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                                                Exhibit 10.54
                                 
               ASSIGNMENT AND ASSUMPTION AGREEMENT
                                 
    This Assignment and Assumption Agreement (the
"Agreement"), dated as of March 20, 1997, by and between
Roger Stangeland, an individual ("Stangeland"), and The
Stangeland Family Limited Partnership, a California limited
partnership (the "Partnership") of which the general partner
is The Roger and Lilah Stangeland Living Trust (the
"Trust").


                           WITNESSETH:
                                 
     WHEREAS, pursuant to the Stock Purchase Agreement,
dated as of February 25, 1997, by and between The Grand
Union Company, a Delaware corporation (the "Company"), and
Stangeland, as amended by Amendment No. 1, dated as of March
20, 1997 (as so ameded, the "Purchase Agreement"),
Stangeland agreed to purchase from the Company, and the
Company agreed to sell and issue to Stangeland (the "Stock
Purchase"), an aggregate of Sixty Thousand (60,000) shares
(the "Stangeland Shares") of the Company's Class A
Convertible Preferred Stock, $1.00 par value per share (the
"Preferred Stock"); and

     WHEREAS, pursuant to the Purchase Agreement, Stangeland
has acquired the right to assign its rights thereunder to
the Partnership, and thereby cause the Partnership to
purchase the Stangeland Shares;

     WHEREAS, Stangeland desires to assign to the
Partnership his right to purchase the Stangeland Shares, and
the Partnership desires to accept such right and assume all
the obligations imposed on Stangeland pursuant to the
Purchase Agreement with respect to the Stangeland Shares
under the Purchase Agreement, in accordance with its terms.

     NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein set forth, the parties agree as
follows:

     Section 1. Effective as of the date hereof,
Stangeland hereby assigns all of his rights to acquire the
Stangeland Shares in accordance with the terms and
conditions of the Purchase Agreement to the Partnership,
which hereby agrees to, and hereby accepts, such assignment. 

     Section 2. The Partnership hereby agrees to, and
hereby does, assume any and all obligations of Stangeland
pursuant to the Purchase Agreement, and hereby agrees to
perform (and Stangeland hereby agrees to cause the
Partnership to perform), such obligations subject to the
terms and conditions of the Purchase Agreement.

     Section 3. The parties hereto hereby acknowledge
and agree that the Company is entitle to enforce and rely on
the provisions of this Agreement as third party beneficiary
hereof.

     Section 4. This Agreement, together with the
Purchase Agreement and the Addendum to the Stockholder
Agreement by and among the Company, Trefoil Capital 

    

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Investors II, L.P. and GE Investment Private Placement
Partners II, a Limited Partnership, contains the entire
understanding of the parties hereto with respect to the
subject matter hereof.

     Section 5. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State
of New York applicable to contracts executed and fully
performed within the State of New York.

     Section 6. This Agreement shall not be assignable.

     IN WITNESS WHEREOF, Stangeland and the Partnership have
executed this Agreement as of the date first set forth
above.

                              STANGELAND
                         
                         
                              /s/ Roger Stangeland             
                              ----------------------------------
                              Roger Stangeland



                              THE STANGELAND FAMILY LIMITED     
                              PARTNERSHIP, a California limited partnership

                              By:  THE ROGER AND LILAH STANGELAND
                                   LIVING TRUST
                                   Its:  General Partner


                              /s/ Roger Stangeland              
                              ----------------------------------
                              By:  Roger Stangeland, Co-Trustee

                              /s/ Lilah Stangeland               
                              ----------------------------------
                              By:  Lilah Stangeland, Co-Trustee


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