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                                                                  Exhibit 10.53

         AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

     This Amendment No. 1, dated as of March 20, 1997 (this "Amendment No. 
1"), to Stock Purchase Agreement, dated as of February 25, 1997 (the 
"Agreement"), is by and between The Grand Union Company, a Delaware 
corporation (the "Company"), and Roger Stangeland (the "Purchaser").

                         WITNESSETH:

     WHEREAS, pursuant to the Agreement, the Purchaser agreed to purchase 
from the Company, and the Company agreed to sell and issue to the Purchaser 
(the "Stock Purchase"), an aggregate of Sixty Thousand (60,000) shares of the 
Company's Class A Convertible Preferred Stock, $1.00 par value per share (the 
"Preferred Stock"); and

     WHEREAS, the Purchaser desires to be permitted to assign his rights and 
obligations pursuant to the Agreement, and the Company is willing to permit 
such assignment, on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and the mutual 
covenants herein set forth, the parties agree as follows:
     
     Section 1.  Representations and Warranties of the
Purchaser.  Sections 3.5 and 3.13 of the Agreement are
hereby amended to read as follows:

     "Section 3.5.  Receipt of Reports.  Roger Stangeland currently serves as 
the Chairman and a member of the Board of Directors of the Company and as 
co-trustee of the general partner of the Partnership and, as Chairman of the 
Board of Directors of the Company, has received reports from and other 
information concerning the Company, and the Partnership is aware of the 
contents of all of such reports and information.  In connection with the 
transaction contemplated hereby, the Purchaser has not relied on financial 
information regarding the Company provided by the Company."

     "Section 3.13. Purchaser's Principal Residence.  Roger Stangeland 
is an individual with a principal place of residence located in the State of 
California, and the Partnership is a limited partnership organized under the 
laws of the State of California."
     
     Section 2.  Assignment.  Section 6.9 of the Agreement is hereby amended 
to read as follows:
     
     "Section 6.9.  Assignment.  This Agreement shall not be assigned by 
operation of law or otherwise; provided, however, that the Purchaser's right 
and obligation to consummate the Stock Purchase may be assigned, on the terms 
and conditions set forth herein, pursuant to an assignment and assumption 
agreement substantially in the form set forth as Exhibit A hereto (the 

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"Assignment") to 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"), and it is acknowledged 
and agreed by the Company that the Purchaser may, and intends to, so assign 
his rights and obligations hereunder."

     Section 3.  Binding Effect.  Section 6.10 of the Agreement is hereby 
amended to read as follows:
     
     "Section 6.10.  Parties in Interest.  This Agreement shall be binding 
upon and inure solely to the benefit of each party hereto and, upon the 
Assignment, to the Partnership, and nothing in this Agreement, express or 
implied, is intended to or shall confer upon any other person any right, 
benefit or remedy of any nature whatsoever under or by reason of this 
Agreement, including, without limitation, by way of subrogation."

     Section 4.  Additional Conditions to the Company's Obligation to Effect 
the Closing.  In addition to the satisfaction or waiver of all of the 
conditions set forth in Section 5 of the Agreement, the Company's obligation 
to effect the Closing pursuant to the Agreement and the Assignment is subject 
to the following additional conditions:

          (a)  Conditions to Obligations of Each Party to
     Effect the Closing.  The conditions set forth in
     Section 5.1 of the Agreement shall be satisfied with
     respect to the Stock Purchase giving effect to the
     Assignment as applied to the Partnership.
          
          (b)  Additional Conditions to Obligations of the
     Company.  The conditions set forth in Section 5.3 of
     the Agreement shall be satisfied giving effect to the
     Assignment, as though the Partnership shall have been
     substituted for the Purchaser in such Agreement in all
     respects, including but not limited to the truth and
     accuracy of the representations and warranties of the
     Purchaser set forth in Article III of the Agreement as
     though the Partnership shall have made such
     representations and warranties as of the date of the
     Agreement and as of the Closing Date, and the
     Partnership shall have delivered to the Company a
     certificate, in form and substance satisfactory to the
     Company, to such effect.

     Section 5.  Notices.  Section 6.2(a) of the Agreement is hereby amended 
to add the following at the end of Section 6.2:

     "(c) If to the Partnership:
     
     The Stangeland Family Limited Partnership
     300 North Lake Avenue
     Suite 925
     Pasadena, CA  91101 
     Telecopier No.: (818) 304-2873
     Telephone No.: (818) 304-2870

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     With a copy to:

     Munger, Tolles & Olson
     355 S. Grand Avenue, 35th Floor
     Los Angeles, CA 90071
     Attention:  Steven L. Guise, Esq.
     Telecopy:  (213) 683-3702"

     Section 6.  Certain Definitions.  Section 6.3 of the Agreement is hereby 
amended to add the following definitions:

        (a)    "Amendment" means Amendment No. 1, dated as
     of March __, 1997, to this Agreement.

        (b)    "Assignment" means the Assignment and
     Assumption Agreement, dated as of March __, 1997,
     between Roger Stangeland and the Partnership, and the
     transactions contemplated thereby; 

        (c)    "Partnership" means The Stangeland Family
     Limited Partnership, a California limited partnership,
     of which the general partner is The Roger and Lilah
     Stangeland Living Trust; and

        (d)    "Purchaser" when used herein, shall have the
     definition set forth in the Preamble to the Agreement;
     provided, however, that from and after the date of the
     Assignment, as contemplated by the Amendment, shall
     mean the Partnership.

     Section 7.  Entire Agreement.  This Amendment, together with the 
Agreement, constitutes the entire agreement and supersedes all prior 
agreements and undertakings, both written and oral, among the parties, or any 
of them, with respect to the subject matter hereof.

     Section 8.  Governing Law.  This Amendment 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 9.  Counterparts.  This Agreement may be executed in one or more 
counterparts, and by the different parties hereto in separate counterparts, 
each of which when executed shall be deemed to be an original but all of 
which taken together shall constitute one and the same agreement.

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     IN WITNESS WHEREOF, the Company and the Purchaser have
executed this Amendment No. 1 as of the date first set forth
above.

                         THE COMPANY

                         THE GRAND UNION COMPANY

                         By:  /s/ Joseph J. McCaig
                            -------------------------
                         Name:  Joseph J. McCaig
                         Title: President and Chief Executive Officer

                         PURCHASER

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




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