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                                                                   Exhibit 10.58

                     AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS 
                    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 June 5, 1997, to the Registration
Rights Agreement (the "Registration Rights 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," and together with
Trefoil, the "Purchasers").  Capitalized terms used herein without definitions
shall have the meanings given them in the Registration Rights Agreement.

    WHEREAS, the Company has entered into an Acceleration and Exchange
Agreement, dated as of June 5, 1997 (the "Acceleration Agreement"), among the
Company, Trefoil, and GEI;

    WHEREAS, the Company and the Purchasers desire to amend the Registration
Rights Agreement for the purpose of facilitating the transactions contemplated
by the Acceleration Agreement;

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

    Section 1.  PREAMBLE.  (a) The second paragraph of the preamble is hereby
amended to read as follows:

    "WHEREAS, pursuant to a Stock Purchase Agreement among the Company and the
Purchasers (the "Purchase Agreement"), the Company is selling to the purchasers
up to 2,000,000 shares of the Company's Class A Convertible Preferred Stock,
issuable in denominations of $50 stated value per share, dividends on which may
be paid in additional shares of such preferred stock (collectively, the "Class A
Preferred Shares"), which Class A Preferred Shares are convertible into shares
of the Company's common stock, par value $1.00 per share (the "Common Stock");"

    (b)  The Preamble of the Registration Rights Agreement is hereby amended to
add a new third paragraph to read as follows:

    "WHEREAS, pursuant to an Acceleration and Exchange Agreement (the
"Acceleration Agreement"), dated as of June 5, 1997, the Company has agreed to
issue (i) 800,000 shares of the Company's Class B Convertible Preferred Stock,
issuable in denominations of $50 stated value per share, dividends on which may
be paid in additional shares of such preferred stock (collectively, the "Class B
Preferred Shares," and collectively with the Class A Preferred Shares, the
"Preferred Shares"), which Class B Preferred Shares are convertible into shares
of Common Stock, and (ii) up to 2,000,000 shares of Common Stock under certain
circumstances (such 

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shares of the Common Stock, together with shares of Common Stock into which the
Preferred Shares are convertible and shares of Common Stock which may be issued
as dividends on the Preferred Shares, the "Common Shares" and, collectively with
the Preferred Shares, the "Securities");

    Section 2.  DEFINITIONS.  The definition of the term "Registrable
Securities" in Section 1.1 of the Registration Rights Agreement is hereby
amended to read as follows:
    
    ""REGISTRABLE SECURITIES" shall mean any Securities issued at any time to
any of the Purchasers pursuant to the Purchase Agreement or the Acceleration
Agreement and any Securities issued at any time as dividends upon or on
conversion of any of the Securities.  As to any proposed offer or sale of
Registrable Securities, such securities shall cease to be Registrable Securities
with respect to such proposed offer or sale when (i) a registration statement
with respect to the sale of such securities shall have become effective under
the Securities Act and such securities shall have been disposed of in accordance
with such registration statement or (ii) such securities are permitted to be
disposed of pursuant to Rule 144(k) (or any successor provision to such Rule)
under the Securities Act as confirmed in a written opinion of counsel to the
Company addressed to the Holders, or (iii) such securities shall have been
otherwise transferred pursuant to an applicable exemption under the Securities
Act, new certificates for such securities not bearing a legend restricting
further transfer shall have been delivered by the Company and such securities
shall be freely transferable to the public without registration or qualification
under the Securities Act or any state securities or blue sky law then in place.

    Section 3.  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


                                          2
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    GEI:                GE Investment Management Incorporated
                        3003 Summer Street
                        Stamford, Connecticut  06904
                        Attention:  Michael Pastore, Esq.
                        Telecopy: (203) 326-4177

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

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

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

                        and

                        Davis Polk & Wardwell
                        450 Lexington Avenue
                        New York, NY 10017
                        Attn:  William L. Rosoff, Esq.
                        Telecopy:  (212) 450-4800

                        and

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

                        and


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                        Dewey Ballantine
                        1301 Avenue of the Americas
                        New York, New York 10019
                        Attention:  Sanford W. Morhouse, Esq.
                        Telecopy:  (212) 259-6333

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.

         (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 No. 1 to
the Registration Rights Agreement dated as of July 30, 1996 as of the date first
written above.

                                  TREFOIL CAPITAL INVESTORS II, L.P.

                                  By:  Trefoil Investors II, Inc.
                                       its general partner


                                  By:  /s/ Michael J. McConnell 
                                     --------------------------------
                                       Name:     Michael J. McConnell
                                       Title:    Vice President



                                  GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, 
                                  A LIMITED PARTNERSHIP

                                  By:  GE INVESTMENT MANAGEMENT
                                       INCORPORATED, its general partner


                                  By:  /s/ Don W. Torey    
                                     ------------------------------------
                                       Name:     Don W. Torey
                                       Title:    Executive Vice President



                                  THE GRAND UNION COMPANY


                                  By:  /s/ Jeffrey P. Freimark  
                                     --------------------------------------
                                       Name:     Jeffrey P. Freimark
                                       Title:    Executive Vice President, 
                                                 Chief Financial Officer and
                                                 Chief Administrator Officer