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                                                                   Exhibit 10.24


                                   EIGHTH AMENDMENT
                                        TO THE
                        AMENDED AND RESTATED CREDIT AGREEMENT
                        -------------------------------------

         EIGHTH AMENDMENT dated as of June 9, 1997 (this "Amendment") to the
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 15, 1995 (as modified by
the Waiver and First Amendment thereto dated as of February 16, 1996, the Second
Amendment thereto dated as of May 10, 1996, the Third Amendment thereto dated as
of September 11, 1996, the Fourth Amendment thereto dated as of January 13,
1997, the Fifth Amendment thereto dated as of March 7, 1997, the Waiver and
Sixth Amendment thereto dated as of April 4, 1997, and the Seventh Amendment
thereto dated as of May 6, 1997, the "Credit Agreement"), each among THE GRAND
UNION COMPANY, a Delaware corporation (the "Borrower"), the institutions from
time to time party thereto as lenders (the "Banks") and BANKERS TRUST COMPANY,
as agent (the "Agent").  Capitalized terms used herein and not defined herein
shall have the respective meanings set forth for such terms in the Credit
Agreement.

                                W I T N E S S E T H :
                                - - - - - - - - - -  

         WHEREAS, the Borrower, 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 (together with
Trefoil, the "Purchasers") have entered into a Stock Purchase Agreement dated as
of July 30, 1996 (the "Stock Purchase Agreement") as amended, pursuant to which
the Purchasers agreed to purchase, in up to five installments, 2,000,000 shares
of the Borrower's Class A Convertible Preferred Stock (the "Class A Stock") for
an aggregate purchase price of $100,000,000;

         WHEREAS, the Purchasers have purchased 1,200,000 shares of Class A
Stock for $60,000,000 prior to the date hereof, and, under the Stock Purchase
Agreement, are required to purchase an additional 400,000 shares of such stock
for $20,000,000 on each of August 25, 1997 and February 25, 1998;

         WHEREAS, the Borrower and the Purchasers have entered into an
Acceleration and Exchange Agreement dated June 5, 1997 (the "Exchange
Agreement"), pursuant to 


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which (a) the Purchasers have agreed to accelerate their obligations under the
Stock Purchase Agreement to purchase the remaining 800,000 shares of Class A
Stock to June, 1997, (b) the Borrower and the Purchasers have agreed to
immediately thereafter exchange such shares of Class A Stock for 800,000 shares
of the Borrower's Class B Convertible Preferred Stock, and (c) the Company has
agreed to issue up to 2 million shares of its common stock to the Purchasers on
or about March 1998 (the "Reset Shares"), in each case on the terms and
conditions set forth therein and the exhibits thereto (such transaction, the
"Exchange");

         WHEREAS, in connection therewith, the Borrower has requested that the
Credit Agreement be amended to, among other things:

              (a)permit the Borrower to redeem shares of Class A Stock from the
    Purchasers in exchange for the Borrower's Class B Convertible Preferred
    Stock pursuant to the Exchange Agreement (Section 1(a) hereof);

              (b)permit the Borrower to pay certain costs and expenses of the
    Purchasers and their Affiliates (Section 1(b)) hereof); and

              (c)permit the Borrower to file a Certificate of Designation in
    respect of its Class B Convertible Preferred Stock (Section 2 hereof); and

         WHEREAS, subject to and upon the terms and conditions hereinafter set
forth and in the Credit Agreement as amended hereby, the Banks party hereto are
agreeable to the foregoing;

         NOW, THEREFORE, the parties hereto hereby agree as follows:

         Section 1.  AMENDMENTS.  Subject to the satisfaction of the conditions
precedent set forth in Section 4 hereof, the Credit Agreement is hereby amended
effective as of the date hereof as follows:

         (a)  Section 8.6 of the Credit Agreement is amended by inserting the
following at the end of such section:


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    "; PROVIDED that the Borrower may redeem or retire shares of its Class A
    Convertible Preferred Stock solely in exchange for shares of the Borrower's
    Class B Convertible Preferred Stock pursuant to the Convertible Preferred
    Stock Documents as in effect on the Amendment No. 8 Effective Date".

         (b)  Section 8.7 of the Credit Agreement is amended by (i) deleting
the word "and" before clause (iv) of the proviso to the first sentence of
Section 8.7; and (ii) inserting the following at the end of such clause (iv):

    ", and (v) the Borrower may reimburse the Convertible Preferred Stock
    Purchasers for up to $400,000 of costs and expenses incurred by the
    Convertible Preferred Stock Purchasers in connection with the consummation
    of the transactions contemplated by the Exchange Agreement."

         (c)  Section 9.10 of the Credit Agreement is amended by replacing the
proviso at the end of such section with the following:

    "; PROVIDED that the occurrence of any event described in the foregoing
    clause (ii) or (iii) shall not constitute an Event of Default under this
    Section 9.10 so long as such event arises solely as a direct result of the
    acquisition of Voting Stock by the Convertible Preferred Stock Purchasers
    pursuant to the Convertible Preferred Stock Documents as in effect on the
    Amendment No. 8 Effective Date; or"

         (d)  The definition of the term "Change of Control Event" contained in
Section 10 of the Credit Agreement is amended by replacing the term "Amendment
No. 3 Effective Date" contained in clause (i) thereof with the term "Amendment
No. 8 Effective Date."

         (e)  The definition of the term "Convertible Preferred Stock
Documents" contained in Section 10 of the Credit Agreement is hereby amended in
its entirety to read as follows:

      "'Convertible Preferred Stock Documents'" shall mean (a) the Convertible
    Preferred Stock Purchase Agreement, (b) the Stangeland Convertible
    Preferred 


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    Stock Purchase Agreement, (c) the Certificate of Designation of Class A
    Convertible Preferred Stock, stated value $50.00 per share, of the Borrower
    (the "Class A Certificate of Designation"), (d) the Exchange Agreement, and
    (e) the Certificate of Designation of Class B Convertible Preferred Stock,
    stated value $50 per share, of the Borrower (the "Class B Certificate of
    Designation"); as each of the same may from time to time be amended,
    supplemented or otherwise modified from time to time in accordance with the
    terms hereof and thereof.  For purposes of this Agreement, 'issuance of
    convertible preferred stock of the Borrower pursuant to the Convertible
    Preferred Stock Documents', 'sales of convertible preferred stock of the
    Borrower pursuant to the Convertible Preferred Stock Documents', 'Net
    Equity Issuance Proceeds received by the Borrower pursuant to the
    Convertible Preferred Stock Documents' and words of similar import do not
    include any sales or issuances of convertible preferred stock or any Net
    Equity Issuance Proceeds other than, as applicable: (i) the sale and
    issuance of (and Net Equity Issuance Proceeds received by the Borrower in
    respect of) up to 2,000,000 shares of the Borrower's Class A Convertible
    Preferred Stock for $50.00 per share in cash pursuant to the Convertible
    Preferred Stock Purchase Agreement, as modified by the Exchange Agreement,
    (ii) the sale and issuance of (and Net Equity Issuance Proceeds received by
    the Borrower in respect of) up to 60,000 shares of the Borrower's Class A
    Convertible Preferred Stock for $50.00 per share in cash pursuant to the
    Stangeland Convertible Preferred Stock Purchase Agreement, (iii) issuances,
    for no consideration, pursuant to the terms of the Class A Certificate of
    Designation and the Class B Certificate of Designation (each as in effect
    on the Amendment No. 8 Effective Date) of shares of the Borrower's Class A
    Convertible Preferred Stock, Class B Convertible Preferred Stock or common
    stock, as applicable, as dividends on, and issuances, for no consideration
    (other than the preferred stock being converted), of common stock upon
    conversion of, outstanding shares of convertible preferred stock of the
    Borrower permitted by this Agreement, (iv) the exchange of the Borrower's
    Class A Convertible Preferred Stock for the Borrower's Class B Convertible
    Preferred Stock 


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    pursuant to the Exchange Agreement, (v) the issuance of the Class B
    Convertible Preferred Stock in the Exchange, and (vi) the issuance of the
    Reset Shares pursuant to the Exchange Agreement."

         (f)  The following definitions of new terms are inserted in Section 10
of the Credit Agreement in alphabetical order:

         "'Amendment No. 8 Effective Date' shall mean the 'Effective Date', as
    such term is defined in Section 4 of Amendment No. 8 dated as of June __,
    1997 to this Agreement."

         "'Exchange Agreement' shall mean the Acceleration and Exchange
    Agreement dated as of June 5, 1997 among the Borrower and the Convertible
    Preferred Stock Purchasers."

         Section 2.  CONSENT TO AMENDMENTS TO CERTAIN DOCUMENTS. 
Notwithstanding anything to the contrary contained in Section 8.13 of the Credit
Agreement, but subject to the satisfaction of the conditions precedent set forth
in Section 4 hereof, the Agent and the Banks party hereto hereby consent to: 
(a) the acceleration, pursuant to the Exchange Agreement, of the Purchasers'
obligations under the Stock Purchase Agreement; and (b) the filing by the
Borrower with the Secretary of State of the State of Delaware of a Certificate
of Designation in respect of the Borrower's Class B Convertible Preferred Stock
that is in form and substance substantially similar to the form thereof
previously delivered to the Agent.

         Section 3.  REPRESENTATIONS AND WARRANTIES.  The Borrower hereby
represents and warrants to the Agent and each Bank that:

         (a) no Default or Event of Default has occurred and is continuing on
and as of the date hereof; 

         (b)  the Exchange Agreement constitutes the valid and binding
agreement of the Purchasers enforceable against the Purchasers in accordance
with the terms thereof, except that (i) such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights, and (ii) the remedy of
specific per-


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formance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought; and

         (c)  the representations and warranties of the Borrower and the other
Credit Parties contained in the Credit Agreement and the other Credit Documents
are true and correct on and as of the date hereof as if made on and as of the
date hereof after giving effect to the amendments contemplated hereby, except to
the extent such representations and warranties expressly relate to a different
specific date.

         Section 4.  EFFECTIVENESS.  The amendments to the Credit Agreement set
forth in Section 1 hereof and the consents set forth in Section 2 hereof shall
become effective on the date (the "Effective Date") that each of the following
conditions precedent has been satisfied:

         (a) the Agent shall have executed and delivered a counterpart of this
Amendment and received duly executed counterparts of this Amendment from the
Borrower, each Subsidiary of the Borrower that is a party to any Credit Document
and as many of the Banks as shall be necessary to comprise the "Required Banks"
or the "Required Class Creditors", as the case may be;

         (b) (i) the Exchange Agreement and all agreements, instruments and
other documents entered into by the Borrower and/or the Purchasers in connection
therewith (including, without limitation, the Certificate of Designation for the
Class B Convertible Preferred Stock to be issued pursuant to the Exchange
Agreement, collectively, the "New Equity Documents"), and all amendments to, and
other deviations in the New Equity Documents from, the execution copies of the
New Equity Documents delivered to the Agent prior to the New Agent's execution
of this Amendment either shall not have an adverse effect on the Banks in any
way or shall be reasonably satisfactory in form and substance to the Agent; (ii)
the Exchange Agreement and all of the other New Equity Documents shall be in
full force and effect; and (iii) the aggregate amount of fees (other than
reimbursements of costs and expenses, including legal fees) required to be paid
from time to time by the Borrower to investment banks, brokers, finders, the
Purchasers and the 


                                          6


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Purchasers' respective Affiliates in connection with the consummation of the
transactions contemplated by the Exchange Agreement shall not exceed $500,000;

         (c)  the Borrower shall have delivered to the Agent an executed
certificate of the Borrower, dated as of the Effective Date, stating that:  (i)
the representations and warranties of the Borrower set forth in Section 3 hereof
and in the Exchange Agreement and the other New  Equity Documents were true and
correct when made and are true and correct on and as of the Effective Date as if
made on the Effective Date; (ii) the conditions precedent set forth in clause
(b) above are satisfied on and as of the Effective Date; and (iii) attached
thereto are true and complete copies of each of the New Equity Documents and the
other Convertible Preferred Stock Documents as in effect on the Effective Date,
and, except as noted in such certificate or otherwise disclosed to the Agent in
writing, such documents do not vary in any material respect from the execution
versions thereof provided to the Agent prior to its execution hereof; and

         (d)  the Borrower shall have delivered to the Agent a copy of each
certificate and legal opinion delivered to, or by or on behalf of, the Borrower
pursuant to the Exchange Agreement in connection with the initial closing
thereunder, and the Agent and the Banks shall be addresses of (or otherwise
entitled to rely upon) each such opinion delivered by counsel for the Borrower.

         Section 5.  STATUS OF CREDIT DOCUMENTS. (a) This Amendment is limited
solely for the purposes and to the extent expressly set forth herein, and,
except as expressly modified hereby, (i) the terms, provisions and conditions of
the Credit Documents, (ii) the terms and provisions of the Further Assurances
Agreement dated as of June 15, 1995, as modified in writing prior to the date
hereof and herein, between the Borrower and the Agent, and (iii) the Liens
granted under the Credit Documents shall continue in full force and effect and
are hereby ratified and confirmed in all respects.

         (b)  Without limiting the foregoing, neither this Amendment
(including, without limitation, the consents granted in Section 2 hereof and the
confirmations made pursuant to paragraph (c) below) nor the deeming by the Agent
pursuant hereto of any New Equity Document as 


                                          7


<PAGE>

being satisfactory to it shall be construed in any respect as, and is not
intended to be:  (i) a consent by the Agent or any Bank to the consummation by
the Borrower of any of the transactions contemplated by the New Equity Documents
(other than the entering into or filing, as applicable, by the Borrower of the
documents referred to in Section 2 hereof) or the performance by the Borrower of
any term or provision of any New Equity Document (including, without limitation,
the Certificate of Designation for the Borrower's Class B Convertible Preferred
Stock), in any such case that is prohibited by the Credit Agreement, as
expressly amended hereby, or (ii) a waiver by the Agent or any Bank of (A) any
violation of the Credit Agreement, as expressly amended hereby, or any Default
or Event of Default thereunder that in any such case arises as a result of the
performance or observance by the Borrower of any of its covenants, agreements
and obligations under, or the consummation of any transaction (other than those
expressly consented to pursuant to Section 2 hereof) contemplated by, any New
Equity Document (including, without limitation, any such violation, Default or
Event of Default that would arise under Section 8.6 of the Credit Agreement, as
expressly amended hereby, as a result of the performance by the Borrower of any
obligation of the Borrower under the New Equity Documents to pay cash dividends
on, or redeem (other than pursuant to the Exchange Agreement), any shares of
stock issued, sold and/or exchanged pursuant to the New Equity Documents), or
(B) any rights and remedies arising in favor of the Agent or any Bank under the
Credit Documents or otherwise as a result of the occurrence of any such
violation, Default or Event of Default.

         (c)  The Borrower acknowledges that the performance by the Borrower of
its following obligations under the New Equity Documents will, unless consented
to in writing by the requisite Banks after the Effective Date, result in a
violation of, and constitute an Event of Default under, the Credit Agreement as
amended hereby:   (i) any obligation of the Borrower under the New Equity
Documents to pay cash dividends (in whole or in part) on, or purchase, redeem or
otherwise acquire (in whole or in part) for cash or stock, any shares of
convertible preferred stock issued from time to time pursuant to the New Equity
Documents, and (ii) any obligation of the Borrower under the New Equity
Documents to pay to any Purchaser or any of their respective Affiliates any
management or 


                                          8


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similar fee at any time that a Default or an Event of Default has occurred and
is continuing.  Each of the Agent and the Borrower confirms to each other on the
terms set forth in paragraph (b) above that it does not have any actual
knowledge that any other term or provisions of the New Equity Documents
conflicts (or that the performance thereof could conflict) with the terms and
provisions of the Credit Agreement as amended hereby.

         (d)  No amendment made to the Credit Agreement pursuant to this
Amendment shall relieve the Borrower from complying with any other term or
provision of the Credit Agreement as amended hereby.

         Section 6.  COUNTERPARTS.  This Amendment may be executed and
delivered in any number of counterparts and by the different parties hereto on
separate counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument.  A complete set of counterparts shall be lodged with the Borrower
and the Agent.

         Section 7.  GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.


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         IN WITNESS WHEREOF, the parties hereto have caused their respective
duly authorized officers to execute and deliver this Eighth Amendment to the
Amended and Restated Credit Agreement as of the date first above written.


                   THE GRAND UNION COMPANY


                   By: /s/ Francis E. Nicastro
                      --------------------------
                      Name:  Francis E. Nicastro
                      Title: Vice President and 
                             Treasurer


                   BANKERS TRUST COMPANY,
                     Individually and as Agent


                   By: /s/ Mary Kay Coyle
                      --------------------------
                      Name:  Mary Kay Coyle
                      Title: Managing Director


                   BANKAMERICA BUSINESS CREDIT, INC.


                   By: /s/ Richard Levenson
                      --------------------------
                      Name:  Richard Levenson
                      Title: VP


                   BANK POLSKA KASA OPIEKI, SA
                   Pekao S.A. Group


                   By: /s/ William A. Shea
                      --------------------------
                      Name:  William A. Shea
                      Title: Vice President 
                             Senior Lending Officer


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<PAGE>

                   COMPAGNIE FINANCI RE DE CIC ET
                    DE L'UNION EUROPEENNE


                   By: /s/ Sean Mounier
                      --------------------------
                      Name:  Sean Mounier
                      Title: First Vice President


                   By: /s/ Brian O'Leary
                      --------------------------
                      Name:  Brian O'Leary
                      Title: Vice President


                   DLJ CAPITAL FUNDING, INC.


                   By: /s/ Stephen
                      --------------------------
                      Name:  Stephen
                      Title: 


                   THE FIRST NATIONAL BANK OF BOSTON


                   By: /s/ Timothy M. Barns
                      --------------------------
                      Name:  Timothy M. Barns
                      Title: Division Executive


                   FIRST UNION BANK OF NORTH CAROLINA


                   By: /s/ Jeanette W. Bumgarner
                      --------------------------
                      Name:  Jeanette W. Bumgarner
                      Title: Assistant Vice President

                   FLEET CAPITAL CORPORATION


                   By: /s/ Eric Rubin
                      --------------------------
                      Name:  Eric Rubin
                      Title: Vice President


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<PAGE>

                   HELLER FINANCIAL, INC.


                   By: /s/ Salvatore Salzalto
                      --------------------------
                      Name:  Salvatore Salzalto
                      Title: AVP


                   LEHMAN COMMERCIAL PAPER INC.


                   By: /s/ Michele Swanson
                      --------------------------
                      Name:  Michele Swanson
                      Title: Authorized Signatory


                   ML CBO IV (CAYMAN) LTD, LLC

                   By:  Protective Asset Management, 
                             as Collateral Manager


                   By: /s/ James Dondero
                      --------------------------
                      Name:  James Dondero
                      Title: CPA, CFA President
                             Protective Asset 
                             Management, L.L.C.


                   SENIOR DEBT PORTFOLIO

                   By:  Boston Management and Research,
                          as Investment Advisor


                   By: /s/ Scott H. Page
                      --------------------------
                      Name:  Scott H. Page
                      Title: Vice President


                   TRANSAMERICA BUSINESS CREDIT
                     CORPORATION


                   By: /s/ Perry Vavoules
                      --------------------------
                      Name:  Perry Vavoules
                      Title: Senior Vice President


                                          12


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         The foregoing Eighth Amendment to the Amended and Restated Credit
Agreement is hereby consented and agreed to, and the Liens and guaranties under
the Credit Documents are hereby confirmed, by:


              MERCHANDISING SERVICES, INC.
              GRAND UNION STORES, INC. OF VERMONT
              GRAND UNION STORES OF NEW  HAMPSHIRE, INC.
              SPECIALTY MERCHANDISING SERVICES, INC.

              By: /s/ Francis E. Nicastro
                 ---------------------------------
                 Name:  Francis E. Nicastro
                 Title: Vice President and Treasurer
                        of each of the above listed
                        entities


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