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                                                                   EXHIBIT 10.38


                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

         AMENDMENT to an Employment Agreement by and between BRUNO'S, INC., an
Alabama corporation (the "Company"), and _______________ ("Executive") dated
________________ and amended January 31, 1998 (the "Employment Agreement"), made
and effective this 22nd day of July 1998, by and between the Company and the
Executive.


         1. Section 2 of the Employment Agreement is amended to read as follows:

                    2. Term of Employment. Executive's term of employment under
                  this Agreement commenced on _______________ and, subject to
                  the terms hereof, shall terminate on January 31, 2000;
                  provided, however, that Executive's term of employment shall
                  be automatically renewed for a two-year term on February 1,
                  2000 and on each successive second anniversary thereof (the
                  "Term"), unless the Company has notified the Executive in
                  writing within the 90 day period prior to the expiration of
                  the then Term that such Term shall not be so renewed;
                  provided, further, however, that any termination of employment
                  by Executive (other than for death or Permanent Disability)
                  may only be made upon 60 days prior written notice to the
                  Company.


         2. Section 6 of the Employment Agreement is amended to read as follows:

                  6. Termination of Employment.

         3. Subsection (a) of Section 6.1 of the Employment Agreement is amended
to read as follows:

                    6.1 Termination Not for Cause or for Good Reason. (a) Except
                  as provided in Section 6.2 hereof, if Executive's employment
                  is terminated (i) by the Company other than for Cause (as
                  defined in this Section 6.1) or (ii) by Executive for Good
                  Reason (as defined in this Section 6.1), Executive shall
                  receive a severance payment equal to the remaining Base Salary
                  owed by Company to Executive for the balance of the then Term
                  plus twelve month's additional Base Salary plus Target Bonus
                  under the Company's Corporate Management Incentive Plan, as in
                  effect immediately prior to the event giving rise to such
                  termination, payable in accordance with the ordinary payroll
                  practices of the Company, 




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                  but no less frequently than semi-monthly following such
                  termination of employment. In addition, the Company shall pay
                  to Executive any earned but unpaid bonus of Executive with
                  respect to the year preceding his or her termination, and the
                  Company shall provide continued coverage on the same basis as
                  in effect from time to time for senior executives generally
                  for twelve months under any employee medical and life
                  insurance plans which the Company makes available to its
                  senior executives. Any period of continued coverage under the
                  Company's medical plans shall not be credited against any
                  required period of coverage for purposes of Part 6, Subtitle
                  B, Title I of the Employment Retirement Income Security Act of
                  1974, as amended.


         4. Section 8 of the Employment Agreement is amended to read as follows:

                    8. Mitigation of Damages. Executive shall use his or her
                  reasonable best efforts to obtain comparable employment to
                  mitigate damages or the amount of any payment provided for
                  under this Agreement. Any such damages or the amount of any
                  payment provided for under this Agreement shall not be subject
                  to offset or any other reduction for reason of Executive's
                  obtaining other employment, whether from self-employment, as a
                  common-law employee or otherwise, except that base salary paid
                  to Executive by a subsequent employer in the last six months
                  of the severance period shall be used to offset the unpaid
                  portion of the severance payment equal to the remaining Base
                  Salary owed by Company to Executive for the balance of the
                  then Term plus twelve month's additional Base Salary plus
                  Target Bonus as described in Section 6.1 (a).

                                       BRUNO'S, INC.


                                       By:   /s/  James A. Demme
                                             --------------------------
                                             James A. Demme
                                             Chief Executive Officer

                                       EXECUTIVE

                                       By:
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