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                                                                  Exhibit 3.1

 
 
                            CERTIFICATE OF AMENDMENT 
 
                                     of the 
 
                      RESTATED CERTIFICATE OF INCORPORATION 
                                       of 
                             THE GRAND UNION COMPANY 
 
Pursuant to Section 242 of the General Corporation Law of the State of 
Delaware, The Grand Union Company (the "Corporation"), a corporation 
organized and existing under the General Corporation Law of the State of 
Delaware, in accordance with the provisions of Section 103 of the General 
Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 
 
      1. By unanimous vote of the Board of Directors of the Corporation, 
resolutions were duly adopted, pursuant to Section 242 of the General 
Corporation Law of the State of Delaware, approving the following amendments 
to the Certificate of Incorporation of the Corporation, declaring said 
amendments to be advisable, and directing that said amendments be submitted 
to the stockholders of the Corporation for their approval or disapproval. 
 
      The amendments are as follows: 
 
      Article FOURTH is amended to read as follows: 
 
            FOURTH: (A) The total number of shares of all classes of capital 
            stock which the Corporation shall have authority to issue is 
            70,000,000, of which 10,000,000 shares shall be Preferred Stock of 
            the par value of $1.00 per share and 60,000,000 shares shall be 
            Common Stock of the par value of $.01 per share. 
 
                  (B) The Board of Directors is expressly authorized, by 
            resolution or resolutions, to provide for the issue of all or any 
            shares of the Preferred Stock, in a one or more series, and to fix 
            for each such series such voting powers, full or limited, and such 
            designations, preferences and relative, participating, optional or 
            other special rights and such qualifications, limitations or 
            restrictions thereon, as shall be stated and expressed in the 
            resolution or resolutions adopted by the Board of Directors 
            providing for the issue of such series (a "Preferred Stock 
            Designation") and as may be permitted by the DGCL and as are 
            consistent with paragraph (C) of this Article FOURTH. The number of 
            authorized shares of Preferred Stock may be increased or decreased 
            (but not below the number of shares thereof then outstanding) by the
            affirmative vote of a majority of the holders of the voting power of
            all the then outstanding shares of the capital stock of the 
            Corporation entitled to vote generally in the election of directors 
            (the "Voting Stock") voting together as a single class, without a 
            separate vote of the holders of the Preferred Stock, or any series 
            thereof, unless a vote of any such holders is required pursuant to 
            any Preferred Stock Designation. 
 
                  (C) The Corporation is subject to the requirements of Section 
            1123(a)(6) of the United States Bankruptcy Code (11 U.S.C. 
            1123(a)(6)) ("Section 1123(a)(6)") and shall be prohibited from 
            issuing any nonvoting equity 
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            securities, and shall, at all times, provide, as to the several 
            classes of securities from time-to-time possessing voting power, an 
            appropriate distribution of power among such classes. A Preferred 
            Stock Designation shall not authorize the issuance of such nonvoting
            equity securities, and shall include in its provisions, if the class
            designated by such Preferred Stock Designation has a preference in 
            respect of dividends, adequate provisions for the election of 
            directors representing such preferred class in the event of default 
            in the payment of such dividends consistent with the requirements of
            Section 1123(a)(6). 
 
      Article SEVENTH is hereby deleted in its entirety and replaced by new 
      Article SEVENTH to read as follows: 
 
            SEVENTH: (1) In addition to any affirmative vote required by law or 
            this Certificate of Incorporation or the By-laws of the Corporation,
            and except as otherwise expressly provided in Section 2 of this 
            Article, a Business Combination (as hereinafter defined) with, or 
            proposed by or on behalf of, any Interested Stockholder (as 
            hereinafter defined) or any Affiliate or Associate (as hereinafter 
            defined) of any Interested Stockholder or any person who thereafter 
            would be an Affiliate or Associate of such Interested Stockholder 
            shall require the affirmative vote of not less than seventy-five 
            percent (75%) of the votes entitled to be cast by the holders of all
            the then outstanding shares of Voting Stock, voting together as a 
            single class, excluding Voting Stock beneficially owned by such 
            Interested Stockholder. Such affirmative vote shall be required 
            notwithstanding the fact that no vote may be required, or that a 
            lesser percentage or separate class vote may be specified, by law or
            in any agreement with any national securities exchange or otherwise.
 
                  (2) The provisions of Section 1 of this Article shall not be 
            applicable to any particular Business Combination, and such Business
            Combination shall require only such affirmative vote, if any, as is 
            required by law or by any other provision of this Certificate of 
            Incorporation or the By-laws of the Corporation, or any agreement 
            with any national securities exchange or the Nasdaq National Market,
            if all of the conditions specified in either of the following 
            Paragraphs (a) or (b) are met, or in the case of a Business 
            Combination not involving the payment of consideration to the 
            holders of the Corporation's outstanding Capital Stock (as 
            hereinafter defined), if the conditions specified in the following 
            Paragraph (a) are met: 
 
                        (a) The Business Combination shall have been approved, 
                  either specifically or as a transaction which is within an 
                  approved category of transactions, by a majority (whether such
                  approval is made prior to or subsequent to the acquisition of,
                  or announcement or public disclosure of the intention to 
                  acquire, beneficial ownership of the Voting Stock that caused 
                  the Interested Stockholder to become an Interested 
                  Stockholder) of the Continuing Directors (as hereinafter 
                  defined). 
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                        (b) All of the following conditions shall have been met;
                  provided, however, that for purposes of all calculations set 
                  forth in this Section 2(b), all acquisitions of Preferred 
                  Stock or Common Stock by Trefoil Capital Investors II, L.P.
                  and GE Investment Private Placement Partners II, A Limited 
                  Partnership (collectively, the "Purchasers") pursuant to the 
                  Stock Purchase Agreement dated July 30, 1996 (the "Stock 
                  Purchase Agreement") and all acquisitions of Common Stock by 
                  the Purchasers upon the conversion of such Preferred Stock 
                  will be excluded: 
 
                              (i) The aggregate amount of cash and the Fair 
                        Market Value (as hereinafter defined), as of the date of
                        the consummation of the Business Combination, of 
                        consideration other than cash to be received per share 
                        by holders of Common Stock in such Business Combination 
                        shall be at least equal to the amount determined under 
                        clause (A) below: 
 
                                    (A) (if applicable) the highest per share 
                              price (including any brokerage commissions, 
                              transfer taxes and soliciting dealers' fees) paid
                              by or on behalf of the Interested Stockholder for
                              any share of Common Stock in connection with the 
                              acquisition by the Interested Stockholder of 
                              beneficial ownership of shares of Common Stock (x)
                              within the two-year period immediately prior to 
                              the first public announcement of the proposed 
                              Business Combination (the "Announcement Date") or
                              (y) in the transaction in which it became an 
                              Interested Stockholder, whichever is higher, in 
                              either case as adjusted for any subsequent stock 
                              split, stock dividend, subdivision or 
                              reclassification with respect to the Common Stock.
 
                              (ii) The aggregate amount of cash and the Fair 
                        Market Value, as of the date of the consummation of the 
                        Business Combination, of consideration other than cash 
                        to be received per share by holders of shares of any 
                        class or series of outstanding Capital Stock, other than
                        Common Stock, shall be at least equal to the amount 
                        determined under clause (A) below: 
 
                                    (A) (if applicable) the highest per share 
                              price (including any brokerage commissions, 
                              transfer taxes and soliciting dealers' fees) paid 
                              by or on behalf of the Interested Stockholder for 
                              any share of such class or series of Capital Stock
                              in connection with the acquisition by the  
                              Interested Stockholder of beneficial ownership of 
                              shares of such class or series of Capital Stock  
                              (x) within the two-year period immediately prior  
                              to the Announcement Date or (y) in the transaction
                              in which it became an Interested Stockholder, 
                              whichever is higher, in either case as adjusted 
                              for any subsequent stock split, 
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                              stock dividend, subdivision or 
                              reclassification with respect to such class or 
                              series of Capital Stock. 
 
                              (iii) The consideration to be received by holders 
                        of a particular class or series of outstanding Capital 
                        Stock shall be in cash or in the same form as previously
                        has been paid by or on behalf of the Interested 
                        Stockholder in connection with its direct or indirect 
                        acquisition of beneficial ownership of shares of such 
                        class or series of Capital Stock. If the consideration 
                        so paid for shares of any class or series of Capital 
                        Stock varied as to form, the form of consideration for 
                        such class or series of Capital Stock shall be either 
                        cash or the form used to acquire beneficial ownership of
                        the largest number of shares of such class or series of 
                        Capital Stock previously acquired by the Interested 
                        Stockholder. 
 
                              (iv) If a proxy or information statement is 
                        required to be mailed pursuant to the Securities 
                        Exchange Act of 1934, as amended, and the rules and 
                        regulations thereunder (the "Exchange Act") (or any 
                        subsequent provisions replacing such Exchange Act, rules
                        or regulations), a proxy or information statement 
                        describing the proposed Business Combination and 
                        complying with the requirements of the Exchange Act 
                        shall be mailed to all stockholders of the Corporation 
                        at least 30 days prior to the consummation of such 
                        Business Combination. 
 
            (3) The following definitions shall apply with respect to this 
      Article: 
 
                  (a) The term "Business Combination" shall mean, with respect 
            to any particular Interested Stockholder, any event described in 
            clauses (i), (ii) or (iii) of this Section 3(a) which occurs during 
            the two-year period commencing on the date on which the Interested 
            Stockholder becomes an Interested Stockholder: 
 
                        (i) any merger or consolidation of the Corporation or 
                  any Subsidiary (as hereinafter defined) with (x) any 
                  Interested Stockholder or (y) any other corporation (whether 
                  or not itself an Interested Stockholder) which is or after 
                  such merger or consolidation would be an Affiliate or 
                  Associate of an Interested Stockholder; or 
 
                        (ii) any merger or consolidation of the Corporation with
                  any of its Subsidiaries that has the effect, directly or 
                  indirectly, of increasing the proportionate share of any class
                  or series of Capital Stock, or any securities convertible into
                  Capital Stock or into equity securities of any Subsidiary, 
                  that is beneficially owned by any Interested Stockholder or 
                  any Affiliate or Associate of any Interested Stockholder; or
  
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                        (iii) any agreement, contract or other arrangement 
                  providing for any one or more of the actions specified in the
                  foregoing clauses (i) or (ii). 
 
                  (b) The term "Capital Stock" shall mean all capital stock of 
            the Corporation authorized to be issued from time to time under 
            Article Fourth of this Certificate of Incorporation, and the term 
            "Voting Stock" shall mean all Capital Stock which by its terms may 
            be voted on all matters submitted to stockholders of the Corporation
            generally. 
 
                  (c) The term "person" shall mean any individual, firm, 
            corporation or other entity and shall include any group comprised of
            any person and any other person with whom such person or any 
            Affiliate or Associate of such person has any agreement arrangement 
            or understanding, directly or indirectly, for the purpose of 
            acquiring, holding, voting or disposing of Capital Stock. 
 
                  (d) The term "Interested Stockholder" shall mean any person 
            (other than the Corporation or any Subsidiary and other than any 
            profit-sharing, employee stock ownership or other employee benefit 
            plan of the Corporation or any Subsidiary or any trustee of or 
            fiduciary with respect to any such plan when acting in such 
            capacity) who is or has announced or publicly disclosed a plan or 
            intention to become the beneficial owner of Voting Stock 
            representing fifty percent (50%) or more of the votes entitled to be
            cast by the holders of all then outstanding shares of Voting Stock. 
            For purposes of this Article, the Purchasers will not be considered 
            an Interested Stockholder with respect to any acquisition of 
            Preferred Stock pursuant to the Stock Purchase Agreement or with 
            respect to the acquisition of Common Stock by the Purchasers upon 
            the conversion of such Preferred Stock. 
 
                  (e) A person shall be a "beneficial owner" of any Capital 
            Stock (i) which such person or any of its Affiliates or Associates 
            beneficially owns, directly or indirectly; (ii) which such person or
            any of its Affiliates or Associates has, directly or indirectly, (A)
            the right to acquire (whether such right is exercisable immediately
            or subject only to the passage of time), pursuant to any agreement,
            arrangement or understanding or upon the exercise of conversion 
            rights, exchange rights, warrants or options, or otherwise, or (B) 
            the right to vote pursuant to any agreement, arrangement or 
            understanding; or (iii) which is beneficially owned, directly or 
            indirectly, by any other person with which such person or any of its
            Affiliates or Associates has any agreement, arrangement or 
            understanding for the purpose of acquiring, holding, voting or 
            disposing of any shares of Capital Stock. For the purpose of 
            determining whether a person is an Interested Stockholder pursuant 
            to Paragraph (d) of this Section (3), the number of shares of 
            Capital Stock deemed to be outstanding shall include shares deemed 
            beneficially owned by such person through application of this 
            Paragraph (e) of Section (3), but shall not include any other shares
            of Capital Stock that may be issuable 
<PAGE> 
 
            pursuant to any agreement, arrangement or understanding, or upon 
            exercise of conversion rights, warrants or options, or otherwise. 
 
                  (f) The terms "Affiliate" and "Associate" shall have the 
            respective meanings ascribed to such terms in Rule 12b-2 under the 
            Exchange Act as in effect on the date of filing of this Certificate
            of Incorporation with the Secretary of State of the State of 
            Delaware (the term "registrant" in said Rule 12b-2 meaning in this 
            case the Corporation). 
 
                  (g) The term "Subsidiary" means any company of which a 
            majority of any class of equity security is beneficially owned by 
            the Corporation; provided, however, that for the purposes of the 
            definition of Interested Stockholder set forth in Paragraph (d) of 
            this Section (3), the term "Subsidiary" shall mean only a company of
            which a majority of each class of equity security is beneficially 
            owned by the Corporation. 
 
                  (h) The term "Continuing Director" means any member of the 
            Board of Directors, while such person is a member of the Board of 
            Directors, who is not an Affiliate or Associate or representative of
            the Interested Stockholder and was a member of the Board of 
            Directors prior to the time that an Interested Stockholder became an
            Interested Stockholder, and any successor of a Continuing Director 
            while such successor is a member of the Board of Directors, who is 
            not an Affiliate or Associate or representative of the Interested 
            Stockholder and is recommended or elected to succeed the Continuing 
            Director by a majority of Continuing Directors. For purposes of this
            Article, Roger Stangeland will be considered a Continuing Director. 
 
                  (i) "Fair Market Value" means (i) in the case of cash, the 
            amount of such cash; (ii) in the case of stock, the highest closing 
            sale price during the 30-day period immediately preceding the date 
            in question of a share of such stock on the Composite Tape for New 
            York Stock Exchange-Listed Stocks, or, if such stock is not quoted 
            on the Composite Tape, on the New York Stock Exchange, or, if such 
            stock is not listed on such Exchange, on the principal United States
            securities exchange registered under the Exchange Act on which such 
            stock is listed, or, if such stock is not listed on any such 
            exchange, the highest closing bid quotation with respect to a share 
            of such stock during the 30-day period preceding the date in 
            question on the National Association of Securities Dealers, Inc. 
            Automated Quotations System or any similar system then in use, or, 
            if no such quotations are available, the fair market value on the 
            date in question of a share of such stock as determined by a 
            majority of the Continuing Directors in good faith; and (iii) in the
            case of property other than cash or stock, the Fair Market Value of 
            such property on the date in question as determined in good faith by
            a majority of the Continuing Directors. 
<PAGE> 
 
                  (j) In the event of any Business Combination in which the 
            Corporation survives, the phrase "consideration other than cash to 
            be received" as used in Paragraphs (b)(i) and (b)(ii) of Section (2)
            of this Article shall include the shares of Common Stock and/or the 
            shares of any other class or series of Capital Stock retained by the
            holders of such shares. 
 
            (4) A majority of the Continuing Directors shall have the power and 
      duty to determine for the purpose of this Article, on the basis of 
      information known to them after reasonable inquiry, all questions arising 
      under this Article, including, without limitation, (i) whether a person is
      an Interested Stockholder, (ii) the number of shares of Capital Stock or 
      other securities beneficially owned by any person, (iii) whether a person 
      is an Affiliate or Associate of another, and (iv) whether a proposed 
      action is with, or proposed by, or on behalf of an Interested Stockholder 
      or an Affiliate or Associate of an Interested Stockholder. Any such 
      determination made in good faith shall be binding and conclusive on all 
      parties. 
 
            (5) Nothing contained in this Article shall be construed to relieve 
      any Interested Stockholder from any fiduciary obligation imposed by law. 
 
            (6) The fact that any Business Combination complies with the 
      provisions of Section (2) of this Article shall not be construed to impose
      any fiduciary duty, obligation or responsibility on the Board of 
      Directors, or any member thereof, to approve such Business Combination or 
      recommend its adoption or approval to the stockholders of the Corporation,
      nor shall such compliance limit, prohibit or otherwise restrict in any 
      manner the Board of Directors, or any member thereof, with respect to 
      evaluations of, or actions and responses taken with respect to, such 
      Business Combination. 
 
            (7) For the purposes of this Article, a Business Combination is 
      presumed to have been proposed by, or on behalf of, an Interested 
      Stockholder or an Affiliate or Associate of an Interested Stockholder or a
      person who thereafter would become such if (i) after the Interested 
      Stockholder became such, the Business Combination is proposed following 
      the election of any director of the Corporation who, with respect to such
      Interested Stockholder, would not qualify to serve as a Continuing 
      Director or (ii) such Interested Stockholder, Affiliate, Associate or 
      person votes for or consents to the adoption of any such Business 
      Combination, unless as to such Interested Stockholder, Affiliate, 
      Associate or person, a majority of the Continuing Directors makes a 
      good-faith determination that such Business Combination is not proposed by
      or on behalf of such Interested Stockholder, Affiliate, Associate or 
      person, based on information known to them after reasonable inquiry. 
 
            (8) Notwithstanding any other provisions of this Certificate of 
      Incorporation or the By-laws of the Corporation (and notwithstanding the 
      fact that a lesser percentage or separate class vote may be specified by 
      law, this Certificate of Incorporation or the By-laws of the Corporation),
      the affirmative vote of the holders of not less than seventy-five percent 
      (75%) of the votes entitled to be cast by the holders of all the then 
      outstanding shares of Voting 
<PAGE> 
 
      Stock, voting together as a single class, excluding Voting Stock 
      beneficially owned by such Interested Stockholder, shall be required to 
      amend or repeal, or adopt any provisions inconsistent with, this Article;
      provided, however, that this Section (8) shall not apply to, and such 
      seventy-five percent (75%) vote shall not be required for, any amendment,
      repeal or adoption unanimously recommended by the Board of Directors if 
      all of such directors are persons who would be eligible to serve as 
      Continuing Directors within the meaning of Section (3), Paragraph (h) of
      this Article. 
 
      2. At a meeting duly called and held upon notice in accordance with 
section 222 of the General Corporation Law of the State of Delaware, the 
amendments were duly approved by a majority of the outstanding stock entitled to
vote thereon, and by a majority of the outstanding stock of each class entitled 
to vote thereon as a class. 
 
      3. Such amendments were adopted in accordance with Section 242 of the 
General Corporation Law of the State of Delaware. 
 
      IN WITNESS WHEREOF, the Corporation has caused this Certificate of 
Amendment to be executed in its corporate name by its Chief Executive Officer 
and attested by its Secretary this 21st day of November, 1996. 
 
 
                                                     /s/ Joseph J. McCaig 
                                                     --------------------------
                                                     Joseph J. McCaig 
                                                     President 
 
ATTEST: 
 
 
/s/ Kenneth R. Baum 
---------------------- 
Kenneth R. Baum 
Secretary