<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A


 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE 
 ACT OF 1934

For the fiscal year ended March 29, 1997

Commission File Number 0-26602

                           THE GRAND UNION COMPANY
           (Exact name of registrant as specified in its charter)


            Delaware                                      22-1518276
--------------------------------                     ------------------
   (State or other jurisdiction                        (I.R.S. Employer 
 of incorporation or organization)                     Identification No.)


201 Willowbrook Boulevard, Wayne, New Jersey                07470-0966
---------------------------------------------          --------------------
  (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code         973-890-6000
                                                       --------------------

Securities registered pursuant to Section 12 (b) of the Act:

      Title of each class              Name of each exchange on which registered
----------------------------------     -----------------------------------------

   Common Stock, Par Value $0.01            National Market System of NASD
----------------------------------     -----------------------------------------

Securities registered pursuant to Section 12 (g) of the Act:      None
                                                            --------------------

Indicate by check mark whether the registrant  (1) has filed all reports  
required to be filed by Section 13 or 15 (d) of the Securities Exchange  Act 
of 1934  during the  preceding  12 months (or for such  shorter  period  that 
the  registrant  was  required  to file such reports), and (2) has been 
subject to such requirements for the past 90 days. Yes   X      No      
                                                       -----       -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained  herein,  and will not be contained,  
to the best of the Registrant's  knowledge,  in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K.  / X /

The  aggregate  market  value  of the  voting  stock  held by  nonaffiliates  
of the  registrant  as of June 24,  1997 is  approximately $16,200,000,  
based upon the  closing  sales  price of the Common  Stock on such date.  
Voting  stock  includes  the Class A  Cumulative Convertible  Preferred Stock 
and the Class B Cumulative  Convertible  Preferred Stock. For the purpose of 
this calculation,  all members of the Board of Directors  and all  
stockholders  with sole or shared  voting power over 10% or more of the  
Company's Common Stock are presumed to be affiliates.

Indicate by check mark whether the  registrant  has filed all documents and 
reports  required to be filed by Section 12, 13 or 15 (d) of the Securities 
Exchange Act of 1934 subsequent to the distribution of securities under a 
plan confirmed by a court. Yes   X       No       
                               -----        ------

As of June 24, 1997 there were issued and outstanding 10,000,000 shares, par 
value $0.01 per share, of the Registrant's Common Stock.

Documents Incorporated by Reference: The Proxy Statement for the 1997 Annual 
Meeting of Shareholders has been incorporated by reference partially in Part 
III hereof.

                                       1
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                              [EXPLANATORY NOTE]

THIS REPORT ON FORM 10-K/A AMENDS AND RESTATES IN ITS ENTIRETY PART IV ITEM 14 
OF THE ANNUAL REPORT ON FORM 10-K OF THE GRAND UNION COMPANY FOR THE FISCAL 
YEAR ENDED MARCH 29, 1997.


PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8-K

THE FOLLOWING DOCUMENTS ARE FILED AS A PART OF THIS REPORT:

(a)      FINANCIAL STATEMENTS
         All financial statements as set forth under Item 8.

(b)      REPORT ON FORM 8-K
         No reports on Form 8-K were filed during the fourth quarter of 
         Fiscal 1997.

(c)      EXHIBITS

<TABLE>
<CAPTION>

Exhibit
Number                                            Description of Document
-----                                             -----------------------
    <S>       <C>
    2.1       Second Amended Chapter 11 Plan of  Reorganization  of The Grand Union Company  ("Grand  Union"),
              filed  with the United  States  Bankruptcy  Court,  District  of  Delaware,  on April 19,  1995,
              incorporated by reference to Exhibit T3E1 to Grand Union's Form T-3 dated May 8, 1995.

    2.2       Findings  of  Fact,  Conclusions  of Law  and  Order  Confirming  the  Second  Amended  Plan  of
              Reorganization  proposed by Grand  Union,  dated May 31,  1995,  incorporated  by  reference  to
              Exhibit 2.2 to Grand Union's  Annual Report on Form 10-K for the fiscal year ended April 1, 1995
              ("Fiscal 1995").

    2.3       Minute  Order  Clarifying  Findings  of Fact,  Conclusions  of Law and Order  Confirming  Second
              Amended Plan of  Reorganization  proposed by Grand Union,  dated June 14, 1995,  incorporated by
              reference to Exhibit 2.3 to Grand Union's Annual Report on Form 10-K for Fiscal 1995.
</TABLE>

                                       2
<PAGE>
<TABLE>
<CAPTION>
    <S>       <C>
    3.1       Certificate of Incorporation of Grand Union, as amended through January 6, 1997.(1)

    3.2       Certificate of Designation of Class A Convertible Preferred Stock,  incorporated by reference to
              Exhibit 10.4 to Grand  Union's Quarterly  Report on Form 10-Q for the period ended  October 12,
              1996.

    3.3       Certificate of Designation of Class B Convertible Preferred Stock, dated as of June 11, 1997.(1)

    3.4       By-laws of The Grand Union  Company,  as amended  through  September 12, 1996,  incorporated  by
              reference  to Exhibit 3.1 to Grand Union's Quarterly Report on Form 10-Q for the period ended
              October 12, 1996.

    4.1       Form of New Common Stock  Certificate of Grand Union,  incorporated  by reference to Exhibit 4.1
              to Grand Union's Annual Report on Form 10-K for Fiscal 1995.

    4.2       Warrant  Agreement dated as of June 15, 1995,  between Grand Union and American Stock Transfer &
              Trust  Company,  as Warrant Agent for 300,000  Series 1 Warrants and 600,000  Series 2 Warrants,
              incorporated  by reference to Exhibit 4.5 to Grand Union's Annual Report on Form 10-K for Fiscal
              1995.

    4.3       Registration  Rights  Agreement  dated as of June 15, 1995,  among  Grand Union and Each of the
              Persons  Named in Schedule A thereto for the New Common  Stock,  incorporated  by  reference  to
              Exhibit 4.6 to Grand Union's Annual Report on Form 10-K for Fiscal 1995.
               
    4.4       Registration  Rights  Agreement  dated as of June 15,  1995,  by and among  Grand  Union and The
              Holders Named therein for the  Registrable  Notes,  incorporated  by reference to Exhibit 4.7 to
              Grand Union's Annual Report on Form 10-K for Fiscal 1995.

    4.5       Indenture  dated as of June 15, 1995,  between Grand Union,  as Issuer and IBJ Schroeder  Bank &
              Trust Company, as Trustee for the 12% Senior Notes due September 1, 2004,  including form of the
              12% Senior Notes due 2004,  incorporated  by reference  to Exhibit 4.2 to Grand  Union's  Annual
              Report on Form 10-K for Fiscal 1995.

    4.6       First  Supplement  Indenture,  dated  September 9, 1996, to the  Indenture  dated as of June 15,
              1995,  between Grand Union,  as Issuer,  and IBJ Schroeder Bank & Trust Company,  as Trustee for
              the 12% Senior Notes due September 1, 2004,  incorporated  by reference to Exhibit 10.3 to Grand
              Union's Quarterly Report on Form 10-Q for the period ended October 12, 1996.

    4.7       Amended and Restated  Borrower  Pledge  Agreement dated as of June 15, 1995, made by Grand Union
              to Bankers Trust Company ("Bankers  Trust"),  as Collateral Agent,  incorporated by reference to
              Exhibit 4.3 to Grand Union's Annual Report on Form 10-K for Fiscal 1995.

    4.8       Amended and Restated Borrower Security  Agreement dated as of June 15, 1995, between Grand Union
              and Bankers  Trust,  as  Collateral  Agent,  incorporated  by  reference to Exhibit 4.4 to Grand
              Union's Annual Report on Form 10-K for Fiscal 1995.

   10.1      Agreement to Hold Separate dated July 17, 1989, by and among MTH Holdings Inc. ("MTH  Holdings"),
             GU Acquisition  Corporation  ("GUAC"),  Salomon Inc. and the Federal Trade Commission (the "FTC")
             entered into in the matter of MTH Holdings and GUAC before the FTC,  incorporated by reference to
             Exhibit No. 10.5 to Grand Union's Registration  Statement on Form S-1 (Registration No. 33-29707)
             (the "1989 Grand Union Registration Statement").

   10.2      Agreement  containing  Consent  Order among MTH  Holdings,  GUAC and the FTC entered  into in the
             matter of MTH Holdings and GUAC before the FTC,  incorporated by reference to Exhibit No. 10.6 to
             the 1989 Grand Union Registration Statement.

   10.3      Asset  Purchase  Agreement,  dated as of January 25, 1990,  by and between  Grand Union and Price
             Chopper  Operating  Co. of Vermont,  Inc.,  incorporated  by  reference  to Exhibit No.  10.15 to
             Holdings Registration Statement on Form S-1 (Registration No. 33-32879).
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
   <S>       <C>
   10.4      Asset Purchase Agreement, dated as of February 9, 1990, by and between Grand Union and Price
             Chopper  Operating  Co.,  Inc.,  incorporated  by  reference  to  Exhibit  No.  10.49  to  GUAC's
             Registration Statement on Form S-1 (Registration No. 33-22398).

   10.5      Agreement and Master  Sublease dated as of July 30, 1990, by and between Grand Union and P&C Food
             Markets,  Inc. ("P&C Foods"),  incorporated by reference to Exhibit  No.10.18 to Holdings' Report
             on Form 10-Q dated July 21, 1990 (Commission File No. 33-29707).

   10.6      Asset Purchase  Agreement dated as of February 4, 1993,  between The Great Atlantic & Pacific Tea
             Company,  Inc. and Grand  Union,  incorporated  by reference to Exhibit No. 2.1 to Grand  Union's
             Report on Form 8-K dated February 4, 1993.

   10.7      Asset Purchase Agreement dated as of September 20, 1993 among Foodarama Supermarkets, Inc.,
             ShopRite of Malverne,  Inc. and Grand  Union,  incorporated  by reference to Exhibit No. 10.19 to
             Grand Union's Registration Statement on Form S-1 (Registration No. 33-70956).

   10.8      Letter dated June 15, 1995,  containing  MTH Settlement  Agreement  between Miller Tabak Hirsch +
             Co. ("MTH") and Grand Union in connection with (i) the  termination of the Agreement,  dated July
             22, 1992, between MTH and Grand Union, and (ii) the Second Amended Plan of Reorganization,  dated
             April 19, 1995,  of Grand Union,  incorporated  by  reference to Exhibit  10.15 to Grand  Union's
             Annual Report on Form 10-K for Fiscal 1995.

   10.9      Agreement  dated  as  of  April,  1995,  among  Grand  Union,  Grand  Union  Capital  Corporation
             ("Capital"),  Holdings,  the Official  Committee  of  Unsecured  Creditors of Capital and certain
             holders of Zero  Coupon  Notes  issued by Capital  and  guaranteed  by  Holdings  named  therein,
             incorporated by reference to Exhibit 10.16 to Grand  Union's Annual Report on Form 10-K for
             Fiscal 1995.

   10.10     Waiver dated June 14, 1995,  with respect to the Second  Amended  Chapter 11 Plan of Grand Union,
             among Grand Union,  Bankers Trust, the Official  Committee of Unsecured  Creditors of Grand Union
             and the Informal Committee of Senior  Noteholders,  incorporated by reference to Exhibit 10.17 to
             Grand Union's Annual Report on Form 10-K for Fiscal 1995.

   10.11     Amended and Restated  Borrower Pledge Agreement dated as of June 15, 1995, made by Grand Union to
             Bankers Trust,  as Collateral  Agent  incorporated by reference to Exhibit 10.10 to Grand Union's
             Annual Report on Form 10-K for Fiscal 1995.

   10.12     Amended and Restated Borrower Security  Agreement dated as of June 15, 1995,  between Grand Union
             and Bankers Trust, as Collateral  Agent  (included in Exhibit 4.4),  incorporated by reference to
             Exhibit 10.11 to Grand Union's Annual Report on Form 10-K for Fiscal 1995.

   10.13     Subsidiary  Security  Agreement  dated as of June 15,  1995,  among  the  corporations  listed on
             Schedule 1 thereto and Bankers Trust, as Collateral  Agent,  incorporated by reference to Exhibit
             10.12 to Grand Union's Annual Report on Form 10-K for Fiscal 1995.

   10.14     Subsidiary  Guaranty  dated as of June 15, 1995,  made by each of the  corporations  from time to
             time  listed on Annex A  attached  thereto  in favor of the Banks and the Agent from time to time
             party to the Credit Agreement, incorporated by reference to Exhibit 10.13 to Grand Union's
             Annual Report on Form 10-K for Fiscal 1995.

   10.15     Form of Indenture of Open-End Mortgage,  Deed of Trust, Deed to Secure Debt,  Security Agreement,
             Assignment of Leases,  Rents and Profits,  Financing  Statement and Fixture  Filing,  dated as of
             June 15,  1995,  made by Grand Union to Bankers  Trust,  as  Collateral  Agent,  incorporated  by
             reference to Exhibit 10.14 to Grand Union's Annual Report on Form 10-K for Fiscal 1995.

   10.16     Amended and Restated Credit Agreement dated as of June 15, 1995, (the "Credit Agreement"), among
             Grand  Union,  the  lending  institutions  listed  from time to time on  Schedule 1 thereto,  and
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
   <S>       <C>
             Bankers Trust,  as Agent,  including  Exhibits A-1, A-2 and A-3, and various  Schedules  thereto,
             incorporated  by reference to Exhibit 10.9 to Grand Union's Annual Report on Form 10-K for Fiscal
             1995.

   10.18     Second  Amendment  to the Credit  Agreement,  incorporated  by reference to Exhibit 10.1 to Grand
             Union's Quarterly Report on Form 10-Q for the period ended July 20, 1996.

   10.19     Third  Amendment  to the Credit  Agreement,  incorporated  by  reference to Exhibit 10.2 to Grand
             Union's Quarterly Report on Form 10-Q for the period ended October 12, 1996.

   10.20     Fourth  Amendment  to the Amended and  Restated  Credit  Agreement  incorporated  by reference to
             Exhibit 10.1 to Grand Union's Quarterly Report on Form 10-Q for the period ended January 4, 1997.

   10.21     Fifth Amendment to the Credit Agreement.(1)

   10.22     Sixth Amendment to the Credit Agreement.(1)

   10.23     Seventh Amendment to the Credit Agreement.(1)

   10.24     Eighth Amendment to the Credit Agreement.(1)

  10.25**    Supply and  Distribution  Agreement  between The Grand Union Company and C&S  Wholesalers,  dated
             June 15, 1995,  incorporated  by reference to Exhibit 10.3 to Grand Union's  Quarterly  Report on
             Form 10-QA for the period ended January 6, 1996.

  10.26**    First Amendment to the Supply and Distribution  Agreement between The Grand Union Company and C&S
             Wholesalers, dated June 15, 1995, incorporated by reference to Exhibit 10.4 to Grand Union's
             Quarterly Report on Form 10-QA for the period ended January 6, 1996.

  10.27**    Supply and  Distribution  Agreement  between The Grand Union Company and C&S  Wholesalers,  dated
             January 2, 1996,  incorporated by reference to Exhibit 10.5 to Grand Union's  Quarterly Report on
             Form 10-QA for the period ended January 6, 1996.

  10.28**    Agreement with C&S Wholesalers Inc. dated January 21, 1996.

  10.29*     Third Amendment and Restatement of The Grand Union Company  Supplemental  Retirement  Program for
             Key Executives effective as of June 15, 1995,  incorporated by reference to Exhibit 10.8 to Grand
             Union's Annual Report on Form 10-K for the fiscal year ended March 30, 1996.

   10.30     Executive Severance Policy,  incorporated by reference to Exhibit 10.2 to Grand Union's Quarterly
             Report on Form 10-Q for the period ended July 20, 1996.

  10.31*     The Grand Union Company 1995 Equity Incentive Plan,  incorporated by reference to Exhibit 10.1 to
             Grand Union's Quarterly Report on Form 10-Q for the period ended January 6, 1996.

  10.32*     First  Amendment to the 1995 Equity  Incentive Plan of the Grand Union Company,  incorporated  by
             reference to Exhibit  10.4 to Grand  Union's  Quarterly  Report on Form 10-Q for the period ended
             July 20, 1996.

  10.33*     Second Amendment to the 1995 Equity Incentive Plan.(1)

  10.34*     Resolution amending the number of shares issuable under the 1995 Equity Incentive Plan.(1)

  10.35*     Letters dated December 14, 1995, with respect to the 1995 Equity Incentive Plan,  incorporated by
             reference to Exhibit  10.3 to Grand  Union's  Quarterly  Report on Form 10-Q for the period ended
             July 20, 1996.

  10.36*     Option Agreement with Jeffrey P. Freimark.(1)
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>

  <S>        <C>
  10.37      The Grand Union Company 1995 Non-Employee Directors Stock Option Plan, incorporated by
             reference to Exhibit 10.2 to Grand Union's Quarterly Report on Form 10-Q for the period ended
             January 6, 1996.

  10.38*     First Amendment to the 1995 Non-Employee Directors' Stock Option Plan of The Grand Union
             Company, incorporated  by reference to Exhibit 10.6 to Grand  Union's  Quarterly  Report on Form
             10-Q for the period ended July 20, 1996.

  10.39*     Resolution  amending the number of shares issuable under the 1995 Non-Employee Directors' Stock
             Option Plan.(1)

  10.40*     Letters dated April 3, 1996, with respect to the 1995 Non-Employee  Directors' Stock Option Plan,
             incorporated by reference to Exhibit 10.5 to Grand Union's Quarterly Report on Form 10-Q for the
             period ended July 20, 1996.

   10.41     Non-competition  Agreement between The Grand Union Company and Joseph J. McCaig,  incorporated by
             reference to Exhibit 10.23 of Grand Union's  Annual Report on Form 10-K for the fiscal year ended
             March 30, 1996.

   10.42     Non-competition  Agreement  between The Grand Union Company and William A. Louttit,  incorporated
             by reference to Exhibit  10.24 of Grand  Union's  Annual  Report on Form 10-K for the fiscal year
             ended March 30, 1996.

   10.43     Non-competition  Agreement between The Grand Union Company and Kenneth R. Baum, Jr., incorporated
             by reference to Exhibit  10.25 of Grand  Union's  Annual  Report on Form 10-K for the fiscal year
             ended March 30, 1996.

   10.44     Non-competition  Agreement between The Grand Union Company and Darrell W. Stine,  incorporated by
             reference to Exhibit 10.26 of Grand Union's  Annual Report on Form 10-K for the fiscal year ended
             March 30, 1996.

   10.45     Non-competition  Agreement between The Grand Union Company and Gilbert C. Vuolo,  incorporated by
             reference to Exhibit 10.27 of Grand Union's  Annual Report on Form 10-K for the fiscal year ended
             March 30, 1996.

   10.46     Form of Indemnification  Agreement between the Company and R. Stangeland,  D. Josephs, W. Kagler,
             D. McClure,  Jr., D. Ying, J. McCaig,  W. Louttit,  K. Baum, D. Stine, G. Vuolo and J. Schroeder,
             incorporated by reference to Exhibit 10.7 to Grand Union's  Quarterly Report on Form 10-Q for the
             period ended July 20, 1996.

   10.47     Form of  Indemnification  Agreement between the Company and J. Costello,  C. Miller, G. Moore and
             J.R.  Stonesifer,  incorporated by reference to Exhibit 10.1 to Grand Union's Quarterly Report on
             Form 10-Q for the period ended October 12, 1996.

   10.48     Investment  Banking Agreement  between The Grand Union Company and Donaldson,  Lufkin & Jenrette,
             incorporated  by reference to Exhibit 10.28 of Grand  Union's  Annual Report on Form 10-K for the
             fiscal year ended March 30, 1996.

   10.49     Stock Purchase  Agreement  dated July 30, 1996,  among The Grand Union Company,  Trefoil  Capital
             Investors  II, L.P.  and GE  Investment  Private  Placement  Partners  II, A Limited  Partnership
             incorporated  by reference to Exhibit  10.1 to The Grand Union  Company  report filed on Form 8-K
             dated July 30, 1996.

   10.50     Amendment  No. 1 to the Stock  Purchase  Agreement  dated July 30,  1996,  among the Grand  Union
             Company,  Trefoil Capital Investors II, L.P., and GE Investment  Private Placement Partners II, a
             Limited Partnership.(1)

   10.51     Management  Agreement between The Grand Union Company and Shamrock Capital Advisors,
             Inc., dated July 30, 1996,  incorporated  by reference to Exhibit 10.7 to Grand Union's  Quarterly 
             Report on Form 10-Q for the period ended October 12, 1996.

</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>

  <S>        <C>

   10.52     Stock Purchase  Agreement by and between The Grand Union Company and Roger  Stangeland, dated 
             as of February 25, 1997.(1)

   10.53     Amendment No. 1, dated March 20, 1997, to the Stock  Purchase  Agreement  between The Grand Union Company
             and Roger Stangeland, dated as of February 25, 1997.(1)

   10.54     Assignment and  Assumption  Agreement by and between Roger  Stangeland and The Stangeland  Family
             Limited Partnership, dated March 20, 1997.(1)

   10.55     Stockholder   Agreement   between  Trefoil  Capital   Investors  II,  L.P.,  a  Delaware  limited
             partnership,  GE Investment  Private  Placement  Partners II, A Limited  Partnership,  a Delaware
             limited  partnership,  Roger Stangeland,  an individual,  and The Grand Union Company, a Delaware
             corporation.(1)

   10.56     Addendum to Stockholder  Agreement among Trefoil Capital  Investors II, L.P., a Delaware  limited
             partnership,  GE Investment  Private  Placement  Partners II, A Limited  Partnership,  a Delaware
             limited  partnership,  Roger Stangeland,  an individual,  and The Grand Union Company, a Delaware
             corporation.(1)

   10.57     Acceleration and Exchange Agreement, dated as of June 5, 1997, by and among The Grand Union 
             Company, Trefoil Capital Investors II, L.P., a Delaware limited partnership, and GE Investments 
             Private Placement Partners II, A Limited Partnership, a Delaware limited partnership, including 
             Exhibits thereto.(1)

   10.58     Amendment No. 1, dated as of June 5, 1997, to the Registration Rights Agreement dated as of 
             July 30, 1996, by and among The Grand Union Company, Trefoil Capital Investors II, L.P., a 
             Delaware limited partnership, and GE Investments Private Placement Partners II, A Limited 
             Partnership, a Delaware limited partnership.(1)

   21.1      Subsidiaries of Grand Union.(1)

   27.1      Financial Data Schedule.(1)
</TABLE>

*     Compensatory plan or arrangement
**    Confidential treatment requested
(1)   Previously filed

                                       7
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this  report to be 
signed on its behalf by the undersigned, thereunto duly authorized.

                              THE GRAND UNION COMPANY
                                    (Registrant)

      /s/ Jeffrey P. Freimark                          Date:  March 27, 1998
    ----------------------------------------
         Jeffrey P. Freimark
    Executive Vice President, Chief Financial 
    Officer


                                       8
<PAGE>

                                       EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit
Number                                            Description of Document
-----                                             -----------------------
    <S>       <C>
    2.1      Second Amended Chapter 11 Plan of  Reorganization  of The Grand Union Company  ("Grand  Union"),
             filed  with the United  States  Bankruptcy  Court,  District  of  Delaware,  on April 19,  1995,
             incorporated by reference to Exhibit T3E1 to Grand Union's Form T-3 dated May 8, 1995.

    2.2      Findings  of  Fact,  Conclusions  of Law  and  Order  Confirming  the  Second  Amended  Plan  of
             Reorganization  proposed by Grand  Union,  dated May 31,  1995,  incorporated  by  reference  to
             Exhibit 2.2 to Grand Union's  Annual Report on Form 10-K for the fiscal year ended April 1, 1995
             ("Fiscal 1995").

    2.3      Minute  Order  Clarifying  Findings  of Fact,  Conclusions  of Law and Order  Confirming  Second
             Amended Plan of  Reorganization  proposed by Grand Union,  dated June 14, 1995,  incorporated by
             reference to Exhibit 2.3 to Grand Union's Annual Report on Form 10-K for Fiscal 1995.

    3.1      Certificate of Incorporation of Grand Union, as amended through January 6, 1997.(1)

    3.2      Certificate of Designation of Class A Convertible Preferred Stock,  incorporated by reference to
             Exhibit 10.4 to Grand  Union's Quarterly  Report on Form 10-Q for the period ended  October 12,
             1996.

    3.3      Certificate of Designation of Class B Convertible Preferred Stock, dated as of June 11, 1997.(1)

    3.4      By-laws of The Grand Union  Company,  as amended  through  September 12, 1996,  incorporated  by
             reference  to Exhibit 3.1 to Grand Union's Quarterly Report on Form 10-Q for the period ended
             October 12, 1996.

    4.1      Form of New Common Stock  Certificate of Grand Union,  incorporated  by reference to Exhibit 4.1
             to Grand Union's Annual Report on Form 10-K for Fiscal 1995.

    4.2      Warrant  Agreement dated as of June 15, 1995,  between Grand Union and American Stock Transfer &
             Trust  Company,  as Warrant Agent for 300,000  Series 1 Warrants and 600,000  Series 2 Warrants,
             incorporated  by reference to Exhibit 4.5 to Grand Union's Annual Report on Form 10-K for Fiscal
             1995.

    4.3      Registration  Rights  Agreement  dated as of June 15, 1995,  among  Grand Union and Each of the
             Persons  Named in Schedule A thereto for the New Common  Stock,  incorporated  by  reference  to
             Exhibit 4.6 to Grand Union's Annual Report on Form 10-K for Fiscal 1995.
              
    4.4      Registration  Rights  Agreement  dated as of June 15,  1995,  by and among  Grand  Union and The
             Holders Named therein for the  Registrable  Notes,  incorporated  by reference to Exhibit 4.7 to
             Grand Union's Annual Report on Form 10-K for Fiscal 1995.

    4.5      Indenture  dated as of June 15, 1995,  between Grand Union,  as Issuer and IBJ Schroeder  Bank &
             Trust Company, as Trustee for the 12% Senior Notes due September 1, 2004,  including form of the
             12% Senior Notes due 2004,  incorporated  by reference  to Exhibit 4.2 to Grand  Union's  Annual
             Report on Form 10-K for Fiscal 1995.

    4.6      First  Supplement  Indenture,  dated  September 9, 1996, to the  Indenture  dated as of June 15,
             1995,  between Grand Union,  as Issuer,  and IBJ Schroeder Bank & Trust Company,  as Trustee for
             the 12% Senior Notes due September 1, 2004,  incorporated  by reference to Exhibit 10.3 to Grand
             Union's Quarterly Report on Form 10-Q for the period ended October 12, 1996.

    4.7      Amended and Restated  Borrower  Pledge  Agreement dated as of June 15, 1995, made by Grand Union
             to Bankers Trust Company ("Bankers  Trust"),  as Collateral Agent,  incorporated by reference to
             Exhibit 4.3 to Grand Union's Annual Report on Form 10-K for Fiscal 1995.

    4.8      Amended and Restated Borrower Security  Agreement dated as of June 15, 1995, between Grand Union
             and Bankers  Trust,  as  Collateral  Agent,  incorporated  by  reference to Exhibit 4.4 to Grand
             Union's Annual Report on Form 10-K for Fiscal 1995.

   10.1      Agreement to Hold Separate dated July 17, 1989, by and among MTH Holdings Inc. ("MTH  Holdings"),
             GU Acquisition  Corporation  ("GUAC"),  Salomon Inc. and the Federal Trade Commission (the "FTC")
             entered into in the matter of MTH Holdings and GUAC before the FTC,  incorporated by reference to
             Exhibit No. 10.5 to Grand Union's Registration  Statement on Form S-1 (Registration No. 33-29707)
             (the "1989 Grand Union Registration Statement").

   10.2      Agreement  containing  Consent  Order among MTH  Holdings,  GUAC and the FTC entered  into in the
             matter of MTH Holdings and GUAC before the FTC,  incorporated by reference to Exhibit No. 10.6 to
             the 1989 Grand Union Registration Statement.

   10.3      Asset  Purchase  Agreement,  dated as of January 25, 1990,  by and between  Grand Union and Price
             Chopper  Operating  Co. of Vermont,  Inc.,  incorporated  by  reference  to Exhibit No.  10.15 to
             Holdings Registration Statement on Form S-1 (Registration No. 33-32879).

   10.4      Asset Purchase Agreement, dated as of February 9, 1990, by and between Grand Union and Price
             Chopper  Operating  Co.,  Inc.,  incorporated  by  reference  to  Exhibit  No.  10.49  to  GUAC's
             Registration Statement on Form S-1 (Registration No. 33-22398).

   10.5      Agreement and Master  Sublease dated as of July 30, 1990, by and between Grand Union and P&C Food
             Markets,  Inc. ("P&C Foods"),  incorporated by reference to Exhibit  No.10.18 to Holdings' Report
             on Form 10-Q dated July 21, 1990 (Commission File No. 33-29707).

   10.6      Asset Purchase  Agreement dated as of February 4, 1993,  between The Great Atlantic & Pacific Tea
             Company,  Inc. and Grand  Union,  incorporated  by reference to Exhibit No. 2.1 to Grand  Union's
             Report on Form 8-K dated February 4, 1993.

   10.7      Asset Purchase Agreement dated as of September 20, 1993 among Foodarama Supermarkets, Inc.,
             ShopRite of Malverne,  Inc. and Grand  Union,  incorporated  by reference to Exhibit No. 10.19 to
             Grand Union's Registration Statement on Form S-1 (Registration No. 33-70956).

   10.8      Letter dated June 15, 1995,  containing  MTH Settlement  Agreement  between Miller Tabak Hirsch +
             Co. ("MTH") and Grand Union in connection with (i) the  termination of the Agreement,  dated July
             22, 1992, between MTH and Grand Union, and (ii) the Second Amended Plan of Reorganization,  dated
             April 19, 1995,  of Grand Union,  incorporated  by  reference to Exhibit  10.15 to Grand  Union's
             Annual Report on Form 10-K for Fiscal 1995.

   10.9      Agreement  dated  as  of  April,  1995,  among  Grand  Union,  Grand  Union  Capital  Corporation
             ("Capital"),  Holdings,  the Official  Committee  of  Unsecured  Creditors of Capital and certain
             holders of Zero  Coupon  Notes  issued by Capital  and  guaranteed  by  Holdings  named  therein,
             incorporated by reference to Exhibit 10.16 to Grand  Union's Annual Report on Form 10-K for
             Fiscal 1995.

   10.10     Waiver dated June 14, 1995,  with respect to the Second  Amended  Chapter 11 Plan of Grand Union,
             among Grand Union,  Bankers Trust, the Official  Committee of Unsecured  Creditors of Grand Union
             and the Informal Committee of Senior  Noteholders,  incorporated by reference to Exhibit 10.17 to
             Grand Union's Annual Report on Form 10-K for Fiscal 1995.

   10.11     Amended and Restated  Borrower Pledge Agreement dated as of June 15, 1995, made by Grand Union to
             Bankers Trust,  as Collateral  Agent  incorporated by reference to Exhibit 10.10 to Grand Union's
             Annual Report on Form 10-K for Fiscal 1995.

   10.12     Amended and Restated Borrower Security  Agreement dated as of June 15, 1995,  between Grand Union
             and Bankers Trust, as Collateral  Agent  (included in Exhibit 4.4),  incorporated by reference to
             Exhibit 10.11 to Grand Union's Annual Report on Form 10-K for Fiscal 1995.

   10.13     Subsidiary  Security  Agreement  dated as of June 15,  1995,  among  the  corporations  listed on
             Schedule 1 thereto and Bankers Trust, as Collateral  Agent,  incorporated by reference to Exhibit
             10.12 to Grand Union's Annual Report on Form 10-K for Fiscal 1995.

   10.14     Subsidiary  Guaranty  dated as of June 15, 1995,  made by each of the  corporations  from time to
             time  listed on Annex A  attached  thereto  in favor of the Banks and the Agent from time to time
             party to the Credit Agreement, incorporated by reference to Exhibit 10.13 to Grand Union's
             Annual Report on Form 10-K for Fiscal 1995.

   10.15     Form of Indenture of Open-End Mortgage,  Deed of Trust, Deed to Secure Debt,  Security Agreement,
             Assignment of Leases,  Rents and Profits,  Financing  Statement and Fixture  Filing,  dated as of
             June 15,  1995,  made by Grand Union to Bankers  Trust,  as  Collateral  Agent,  incorporated  by
             reference to Exhibit 10.14 to Grand Union's Annual Report on Form 10-K for Fiscal 1995.

   10.16     Amended and Restated Credit Agreement dated as of June 15, 1995, (the "Credit Agreement"), among
             Grand  Union,  the  lending  institutions  listed  from time to time on  Schedule 1 thereto,  and
             Bankers Trust,  as Agent,  including  Exhibits A-1, A-2 and A-3, and various  Schedules  thereto,
             incorporated  by reference to Exhibit 10.9 to Grand Union's Annual Report on Form 10-K for Fiscal
             1995.

   10.18     Second  Amendment  to the Credit  Agreement,  incorporated  by reference to Exhibit 10.1 to Grand
             Union's Quarterly Report on Form 10-Q for the period ended July 20, 1996.

   10.19     Third  Amendment  to the Credit  Agreement,  incorporated  by  reference to Exhibit 10.2 to Grand
             Union's Quarterly Report on Form 10-Q for the period ended October 12, 1996.

   10.20     Fourth  Amendment  to the Amended and  Restated  Credit  Agreement  incorporated  by reference to
             Exhibit 10.1 to Grand Union's Quarterly Report on Form 10-Q for the period ended January 4, 1997.

   10.21     Fifth Amendment to the Credit Agreement.(1)

   10.22     Sixth Amendment to the Credit Agreement.(1)

   10.23     Seventh Amendment to the Credit Agreement.(1)

   10.24     Eighth Amendment to the Credit Agreement.(1)

  10.25**    Supply and  Distribution  Agreement  between The Grand Union Company and C&S  Wholesalers,  dated
             June 15, 1995,  incorporated  by reference to Exhibit 10.3 to Grand Union's  Quarterly  Report on
             Form 10-QA for the period ended January 6, 1996.

  10.26**    First Amendment to the Supply and Distribution  Agreement between The Grand Union Company and C&S
             Wholesalers, dated June 15, 1995, incorporated by reference to Exhibit 10.4 to Grand Union's
             Quarterly Report on Form 10-QA for the period ended January 6, 1996.

  10.27**    Supply and  Distribution  Agreement  between The Grand Union Company and C&S  Wholesalers,  dated
             January 2, 1996,  incorporated by reference to Exhibit 10.5 to Grand Union's  Quarterly Report on
             Form 10-QA for the period ended January 6, 1996.

  10.28**    Agreement with C&S Wholesalers Inc. dated January 21, 1996.

  10.29*     Third Amendment and Restatement of The Grand Union Company  Supplemental  Retirement  Program for
             Key Executives effective as of June 15, 1995,  incorporated by reference to Exhibit 10.8 to Grand
             Union's Annual Report on Form 10-K for the fiscal year ended March 30, 1996.

   10.30     Executive Severance Policy,  incorporated by reference to Exhibit 10.2 to Grand Union's Quarterly
             Report on Form 10-Q for the period ended July 20, 1996.

  10.31*     The Grand Union Company 1995 Equity Incentive Plan,  incorporated by reference to Exhibit 10.1 to
             Grand Union's Quarterly Report on Form 10-Q for the period ended January 6, 1996.

  10.32*     First  Amendment to the 1995 Equity  Incentive Plan of the Grand Union Company,  incorporated  by
             reference to Exhibit  10.4 to Grand  Union's  Quarterly  Report on Form 10-Q for the period ended
             July 20, 1996.

  10.33*     Second Amendment to the 1995 Equity Incentive Plan.(1)

  10.34*     Resolution amending the number of shares issuable under the 1995 Equity Incentive Plan.(1)

  10.35*     Letters dated December 14, 1995, with respect to the 1995 Equity Incentive Plan,  incorporated by
             reference to Exhibit  10.3 to Grand  Union's  Quarterly  Report on Form 10-Q for the period ended
             July 20, 1996.

  10.36*     Option Agreement with Jeffrey P. Freimark.(1)

  10.37      The Grand Union Company 1995 Non-Employee Directors Stock Option Plan, incorporated by
             reference to Exhibit 10.2 to Grand Union's Quarterly Report on Form 10-Q for the period ended
             January 6, 1996.

  10.38*     First Amendment to the 1995 Non-Employee Directors' Stock Option Plan of The Grand Union
             Company, incorporated  by reference to Exhibit 10.6 to Grand  Union's  Quarterly  Report on Form
             10-Q for the period ended July 20, 1996.

  10.39*     Resolution  amending the number of shares issuable under the 1995 Non-Employee Directors' Stock
             Option Plan.(1)

  10.40*     Letters dated April 3, 1996, with respect to the 1995 Non-Employee  Directors' Stock Option Plan,
             incorporated by reference to Exhibit 10.5 to Grand Union's Quarterly Report on Form 10-Q for the
             period ended July 20, 1996.

   10.41     Non-competition  Agreement between The Grand Union Company and Joseph J. McCaig,  incorporated by
             reference to Exhibit 10.23 of Grand Union's  Annual Report on Form 10-K for the fiscal year ended
             March 30, 1996.

   10.42     Non-competition  Agreement  between The Grand Union Company and William A. Louttit,  incorporated
             by reference to Exhibit  10.24 of Grand  Union's  Annual  Report on Form 10-K for the fiscal year
             ended March 30, 1996.

   10.43     Non-competition  Agreement between The Grand Union Company and Kenneth R. Baum, Jr., incorporated
             by reference to Exhibit  10.25 of Grand  Union's  Annual  Report on Form 10-K for the fiscal year
             ended March 30, 1996.

   10.44     Non-competition  Agreement between The Grand Union Company and Darrell W. Stine,  incorporated by
             reference to Exhibit 10.26 of Grand Union's  Annual Report on Form 10-K for the fiscal year ended
             March 30, 1996.

   10.45     Non-competition  Agreement between The Grand Union Company and Gilbert C. Vuolo,  incorporated by
             reference to Exhibit 10.27 of Grand Union's  Annual Report on Form 10-K for the fiscal year ended
             March 30, 1996.

   10.46     Form of Indemnification  Agreement between the Company and R. Stangeland,  D. Josephs, W. Kagler,
             D. McClure,  Jr., D. Ying, J. McCaig,  W. Louttit,  K. Baum, D. Stine, G. Vuolo and J. Schroeder,
             incorporated by reference to Exhibit 10.7 to Grand Union's  Quarterly Report on Form 10-Q for the
             period ended July 20, 1996.

   10.47     Form of  Indemnification  Agreement between the Company and J. Costello,  C. Miller, G. Moore and
             J.R.  Stonesifer,  incorporated by reference to Exhibit 10.1 to Grand Union's Quarterly Report on
             Form 10-Q for the period ended October 12, 1996.

   10.48     Investment  Banking Agreement  between The Grand Union Company and Donaldson,  Lufkin & Jenrette,
             incorporated  by reference to Exhibit 10.28 of Grand  Union's  Annual Report on Form 10-K for the
             fiscal year ended March 30, 1996.

   10.49     Stock Purchase  Agreement  dated July 30, 1996,  among The Grand Union Company,  Trefoil  Capital
             Investors  II, L.P.  and GE  Investment  Private  Placement  Partners  II, A Limited  Partnership
             incorporated  by reference to Exhibit  10.1 to The Grand Union  Company  report filed on Form 8-K
             dated July 30, 1996.

   10.50     Amendment  No. 1 to the Stock  Purchase  Agreement  dated July 30,  1996,  among the Grand  Union
             Company,  Trefoil Capital Investors II, L.P., and GE Investment  Private Placement Partners II, a
             Limited Partnership.(1)

   10.51     Management  Agreement between The Grand Union Company and Shamrock Capital Advisors,
             Inc., dated July 30, 1996,  incorporated  by reference to Exhibit 10.7 to Grand Union's  Quarterly 
             Report on Form 10-Q for the period ended October 12, 1996.

   10.52     Stock Purchase  Agreement by and between The Grand Union Company and Roger  Stangeland, dated 
             as of February 25, 1997.(1)

   10.53     Amendment No. 1, dated March 20, 1997, to the Stock  Purchase  Agreement  between The Grand Union Company
             and Roger Stangeland, dated as of February 25, 1997.(1)

   10.54     Assignment and  Assumption  Agreement by and between Roger  Stangeland and The Stangeland  Family
             Limited Partnership, dated March 20, 1997.(1)

   10.55     Stockholder   Agreement   between  Trefoil  Capital   Investors  II,  L.P.,  a  Delaware  limited
             partnership,  GE Investment  Private  Placement  Partners II, A Limited  Partnership,  a Delaware
             limited  partnership,  Roger Stangeland,  an individual,  and The Grand Union Company, a Delaware
             corporation.(1)

   10.56     Addendum to Stockholder  Agreement among Trefoil Capital  Investors II, L.P., a Delaware  limited
             partnership,  GE Investment  Private  Placement  Partners II, A Limited  Partnership,  a Delaware
             limited  partnership,  Roger Stangeland,  an individual,  and The Grand Union Company, a Delaware
             corporation.(1)

   10.57     Acceleration and Exchange Agreement, dated as of June 5, 1997, by and among The Grand Union 
             Company, Trefoil Capital Investors II, L.P., a Delaware limited partnership, and GE Investments 
             Private Placement Partners II, A Limited Partnership, a Delaware limited partnership, including 
             Exhibits thereto.(1)

   10.58     Amendment No. 1, dated as of June 5, 1997, to the Registration Rights Agreement dated as of 
             July 30, 1996, by and among The Grand Union Company, Trefoil Capital Investors II, L.P., a 
             Delaware limited partnership, and GE Investments Private Placement Partners II, A Limited 
             Partnership, a Delaware limited partnership.(1)

   21.1      Subsidiaries of Grand Union.(1)

   27.1      Financial Data Schedule.(1)
</TABLE>

*     Compensatory plan or arrangement
**    Confidential treatment requested
(1)   Previously filed