Star Markets Company, Inc.               Exhibit 10(p)

Exhibit 10(p) - Second Amendment to Credit Agreement among the Company, 
                Chemical Bank, as Administrative Agent, and the lenders 
                party thereto, dated as of June 25, 1996.

      AMENDMENT, dated as of June 25, 1996 (this "Amendment"), to and of the 
Credit Agreement, dated as of September 8, 1994 (as amended, supplemented or 
otherwise modified from time to time, the "Credit Agreement"), among STAR 
MARKETS COMPANY, INC. (the "Company"), the Lenders from time to time parties 
thereto (the "Lenders") and CHEMICAL BANK as administrative agent for the 
Lenders (in such capacity, the "Administrative Agent")


                                 WITNESSETH:

      WHEREAS, the Company desires to acquire from The Stop & Shop
Supermarket Company ("Stop & Shop") and operate as its own three stores; and

      WHEREAS, the Company desires to increase its Capital Expenditure limit 
by $3,130,000 which may be used to acquire a fourth store from Stop & Shop 
or otherwise; and

      WHEREAS, the Company has requested the Lenders and the Administrative 
Agent to amend the Credit Agreement in connection with the acquisition of 
such stores from Stop & Shop and to increase such Capital Expenditure limit;

      WHEREAS, the Lenders and the Administrative Agent are willing to so 
amend the Credit Agreement, but only on, and subject to, the terms and 
conditions hereof;

      NOW, THEREFORE, in consideration of the premises and mutual agreements 
contained herein and for other valuable consideration, the receipt and 
sufficiency of which is hereby acknowledged, the Company, the Lenders and 
the Administrative Agent hereby agree as follows:

      Section 1. Defined Terms.  Unless otherwise defined herein, terms 
defined in the Credit Agreement are used herein as therein defined.

      Section 2. Amendment of Subsection 1.1 (Defined Terms). (a) Subsection 
1.1 of the Credit Agreement is hereby amended by adding thereto in 
appropriate alphabetical order the following new definition:

            "'Stop & Shop Acquisition': the acquisition of three stores 
      located in the Company's trade area from The Stop & Shop Supermarket 
      Company for gross consideration of approximately $20,870,000."

(b)   The second sentence of the definition of "Capital Expenditures" is 
hereby amended by (1) deleting the word "and" appearing at the end of clause 
(x) and substituting therefore the punctuation ",", (b) deleting the period 
appearing at the end of clause (y) and substituting therefor the punctuation 
and the word ", and" and (c) adding to the end thereof the following new 
clause (z):

            "(z) assets included in the Stop & Shop Acquisition."

      Section 3. Amendment of Subsection 10.5 (Prohibition on Sales of 
Assets). Subsection 10.5(c) of the Credit Agreement is hereby amended by 
deleting the amount "$40,000,000" appearing in clause (i) and substituting 
therefor the amount "$52,000,000".

      Section 4. Amendment of Subsection 10.7 (Capital Expenditures).  
Section 10.7 of the Credit agreement hereby amended by adding to the end 
thereof "and that the Base Amount for 1996 and/or 1997 may be further 
increased by $3,130,000 in the aggregate."

      Section 5. Conditions Precedent.  This Amendment shall become 
effective as of the date (the "Amendment -Effective Date") that each of the 
conditions precedent set forth below shall have been fulfilled to the 
satisfaction of the Administrative Agent, provided that the Amendment 
Effective Date may not occur later than the earlier of July 25, 1996 and the 
closing of the initial acquisition under the Stop & Shop Acquisition:

      (a)   Amendment.  The Administrative Agent shall have received 
counterparts of this Amendment, duly executed by the Company, the Required 
Lenders and the Administrative Agent.

      (b)   No Default or Event of Default.  On and as of the Amendment 
Effective Date and after giving effect to this Amendment, no Default or 
Event of Default shall have occurred and be continuing.

      (c)   Representations and Warranties.  The representations and 
warranties made by the Company and its Subsidiaries in this Amendment and in 
the Credit Documents after giving effect to this Amendment shall be true and 
correct in all material respects on and as of the Amendment Effective Date 
as if made on such date, except where such representations and warranties 
expressly relate to an earlier date in which case such representations and 
warranties shall be true and correct in all material respects as of such 
earlier date.

      (d)   Certificate.  The Administrative Agent shall have received a 
certificate of a Responsible Officer of the Company, dated the Amendment 
Effective Date, certifying the matters referred to in paragraphs (b) and (c) 
above and (e) below.

      (e)   Equity Contribution.  The Company shall have received an equity 
contribution of at least $12,000,000.

      Section 6. Representations and Warranties.  To induce the Lenders to 
enter into this Amendment, the Company hereby represents and warrants to the 
Lenders that as of the Amendment Effective Date that the representations and 
warranties made by the Company in the Credit Documents are true and correct 
in all material respects on and as of the Amendment Effective Date, before 
and after giving effect to the effectiveness of this Amendment, as if made 
on and as of the Amendment Effective Date unless expressly stated to relate 
to an earlier date, in which case such representations and warranties shall 
be true and correct in all material respects as of such earlier date.

      Section 7. Miscellaneous. (a) Except for the amendments and waivers 
expressly provided herein, the Credit Agreement shall continue to be, and 
shall remain, in full force and effect in accordance with its terms.  The 
amendments and waivers provided herein shall be limited precisely as drafted 
and shall not be construed to be an amendment or waiver of any other 
provision of the Credit Agreement other than as specifically provided 
herein.

      (b)   The Company hereby confirms that, after giving effect hereto, 
each Credit Document to which it is a party remains in full force and effect in
accordance with its terms.

      (c)   The Company agrees to pay or reimburse the Administrative Agent 
for all of its out-of-pocket costs and reasonable expenses incurred in 
connection with the Amendment any other documents prepared in connection 
herewith and the transactions contemplated hereby, including, without 
limitation, the reasonable fees and disbursements of Simpson Thacher & 
Bartlett counsel to the Administrative Agent.

      (d)   This Amendment may be executed in any number of counterparts by 
the parties hereto, and all of said counterparts when taken together shall 
be deemed to constitute one and the same instrument.

      (e)   THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE 
WITH, THE LAWS OF THE STATE OF NEW YORK.

      (f)   This Amendment replaces and supersedes in its entirety the 
Amendment dated as of January 16, 1996 which shall be of no force or effect.

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to 
be duty executed and delivered in New York, New York by their proper and 
duly authorized officers as of the date first above written.

STAR MARKETS COMPANY, INC.

By:
    ----------------

Title:

CHEMICAL BANK, as Administrative Agent,
Issuing Lender and a Lender

By: 
    ----------------

Title:

BANKERS TRUST COMPANY

By: 
    ----------------

Title:

THE FIRST NATIONAL BANK OF BOSTON

By: 
    ----------------

Title:

SENIOR DEBT PORTFOLIO

By:   Boston Management and Research, as Investment Advisor

By: 
    ----------------

Title: 
       -------------

FLEET CREDIT CORPORATION

By: 
    ----------------

Title: 
       -------------

GIROCREDIT BANK

By: ----------------

Title: -------------

INTERNATIONALE NEDERLANDEN (U.S.)
CAPITAL CORPORATION

By: 
    ----------------

Title: 
       -------------

MELLON BANK

By: 
    ----------------

Title: 
       -------------

MERRILL LYNCH SENIOR FLOATING RATE
FUND INC.

By: 
    ----------------

Title: 
       -------------

MERRILL LYNCH PRIME RATE PORTFOLIO

By: 
    ----------------

Title: 
       -------------

MITSUBISHI TRUST AND BANKING CORPORATION

By: 
    ----------------

Title: 
       -------------

NATIONAL WESTMINSTER BANK PLC

By: 
    ----------------

Title: 
       -------------

PILGRIM PRIME RATE TRUST

By: 
    ----------------

Title: 
       -------------

PROTECTIVE LIFE INSURANCE COMPANY

By: 
    ----------------

Title: 
       -------------

VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST

By: 
    ----------------

Title: 
       -------------

STRATA FUNDING LIMITED

By:   Chancellor Senior Secured Management, Inc.
       as Portfolio Advisor

By: 
    ----------------

Title: 
       -------------