposal Activities." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and replaces
EITF  Issue  No.  94-3,  "Liability Recognition for Certain Employee Termination
Benefits  and  Other Costs to Exit an Activity (including Certain Costs Incurred
in  a  Restructuring)."  SFAS  No.  146  requires  that  a  liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred.  SFAS  No.  146  also establishes that fair value is the objective for
initial  measurement  of  the  liability. The statement is effective for exit or
disposal  activities initiated after December 31, 2002. The Company adopted this
standard  in  the  first  quarter  of fiscal 2003 with no material effect on the
financial  statements  of  the  Company.

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock-Based
Compensation  -  Transition  and Disclosure". SFAS 148 amends FASB Statement No.
123, "Accounting for Stock-Based Compensation." Although it does not require use
of  fair  value  method  of accounting for stock-based employee compensation, it
does  provide  alternative  methods of transition. It also amends the disclosure
provisions  of  Statement  123  and  APB  Opinion  No.  28,  "Interim  Financial
Reporting,"  to  require  disclosure  in  the  summary of significant accounting
policies  of  the  effects  of  an  entity's  accounting  policy with respect to
stock-based  employee compensation on reported net income and earnings per share
in  annual  and  interim  financial  statements. SFAS No. 148's amendment of the
transition  and  annual  disclosure  requirements are effective for fiscal years
ending  after  December  15,  2002.  The amendment of disclosure requirements of
Opinion  No.  28  are effective for interim periods beginning after December 15,
2002.  The Company will continue to use the intrinsic value method of accounting
as allowed under SFAS No. 148 for stock-based compensation for its first quarter
of  fiscal  year  2003.

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


                                       15
<PAGE>
  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 1,
  2002.

ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK.

Market  risk  represents  the  risk  of  loss  that  may impact the consolidated
financial  position,  results  of  operations or cash flow of the Company due to
adverse  changes  in  financing rates.  The Company is exposed to market risk in
the  area of interest rates.  This exposure is directly related to its term loan
and  borrowing  activities under the working capital facility.  The Company does
not  currently  maintain  any  interest  rate  hedging  arrangements  due to the
reasonable  risk that near-term interest rates will not rise significantly.  The
Company  is  continuously  evaluating  this  risk and will consider implementing
interest  rate  hedging  arrangements  when  deemed  appropriate.

ITEM  4.           CONTROLS  AND  PROCEDURES

     (a)  Evaluation of Disclosure Controls and Procedures.

Within  the 90 days prior to the date of this report, the Company carried out an
evaluation,  under  the  supervision and with the participation of the Company's
management, including the Company's Chairman and Chief Executive Officer and its
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's  "disclosure  controls  and  procedures,"  which are defined under SEC
rules  as controls and other procedures of a company that are designed to ensure
that  information  required  to be disclosed by a company in the reports that it
files  under  the  Exchange  Act is recorded, processed, summarized and reported
within required time periods. Based upon that evaluation, the Company's Chairman
and  Chief  Executive Officer and its Chief Financial Officer concluded that the
Company's  disclosure  controls  and  procedures  were  effective.

     (b)  Changes in Internal Controls

There  were  no  significant changes in the Company's internal controls or other
factors that could significantly affect these controls subsequent to the date of
their  evaluation.


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


                           PART II - OTHER INFORMATION


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

     In  re:  Red  Apple  Supermarkets,  Inc.,  Gristede's  Supermarkets,  Inc.,
Supermarket  Acquisition Corp., and Gristede's Sloan's Inc., Plaintiffs, against
Rite  Aid  Corporation  and  Rite  Aid  of  New  York,  Inc.,  Defendants

The  Company  settled this litigation in March 2003, whereby Rite Aid returned a
store  to  the Company at 113-119 Fourth Avenue, Manhattan, New York City, which
was  previously  operated  by  an affiliate of the Company, in settlement of the
litigation.

The  Company  purchased  Rite  Aid's prescription records and inventory for this
location.   In addition, the Company paid a nominal fee for Rite Aid's furniture
and  equipment  and  the  Company  has  the  benefit  of  Rite  Aid's  leasehold
improvements  at  the store at no additional cost. The Company believes that the
fair  market  value of the acquired store lease and leasehold improvements to be
in  excess  of  the  settlement  sum due from Rite Aid recorded on the Company's
books.

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
             -----------------------------------------------------------

     An  Annual  Meeting  of Stockholders of the Company was held on January 31,
2003.  The stockholders approved the re-election of the Company's existing seven
directors  for another term expiring at the next Annual Meeting of Stockholders.
18,485,250 shares voted in favor of the election of each of the directors; 6,089
shares  voted  against  the  election  of  each  of the directors; there were no
abstentions.

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

             None.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K
             -------------------------------------

     (a)  Exhibits
     Number    Description
     ------    -----------
     *99.1     Certification  pursuant to 18 U.S.C. Section 1350, as adapted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*    Filed herewith.

     (b)  There  were  no  Current Reports on Form 8-K filed during the 13 weeks
          ended  March  2,  2003.


                                       17
<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:  April  21,  2003



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

                                 Gary  Pokrassa
                                 Chief  Financial  Officer


Dated:  April  21,  2003


                                       18
<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 annual 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:   April 21, 2003
Title:  Chief Executive Officer


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                       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 annual 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: April 21, 2003
Title:     Chief Financial Officer


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