SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A
                                AMENDMENT NO. 1

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

     For  fiscal  year  ended  December  1,  2002

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE SECURITIES
     EXCHANGE  ACT  OF  1934

     For  the  transition  period  from________________  to___________________

Commission  File  No.  1-7013

                             GRISTEDE'S FOODS, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                              13-1829183
     (State or Other Jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)

      823 ELEVENTH AVENUE, NEW YORK, NY                10019-3535
  (Address of Principal Executive Offices)             (Zip Code)

                                 (212) 956-5803
              (Registrant's Telephone Number, Including Area Code)

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

        Title of each class          Name of each exchange on which registered
 COMMON STOCK, $0.02 PAR VALUE               AMERICAN STOCK EXCHANGE

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 filing
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. [ ]

As  of  February  25,  2003, 19,636,574 shares of the registrant's common stock,
$0.02  par  value,  were  outstanding.

The  aggregate  market  value  of  the common stock held by nonaffiliates of the
registrant  (i.e.,  excluding  shares held by executive officers, directors, and
control  persons  as defined in Rule 405) on May 31, 2002 (the last business day
of  the  second fiscal quarter)  was $1,678,553 computed at the closing price on
that  date.


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                                TABLE OF CONTENTS
                                -----------------
PART IV
-------
     Item  15.  Exhibits,  Financial Statement Schedules and Reports on Form 8-K
     ---------------------------------------------------------------------------

SIGNATURES
----------

CERTIFICATION
-------------

EXHIBIT 10.13
-------------

EXHIBIT 99.1
------------

TABLE OF CONTENTS
-----------------

                                EXPLANATORY NOTE

This  amendment  of the Annual Report on Form 10-K/A is being filed for the sole
purpose  of  (a)  filing  Exhibit  10.13  and (b) to designate the Certification
pursuant  to  18  U.S.C.  1350,  as  adopted  pursuant  to  Section  906  of the
Sarbanes-Oxley  Act  of 2002, as Exhibit 99.1. Such Certification was filed with
the  Annual  Report  on  Form  10-K  filed  on  March  5,  2003.

                                     PART IV

ITEM 15.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES  AND  REPORTS  ON FORM 8-K

(a)       Exhibits:

Number    Description
------    -----------

3.1       Amended  and  Restated Certificate of Incorporation of the Registrant.
          Incorporated  by  reference  to Exhibit 3.1 to the Registrant's Annual
          Report  on  Form 10-K for the fiscal year ended February 28, 1990 (the
          "1990  10-K").

3.2       Certificate  of  Amendment  to  Amended  and  Restated  Certificate of
          Incorporation  of the Registrant. Incorporated by reference to Exhibit
          3.2  to  the  Registrant's Annual Report on Form 10-KSB for the fiscal
          year  ended  February  27,  1994  (the  "1994  10-KSB").

3.3       Certificate  of  Amendment  of  Certificate  of  Incorporation  of the
          Company,  dated November 4, 1997. Incorporated by reference to Exhibit
          3.4  to the Registrant's Annual Report on Form 10-K for the transition
          period  ended  November  30,  1997  (the  "Transition  Period  10-K").

3.4       Certificate  of  Amendment  of  Certificate  of  Incorporation  of the
          Company,  dated  August 13, 1999. Incorporated by reference to Exhibit
          3.4 to the Registrant's Annual Report on Form 10-K for the fiscal year
          ended  December  3,  2000  (the  "2000  10-K").

3.5       Certificate  of  Amendment  of  Certificate  of  Incorporation  of the
          Company  dated November 10, 2000. Incorporated by reference to Exhibit
          3.5  to  the  2000  10-K.

3.6       Amended  and  Restated  Bylaws  of  the  Registrant.  Incorporated  by
          reference  to  Exhibit  3.2  to  the  1990  10-K.


<PAGE>
10.1      Form  of Indemnification Agreement dated as of January 1, 1994 between
          the  Registrant  and  each director of the Registrant. Incorporated by
          reference  to  Exhibit  10.11  to  the  1994  10-KSB.

10.2      Form  of Indemnification Agreement dated as of January 1, 1994 between
          the  Registrant  and  each  officer of the Registrant. Incorporated by
          reference  to  Exhibit  10.12  to  the  1994  10-KSB.

10.3      1994  Stock Option Plan. Incorporated by reference to Exhibit 10.12 of
          the  Company's  Annual Report on Form 10-KSB for the fiscal year ended
          February  26,  1995  ("1995  10-KSB").

10.4      Director Stock Option Plan. Incorporated by reference to Exhibit 10.13
          of  the  Company's  1995  10-KSB.

10.5      Merger  Agreement.  Incorporated  by  reference  to  Exhibit  A to the
          Company's  definitive  Proxy  Statement  for  the  Special  and Annual
          Meeting  of  Stockholders  of  the  Company  held on October 31, 1997.

10.6      Management  Agreement  dated  November 10, 1997 between Namdor Inc., G
          Remainder  Corp.  and  S  Remainder Corp. Incorporated by reference to
          Exhibit  10.7  to  the  Transition  Period  10-K.

10.7      Agreement  dated  as  of  March  1, 2000 between G Remainder Corp. and
          Gristede's  Operating  Corp. Incorporated by reference to Exhibit 10.8
          to  the Company's annual report in Form 10-K for the fiscal year ended
          November  28,  1999  (the  "1999  10-K").

10.8      1998  Stock Option Plan. Incorporated by reference to Exhibit 10.10 to
          the  Transition  Period  10.K.

10.9      Agreement  dated  March  1,  2000  between  John  Catsimatidis and the
          Company.  Incorporated by reference to Exhibit 10.11 to the 1999 10-K.

10.10     Agreement  dated May 10, 2000 between S Remainder Corp and Namdor Inc.
          Incorporated  by  reference  to  Exhibit 10.17 to the Company's Annual
          Report  on  Form  10-K  for  the  fiscal  year ended December 3, 2000.

10.11     Agreement  dated  December  3,  2000 between John Catsimatidis and the
          Company.  Incorporated  by reference to Exhibit 10.18 to the Company's
          Annual Report on Form 10-K for the fiscal year ended December 3, 2000.

10.12     Amended and Restated Loan Agreement (the "Loan Agreement") dated as of
          October  31, 2001 among the Company, Citibank, Israel Discount Bank of
          New  York,  and  Bank  Leumi USA. Incorporated by reference to Exhibit
          10.22  to the Company's Annual Report on Form 10-K for the fiscal year
          ended  December  2,  2001.

*10.13    First  Amendment to Loan Agreement dated as of November 30, 2002 among
          the Company, Citibank, N.A., Israel Discount Bank of New York and Bank
          Leumi  USA.

11.       Statement  re:  computation  of per share income (loss). Not required.


<PAGE>
21.       Listing of the Company's subsidiaries all of which are wholly owned by
          the  Company.

Subsidiaries                         State of Incorporation
------------                         ----------------------
Namdor Inc.                                 New York
City Produce Operating Corp.                New York
Gristede's Foods NY Inc.                    New York
Gristede's Delivery Service, Inc.           New York


*99.1     Certification  pursuant to 18 U.S.C. Section 1350, as adapted pursuant
          to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.

*    Filed herewith.

(b)     The Company did not file any Current Reports on Form 8-K during the last
quarter  of  the  period  covered  by  this  report.


<PAGE>
                                   SIGNATURES
                                   ----------

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


                                          GRISTEDE'S FOODS, INC.


                                          By:  /s/ John A. Catsimatidis
                                             -----------------------------
                                             John A. Catsimatidis
                                             Chairman of the Board
<TABLE>
<CAPTION>

SIGNATURE                                      TITLE                         DATE
<S>                         <C>                                          <C>

/s/ John A. Catsimatidis    Chairman of Board, President and Chief       April 7, 2003
--------------------------  Executive Officer (Chief Executive Officer
JOHN A. CATSIMATIDIS        and Chief Operating Officer)

/s/ Martin R. Bring         Director                                     April 7, 2003
--------------------------
MARTIN R. BRING

FREDERICK SELBY             Director

/s/ Kishore Lall            Director                                     April 7, 2003
--------------------------
KISHORE LALL

/s/ Gary Pokrassa           Chief Financial Officer (Chief Financial     April 7, 2003
--------------------------  Officer and Chief Accounting Officer
GARY POKRASSA

/s/ Martin Steinberg        Director                                     April 7, 2003
--------------------------
MARTIN STEINBERG

/s/ Edward P. Salzano       Director                                     April 7, 2003
--------------------------
EDWARD P. SALZANO

/s/ Andrew J. Maloney       Director                                     April 7, 2003
--------------------------
ANDREW J. MALONEY
</TABLE>


<PAGE>
ANNUAL AND QUARTERLY CERTIFICATIONS
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  John  A.  Catsimatidis,  certify  that:

1.   I have reviewed this annual report on Form 10-K/A of Gristede's Foods, Inc.

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;
4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     (b)  evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     (c)  presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     (b)  any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

/s/ John A. Catsimatidis
Date: April 7, 2003
Title:  Chief Executive Officer


<PAGE>
ANNUAL AND QUARTERLY CERTIFICATIONS
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  Gary  Pokrassa,  certify  that:

1.   I have reviewed this annual report on Form 10-K/A of Gristede's Foods, Inc.

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     (b)  evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     (c)  presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     (b)  any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

/s/ Gary Pokrassa
Date: April 7, 2003
Title:  Chief Financial Officer


<PAGE>