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                                                                   EXHIBIT 10.24


                    FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT

         AMENDMENT to an Employment Agreement by and between BRUNO'S, INC., an
Alabama corporation (the "Company"), and [NAME] ("Executive") dated [DATE],
("Employment Agreement"), made and effective this 31st day of January 1998, by
and between the Company and 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 (the "Term") commenced on [DATE] and,
                  subject to the terms hereof, shall continue until the
                  termination of Executive's employment pursuant to this
                  Agreement (the "Termination Date"); provided, 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, and any termination of
                  employment by the Company (other than for Cause (as defined in
                  Section 6.1(c), death or Permanent Disability) may only be
                  made upon 60 days prior written notice to the Executive.

         2. Subsections (a) and (b) of Section 6.1 of the Employment Agreement
are 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 twelve month's 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,
                  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


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                  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.

                           (b) For purposes of this Agreement, "Good Reason"
                  shall mean any of the following (without Executive's express
                  prior written consent):

                                    (i)   Any material breach by the Company of
                           any provision of this Agreement, including a demotion
                           by the Company in Executive's position or the
                           assignment to Executive of duties or responsibilities
                           which are materially inconsistent with the duties or
                           responsibilities contemplated by Section 1 of this
                           Agreement (except, in either case, in connection with
                           the termination of Executive's employment for Cause,
                           as a result of Permanent Disability, as a result of
                           Executive's death or by Executive other than for Good
                           Reason);

                                    (ii)  A reduction by the Company in
                           Executive's Base Salary or Bonus opportunity under
                           the Company's Corporate Management Incentive Plan,
                           other than a reduction which is part of a general
                           cost reduction program affecting all senior
                           executives of the Company and which does not exceed
                           ten percent (10%) of the Executive's Base Salary in
                           the aggregate;

                                    (iii) A reduction by the Company in the
                           employee benefits in which the Executive participates
                           other than changes to such employee benefits which
                           are applicable to all senior executives 


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                           generally; or

                                    (iv) A change in the Executive's principal
                           work location to a location other than the
                           Birmingham, Alabama area.

         3. Section 6.2 of the Employment Agreement is amended so that "prior to
the Termination Date," as it appears in the first sentence thereof is stricken.



                                    BRUNO'S, INC.



                                    By
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                                       James A. Demme
                                       Chief Executive Officer



                                    EXECUTIVE

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