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                                                                  Exhibit 10.50
                                 
                  AMENDMENT NO. 1 TO THE STOCK PURCHASE
               AGREEMENT DATED AS OF JULY 30, 1996, AMONG THE
                    GRAND UNION COMPANY, TREFOIL CAPITAL
                INVESTORS II, L.P., AND GE INVESTMENT PRIVATE
                 PLACEMENT PARTNERS II, A LIMITED PARTNERSHIP
                                 
     Amendment (this "Amendment"), dated as of March 20, 1997, to the Stock 
Purchase Agreement (the "July Stock Purchase Agreement"), dated as of July 
30, 1996, among each of (i) The Grand Union Company, a Delaware corporation 
(the "Company"), and (ii) Trefoil Capital Investors II, L.P., a Delaware 
limited partnership ("Trefoil"), and GE Investment Private Placement Partners 
II, a Limited Partnership, a Delaware limited partnership ("GEI") (each, a 
"Purchaser" and, collectively, the "Purchasers").  Capitalized terms used 
herein without definitions shall have the meanings given them in the July 
Stock Purchase Agreement.

     WHEREAS, the Company has entered into a Stock Purchase Agreement, dated 
as of February 25, 1997, as amended as of the date hereof (the "Stangeland 
Stock Purchase Agreement"), between the Company and Roger Stangeland 
("Stangeland") and the parties hereto have entered into a Stockholder 
Agreement (the "Stangeland Stockholder Agreement"), dated as of February 25, 
1997, among Trefoil, GEI, Stangeland, and the Company;

     WHEREAS, the Purchasers desire to amend the July Stock Purchase 
Agreement for the purpose of permitting and facilitating the transactions 
contemplated by the Stangeland Stock Purchase Agreement and the Stangeland 
Stockholder Agreement;

     NOW, THEREFORE, in consideration of the foregoing, and the mutual 
agreements and covenants contained herein, the parties hereto agree as 
follows:

     Section 1.     Amendment.  The July Stock Purchase Agreement is hereby 
amended to add a new ARTICLE 9 - CONSENT AND WAIVER, to read in full as 
follows:

                     "ARTICLE 9 - CONSENT AND WAIVER
                                 
     Section 9.1.  February Transaction Documents.  

     (a)  Notwithstanding anything else herein to the contrary, the 
Purchasers hereby authorize, approve and consent to the issuance and sale by 
the Company to Roger Stangeland ("Stangeland") of 60,000 shares of the 
Preferred Stock (the "Stangeland Shares"), on the terms and subject to the 
conditions contained in the Stock Purchase Agreement, dated as of February 
25, 1997, as amended as of March __, 1997 (the "Stangeland Stock Purchase 
Agreement"), between the Company and Stangeland and the Stockholder Agreement 
(the "Stangeland Stockholder Agreement" and collectively with the Stangeland 
Stock Purchase Agreement, the "February Transaction Documents"), dated as of 
February 25, 1997, between Trefoil, GEI, Stangeland, and the Company, and the 
issuance of additional shares of the Preferred Stock, or common stock of the 
Company, as dividends on outstanding shares of the Preferred Stock, as 

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provided in the Certificate of Designation filed with the Secretary of State 
of the State of Delaware on September 5, 1996, setting forth the terms of the 
Preferred Stock.  

     (b)  The Company shall issue and sell the Stangeland Shares as set forth 
in the preceding paragraph.  The Purchasers hereby acknowledge and agree that 
the issuance and sale of the Stangeland Shares is made by the Company 
pursuant to and in accordance with this Agreement, as amended. 

     (c)  The issuance and sale of the Stangeland Shares shall be in addition 
to, and not in lieu of, the shares of Preferred Stock to be purchased by the 
Purchasers hereunder. Except as specifically set forth in this Amendment, 
Stangeland shall not be deemed to be a beneficiary of this Agreement in any 
respect, or a successor to, assignee of, or otherwise entitled to enforce any 
of the rights or obligations of any of the parties to this Agreement."

     Section 2.     Miscellaneous.  

          (a)  Notices.  Any notice under or relating to this Amendment shall 
be given in writing and shall be deemed sufficiently given when delivered by 
hand or by conformed facsimile transmission, on the second business day after 
a writing is consigned (freight prepaid) to a commercial overnight courier, 
and on the fifth business day after a writing is deposited in the mail, 
postage and other charges prepaid, addressed as follows:

     Trefoil II:         4444 Lakeside Drive
                         Burbank, California  91505
                         Attention:  Mr. Geoffrey T. Moore
                         Telecopy: (818) 842-3142

     with a copy to:     Fried, Frank, Harris, Shriver & Jacobson
                         350 South Grand Avenue
                         Los Angeles, California 90071
                         Attention:  David K. Robbins, Esq.
                         Telecopy:  (213) 473-2222

     GEIPPPII:           GE Investment Management Incorporated
                         3003 Summer Street
                         Stamford, Connecticut  06904
                         Attention:  Michael Pastore, Esq.
                         Telecopy: (203) 326-4177

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     with a copy to:     Dewey Ballantine
                         1301 Avenue of the Americas
                         New York, New York 10019
                         Attention:  William J. Phillips, Esq.
                         Telecopy:  (212) 259-6333

     the Company:        Chief Executive Officer
                         The Grand Union Company
                         201 Willowbrook Boulevard
                         Wayne, NJ  07470-0966
                         Attention:  Joseph J. McCaig
                         Telecopy:  (201) 890-6012

     with a copy to:     General Counsel 
                         The Grand Union Company
                         201 Willowbrook Boulevard
                         Wayne, New Jersey  07470-0966
                         Attention:  John W. Schroeder, Esq.
                         Telecopy: (201) 890-6012

                         and

                         Ropes & Gray
                         One International Place
                         Boston, MA 02110
                         Attention:  Winthrop G. Minot, Esq.
                         Telecopy: (617) 951-7050

                         and

                         Fried, Frank, Harris, Shriver & Jacobson
                         350 South Grand Avenue
                         Los Angeles, California 90071
                         Attention:  David K. Robbins, Esq.
                         Telecopy:  (213) 473-2222

or to such other address or facsimile number as either party may, from time 
to time, designate in a written notice given in like manner.

          (b)  Binding Effect.  The provisions of this Amendment shall be 
binding upon and inure to the benefit of the parties hereto and their 
respective successors, assigns, heirs, and personal representatives.  

          (c)  Modification.  This Amendment may only be modified by a 
written instrument duly executed by each party hereto.

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          (d)  Waiver.  Any waiver by either party of a breach of any 
provision of this Amendment shall not operate as or be construed to be a 
waiver of any other breach of such provision or of any breach of any other 
provision of this Amendment.  Any waiver of any provision of this Amendment 
must be in writing.

          (e)  Headings.  The headings to the sections of this Amendment are 
inserted for convenience only and shall not constitute a part hereof or 
affect in any way the meaning or interpretation of this Amendment.

          (f)  Separability.  If any provision of this Amendment is invalid, 
illegal or unenforceable, the balance of this Amendment shall remain in 
effect, and if any provision is inapplicable to any person or circumstance, 
it shall nevertheless remain applicable to all other persons and 
circumstances. 

          (g)  Counterparts.  This Amendment may be executed in counterparts, 
each of which shall be deemed an original, but all of which together shall 
constitute one and the same instrument.

          (h)  Governing Law.  This Agreement shall be governed by, and 
construed in accordance with, the laws of the State of New York applicable to 
contracts executed and to be fully performed within the State of New York.

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          IN WITNESS WHEREOF, the parties have duly executed this Amendment 
as of the date first written above.

                            TREFOIL CAPITAL INVESTORS II, L.P.
                            By:  Trefoil Investors II, Inc.
                            its general partner

                            By:  /s/ Robert G. Moskowitz  
                            --------------------------------
                            Name:     Robert G. Moskowitz
                            Title:    Vice President

                            GE INVESTMENT PRIVATE PLACEMENT
                            PARTNERS II, A LIMITED PARTNERSHIP
                            By:  GE Investment Management Incorporated

                            By:  /s/ Michael M. Pastore   
                            ---------------------------------
                            Name:     Michael M. Pastore
                            Title:    Vice President

                            THE GRAND UNION COMPANY

                            By:  /s/ Joseph J. McCaig     
                            ---------------------------------
                            Name:     Joseph J. McCaig
                            Title:    President and Chief Executive 
                                      Officer

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