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                                                                  EXHIBIT 4.15.2
                                AMENDMENT NO. 2
                               AND LIMITED WAIVER
                                       TO
                           REVOLVING CREDIT AGREEMENT
                                        

          THIS AMENDMENT NO. 2 AND LIMITED WAIVER TO REVOLVING CREDIT AGREEMENT
dated as of December 24, 1998 (the "Amendment"), is entered into by and among
CERTIFIED GROCERS OF CALIFORNIA, LTD., a California corporation operating
primarily on a cooperative basis (the "Borrower"), the Lenders (as defined
below), and COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH ("Rabobank") as a Lender (as defined below) and as
the Agent (as defined below).

                                    RECITALS

     A.  The Borrower has entered into that Revolving Credit Agreement dated as
of April 10, 1998, as amended by that Amendment No. 1 to Revolving Credit
Agreement dated as of May 1, 1998 (as amended from time to time, the "Credit
Agreement"), among the Borrower, the Lenders party thereto (which term shall
include the Issuing Bank) (and their successors and assigns) (collectively, the
"Lenders") and Rabobank, not in its individual capacity but solely in its
capacity as the Agent (the "Agent").

     B.  The Lenders have extended credit to the Borrower for the purposes
permitted in the Credit Agreement.

     C.  Each Guarantor is indebted to the Lenders pursuant to and on the terms
set forth in, among other things, those unconditional Guaranties executed by
each Guarantor in respect of the Obligations.

     D.  The Borrower desires to acquire, directly or indirectly through its
wholly-owned Subsidiary, Crown Grocers, Inc., a California corporation ("Crown
Grocers"), one hundred percent of the issued and outstanding stock of Sav Max
Foods, Inc., a California corporation ("Sav Max"), that the Borrower does not
already own, for an aggregate purchase price of approximately $4,500,000 (the
"Proposed Acquisition").  Sav Max is the operator of seven warehouse style
grocery stores in California.  Sav Max is a member-patron of the Borrower.
Subsequent to the closing of the Proposed Acquisition, the Borrower intends to
sell the Sav Max stores to one or more member-patrons of the Borrower (the
"Proposed Sale").  For accounting purposes, the Borrower shall not treat Sav Max
as a consolidated Subsidiary, but shall treat Sav Max as an asset held for sale
(the "Proposed Accounting Treatment").  Sav Max has incurred Indebtedness to
Wells Fargo Bank in the approximate principal amount outstanding of $3,400,000,
the payment and performance of which (i) is secured by Liens upon the Property
of Sav Max  and (ii) constitutes a Contingent Obligation of the Borrower (the
"Sav Max Indebtedness").  Subsequent to the Proposed Acquisition, the Borrower
intends to retain the Sav Max 

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Indebtedness or to cause the restructure or refinancing thereof (the "Proposed
Debt Restructure"), and to incur Contingent Obligations in support thereof.

     E.  The Borrower has requested that the Agent and the Lenders consent to
the Proposed Acquisition, the Proposed Sale, the Proposed Accounting Treatment,
the retention of the Sav Max Indebtedness and the Proposed Debt Restructure
(collectively, the "Proposed Terms"), and amend the Credit Agreement and waive
certain provisions thereof to permit, among other things, the Proposed Terms.

     F.  The Agent and the Lenders have agreed to consent to the Proposed Terms,
and so amend and waive certain provisions of the Credit Agreement, but only to
the extent, in accordance with the terms and subject to the conditions and in
reliance upon the representations and warranties set forth below.

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing recitals and other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, and intending to be legally bound, the parties hereto agree as
follows:

     1.  DEFINITIONS.  Capitalized terms used but not defined in this Amendment
shall have the meanings given to them in the Credit Agreement.

     2.  AMENDMENTS TO CREDIT AGREEMENT.

         2.1  SECTION 1.1 (DEFINITIONS).  A definition of the term "Crown
Grocers" is added to read as follows:

               "Crown Grocers" means Crown Grocers, Inc., a California
         corporation, and one hundred percent (100%) Subsidiary of the
         Borrower.

         2.2  SECTION 1.1 (DEFINITIONS).  A definition of the term "Sav Max" is
added to read as follows:

               "Sav Max" means Sav Max Foods, Inc., a California corporation.

         2.3  SECTION 1.1 (DEFINITIONS).  A definition of the term "Sav Max
Indebtedness" is added to read as follows:

               "Sav Max Indebtedness" means the Indebtedness of Sav Max to Wells
         Fargo Bank in the original principal amount of $3,850,000, evidenced
         by that certain Credit Agreement dated as of February 1996, as amended
         from time to time, the payment and performance of which (i) is secured
         by Liens upon the Property of Sav Max and (ii) constitutes a
         Contingent Obligation of the Borrower.

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          2.4  SECTION 6.10 (ADDITIONAL GUARANTORS). SECTION 6.10 of the Credit
Agreement is deleted in its entirety and is replaced with the following:

               6.10  ADDITIONAL GUARANTORS.   In the event that the Borrower
          acquires any additional Subsidiary with assets in excess of $30,000,
          or any existing Subsidiary acquires total assets in excess of $30,000,
          the Borrower shall cause such Subsidiary to execute a Guaranty;
          provided, however, that in the event that the Borrower directly or
          indirectly through Crown Grocers acquires Sav Max as a Subsidiary, Sav
          Max shall not be required to execute a Guaranty.

          2.5  SECTION 7.3 (LIMITATIONS ON INDEBTEDNESS; CONTINGENT 
OBLIGATIONS).  SECTION 7.3 of the Credit Agreement is amended to include clause
(k) to read as follows:

               (k) in the event that Sav Max becomes a Subsidiary of Borrower,
          unsecured Indebtedness incurred by Sav Max at any time in an aggregate
          amount not to exceed $8,000,000, and any unsecured Contingent
          Obligation of the Borrower or any of its Subsidiaries in support
          thereof; provided, however, that such Indebtedness may be incurred
          only upon the satisfaction in full, or refinancing of, the Sav Max
          Indebtedness.

     3. CONSENT AND LIMITED WAIVER.

          3.1  The Lenders hereby consent to the Proposed Terms.  The Lenders
hereby waive:

          (a) the requirement of SECTION 6.10 of the Credit Agreement to the
extent that following the Proposed Acquisition Sav Max would be required to
execute and deliver a Guaranty;

          (b) the limitation on Liens set forth in SECTION 7.1 of the Credit
Agreement to the extent that the retention of the Sav Max Indebtedness would
constitute a breach thereof and cause an Event of Default;

          (c) the limitation on Investments set forth in SECTION 7.2 of the
Credit Agreement to the extent that the Proposed Acquisition would constitute a
breach thereof and cause an Event of Default;

          (d) the limitation on Indebtedness set forth in SECTION 7.3 of the
Credit Agreement to the extent that the retention of the Sav Max Indebtedness or
the Proposed Debt Restructure and the incurrence of any unsecured Contingent
Obligation of the Borrower or any of its Subsidiaries in support thereof, would
constitute a breach thereof and cause an Event of Default;

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          (e) the limitation on transactions with Affiliates set forth in
SECTION 7.7 of the Credit Agreement to the extent that the Proposed Acquisition,
the retention of the Sav Max Indebtedness, the Proposed Sale or the Proposed
Debt Restructure would constitute a breach thereof and cause an Event of
Default; and

          (f) the limitation on negative pledge clauses set forth in SECTION
7.12 of the Credit Agreement to the extent that the retention of the Sav Max
Indebtedness would cause a breach thereof and cause an Event of Default.

          3.2  The Lenders hereby acknowledge that as required by SECTION 7.5 of
the Credit Agreement, the Borrower has provided prior written notice of its
intent to acquire Sav Max for the purpose of transferring the assets of Sav Max
to one or more member-patrons of the Borrower.

      4.  LIMITATION OF AMENDMENTS AND WAIVER.

          4.1  The amendments set forth in SECTION 2, above, and the waivers and
consents set forth in SECTION 3, above, are effective for the purposes set forth
herein and shall be limited precisely as written and shall not be deemed to (i)
be a consent to any amendment, waiver or modification of any other term or
condition of any Loan Document, (ii) be a waiver of any other breach or
violation on any other occasion of the section of the Credit Agreement which is
the subject of the waiver set forth in SECTION 3, above, or (iii) otherwise
prejudice any right or remedy which the Lenders or the Agent may now have or may
have in the future under or in connection with any Loan Document.

          4.2  This Amendment shall be construed in connection with and as part
of the Loan Documents and all terms, conditions, representations, warranties,
covenants and agreements set forth in the Loan Documents, except as herein
amended, are hereby ratified and confirmed and shall remain in full force and
effect.

      5.  REPRESENTATIONS AND WARRANTIES.  In order to induce the Lenders and
the Agent to enter into this Amendment, the Borrower hereby represents and
warrants to each Lender and the Agent as follows:

          5.1  Immediately after giving effect to this Amendment (i) the
representations and warranties contained in the Loan Documents (except to the
extent such representations and warranties relate to an earlier date, in which
case they are true and correct as of such date) are true, accurate and complete
in all material respects as of the date hereof and (ii) no Potential  Event of
Default or Event of Default has occurred and is continuing;

          5.2  The Borrower has the corporate power and authority to execute and
deliver this Amendment and to perform its obligations under the Credit
Agreement, as amended by this Amendment;

          5.3  The articles of incorporation, bylaws and other organizational
documents of the Borrower delivered to each Lender on the Closing Date remain
true, 

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accurate and complete and have not been amended, supplemented or restated and
are and continue to be in full force and effect;

          5.4  The execution and delivery by the Borrower of this Amendment and
the performance by Borrower of its obligations under the Credit Agreement, as
amended by this Amendment, have been duly authorized by all necessary corporate
action on the part of the Borrower;

          5.5  The execution and delivery by the Borrower of this Amendment and
the performance by the Borrower of its obligations under the Credit Agreement,
as amended by this Amendment, do not and will not (a) contravene (i) any law or
regulation binding on or affecting the Borrower, (ii) the articles of
incorporation or bylaws of the Borrower, or (iii) any order, judgment or decree
of any court or other governmental or public body or authority, or subdivision
thereof, binding on the Borrower, or (b) violate or result in the breach of, or
constitute a default under any Contracts other than as set forth on Schedule 5.7
of the Credit Agreement.

          5.6  The execution and delivery by the Borrower of this Amendment and
the performance by the Borrower of its obligations under the Credit Agreement,
as amended by this Amendment, do not require any order, consent, approval,
license, authorization or validation of, or filing, recording or registration
with, or exemption by any governmental or public body or authority, or
subdivision thereof, binding on the Borrower, except as already has been
obtained or made; and

          5.7  This Amendment has been duly executed and delivered by the
Borrower and is the binding obligation of the Borrower, enforceable against it
in accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar
laws of general application and equitable principles relating to or affecting
creditors' rights.

    6.  COUNTERPARTS.  This Amendment may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.

    7.  EFFECTIVENESS.  This Amendment shall be deemed effective upon the
satisfaction of all of the following conditions precedent:

          7.1  AMENDMENT.  The Borrower, each Lender and the Agent shall have
duly executed and delivered this Amendment to the Agent.

          7.2  ACKNOWLEDGMENT OF AMENDMENT AND REAFFIRMATION OF GUARANTIES.  The
Agent shall have received the Acknowledgment of Amendment and Reaffirmation of
Guaranties, duly executed and delivered by each Guarantor to the Agent.

     8.   GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first written above.

BORROWER                           CERTIFIED GROCERS OF CALIFORNIA, LTD.,
                                   a California corporation


                                   By:  /s/ DAVID A. WOODWARD
                                      ------------------------------------------
                                            David A. Woodward
                                            Treasurer

AGENT AND                          COOPERATIEVE CENTRALE RAIFFEISEN-
 LENDER                            BOERENLEENBANK B.A., "RABOBANK
                                   NEDERLAND", NEW YORK BRANCH,
                                   as the Agent and as a Lender


                                   By:   /s/ Hans Denbaas
                                      ------------------------------------
                                   Name:     Hans Denbaas
                                        ----------------------------------
                                   Title:
                                         ---------------------------------


                                   By:   /s/ Ronald Klein 
                                      ------------------------------------
                                   Name:     Ronald Klein
                                        ----------------------------------
                                   Title:
                                         ---------------------------------


LENDERS                            COBANK, ACB


                                   By:   /s/ Donald F. Noltemeyer
                                      ------------------------------------
                                   Name:     Donald F. Noltemeyer
                                        ----------------------------------
                                   Title:
                                         ---------------------------------


                                   By:__________________________________________
                                   Name:________________________________________
                                   Title:_______________________________________

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                                   SUNTRUST BANK, CENTRAL FLORIDA, N.A.


                                   By:   /s/   Signature illegible
                                      ------------------------------------------
                                   Name:       
                                        ----------------------------------------
                                   Title: First Vice President
                                         ---------------------------------------


                                   By:    /s/   Signature illegible
                                      ------------------------------------------
                                 Name:        
                                        ----------------------------------------
                                   Title: First Vice President
                                         ---------------------------------------

                                    
                                   Union Bank of California, N.A.
                                    
                                    
                                   By:  /s/ Robert Petersen
                                      ----------------------------------
                                   Name:  Robert Petersen
                                        -------------------------------- 
                                   Title:  R.V.P.
                                         -------------------------------
                                    
                                   By:
                                      ----------------------------------
                                   Name:
                                        -------------------------------- 
                                   Title:
                                         -------------------------------
                                    
                                    
                                   Harris Trust and Savings Bank
                                    
                                   By:    /s/ Erica T. Kuhlmann
                                      ----------------------------------
                                   Name:      Erica T. Kuhlmann
                                        -------------------------------- 
                                   Title:     Vice President 
                                         -------------------------------
                                    
                                   By:
                                      ----------------------------------
                                   Name:
                                        -------------------------------- 
                                   Title:
                                         -------------------------------

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<PAGE>
 
                                   NATIONAL CONSUMER COOPERATIVE BANK,
                                   d/b/a NATIONAL COOPERATIVE BANK


                                   By:   /s/ John S. Goldthwait, Jr.
                                      ----------------------------------
                                   Name:     John S. Goldthwait, Jr.
                                        -------------------------------- 
                                   Title:
                                         -------------------------------
                                        

                                   By:
                                      ----------------------------------
                                   Name:
                                        -------------------------------- 
                                   Title:
                                         -------------------------------

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<PAGE>
 
                          ACKNOWLEDGMENT OF AMENDMENT
                        AND REAFFIRMATION OF GUARANTIES


     SECTION 1.  Each Guarantor hereby acknowledges and confirms that it has
reviewed and approved the terms and conditions of the Amendment No. 2 and
Limited Waiver to Revolving Credit Agreement dated as of even date herewith (the
"Amendment").

     SECTION 2.  Each Guarantor hereby consents to the Amendment and agrees that
its respective Guaranty relating to the Obligations of the Borrower under the
Credit Agreement shall continue in full force and effect, shall be valid and
enforceable and shall not be impaired or otherwise affected by the execution of
the Amendment or any other document or instrument delivered in connection
herewith.

     SECTION 3.  Each Guarantor severally represents and warrants that, after
giving effect to the Amendment, all representations and warranties contained in
its respective Guaranty are true, accurate and complete as if made the date
hereof.

Dated as of December 24, 1998

GUARANTORS:                            CROWN GROCERS, INC.


                                       GROCER DEVELOPMENT CENTER, INC.


                                       GROCERS EQUIPMENT COMPANY


                                       GROCERS GENERAL MERCHANDISE COMPANY


                                       GROCERS AND MERCHANTS MANAGEMENT COMPANY


                                       GROCERS SPECIALTY COMPANY


                                       By:  /s/ D A WOODWARD
                                          --------------------------------------
                                            David A. Woodward
                                            Treasurer of each of the Guarantors

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