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Exhibit No. 3.1

                            THE GRAND UNION COMPANY

                                    BY-LAWS

                    As amended (effective August 17, 1998)

                                  ARTICLE I.

                                 Stockholders


         Section I. The annual meeting of the stockholders of the corporation
for the purpose of electing directors and for the transaction of such other
business as may properly be brought before the meeting shall be held at such
place, within or without the State of Delaware, and at such hour, as may be
determined by the Board of Directors, on the first Thursday in September of
each year, or on such other date as may be fixed by the Board of Directors.

         To be properly brought before the annual meeting, business must be
either (a) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (b) otherwise properly
brought before the meeting by or at the direction of the Board of Directors,
or (c) otherwise properly brought before the meeting by a stockholder. In
addition to any other applicable requirements, for business to be properly
brought before the annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation, addressed to the
attention of the Secretary of the Corporation, within the time specified in
the federal proxy rules for timely submission of a stockholder proposal or, if
not within such time, then not less than sixty days nor more than ninety days
prior to the meeting; provided, however, that in the event that less than
fifty days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be
so received by the earlier of (a) the close of business on the fifteenth day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made, whichever first occurs, and (b) two
days prior to the date of the meeting. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting, (ii) the name and record address of the stockholder
proposing such business, (iii) the class and number of shares of the
Corporation which are beneficially owned by the stockholder, and (iv) any
material interest of the stockholder in such business. Notwithstanding
anything in these by-laws to the contrary, no business shall be conducted at
the annual meeting except in accordance with the procedures set forth in this
paragraph; provided, however, that nothing in this paragraph shall be deemed
to preclude discussion by any stockholder of any business properly brought
before the annual meeting.

         The Chairman of the Board of Directors shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in 

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accordance with the provisions of this Section I, and if he should so
determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.

          Section II. Special meetings of the stockholders may be held upon
call of the Board of Directors or of the Executive Committee or of the
Chairman of the Board (and shall be called by the Chairman of the Board at the
request in writing of stockholders owning a majority of the outstanding shares
of the Corporation entitled to vote at the meeting) at such time and at such
place within or without the State of Delaware, as may be fixed by the Board of
Directors or by the Executive Committee or the Chairman of the Board or by the
stockholders owning a majority of the outstanding stock of the Corporation
entitled to vote, as the case may be, and as may be stated in the notice
setting forth such call.

          Section III. Notice of the time and place of every meeting of
stockholders shall be delivered personally or mailed at least ten days
previous thereto to each stockholder of record entitled to vote at the
meeting, who shall have furnished a written address to the Secretary of the
Corporation for the purpose. Such further notice shall be given as may be
required by law. Meetings may be held without notice if all stockholders
entitled to vote at the meeting are present, or if notice is waived by those
not present.

         Section IV. The holders of record of a majority of the issued and
outstanding shares of the Corporation, which are entitled to vote at the
meeting, shall, except as otherwise provided by law, constitute a quorum at
all meetings of the stockholders. If there be no such quorum present in person
or by proxy, the holders of a majority of such shares so present or
represented may adjourn the meeting from time to time.

         Section V. Meetings of the stockholders shall be presided over by the
Chairman of the Board or, if the Chairman is not present, by the
Vice-Chairman, President or a Vice-President or, if no such officer is
present, by a chairman to be chosen at the meeting. The Secretary of the
Corporation, or in his absence, an Assistant Secretary shall act as secretary
of the meeting, if present.

         Section VI. Each stockholder entitled to vote at any meeting shall
have one vote in person or by proxy for each share of stock held by him which
has voting power upon the matter in question at the time; but no proxy shall
be voted after three years from its date, unless such proxy expressly provides
for a longer period.

         Section VII. When a quorum is present at any meeting, a plurality of
the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws. No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election. In
the event a ballot shall be required, the chairman of each meeting at which
directors are to be elected shall appoint one inspector of election, unless a
greater number is required by applicable law or unless such appointment shall
be unanimously waived by those stockholders present or represented by proxy at
the meeting and entitled to vote in the election of directors. No director, or
candidate for the office of director, shall be 

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appointed as such inspector. The inspector shall first take and subscribe an
oath or affirmation faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his ability, and
shall take charge of the polls and after the balloting shall make a
certificate of the result of the vote taken. Except where the stock transfer
books of the Corporation shall have been closed or a date shall have been
fixed as a record date for the determination of the stockholders entitled to
vote, as hereinafter provided, no share of stock shall be voted at any
election of directors which shall have been transferred on the books on the
Corporation within twenty days next preceding such election.

         Section VIII. The Board of Directors may close the stock transfer
books of the Corporation for a period not exceeding sixty days preceding the
date of any meeting of stockholders or the date for payment of any dividend or
the date for the allotment of rights or the date when any change or conversion
or exchange of stock shall go into effect; or, in lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date, not
exceeding sixty days preceding the date of any meeting of stockholders or the
date for the payment of any dividend, or the date for allotment of rights, or
the date when any change or conversion or exchange of stock shall go into
effect, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of stock, and in
such case only such stockholders as shall be stockholders of record on the
date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment
of rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record
date as aforesaid.

         Section IX. Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors. Nominations
of persons for election to the Board of Directors at the annual meeting or by
the written consent of the shareholders, by or at the direction of the Board
of Directors, may be made by any Nominating Committee or person appointed by
the Board of Directors; nominations may also be made by any shareholder of the
Corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section IX. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a shareholder's notice shall be delivered to
or mailed and received at the principal executive offices of the corporation
addressed to the attention of the Secretary of the Corporation not less than
sixty days prior to the meeting or the date the shareholders are first
solicited for their consents as the case may be; provided, however, that, in
the case of an annual meeting and in the event that less than fifty days'
notice or prior public disclosure of the date of the meeting is given or made
to shareholders, notice by the shareholder to be timely must be so received
not later than the earlier of (a) the close of business on the fifteenth day
following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made, whichever first occurs, or (b) two days
prior to the date of the meeting. Such shareholder's notice to the Secretary
shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or reelection as a director, (i) the name, 

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age, business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of shares
of capital stock of the Corporation which are beneficially owned by the
person, (iv) a statement as to the person's citizenship, and (v) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Section 14 of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, and (b) as to the shareholder giving the notice, (i)
the name and record address of the shareholder and (ii) the class, series and
number of shares of capital stock of the Corporation which are beneficially
owned by the shareholder. The Corporation may require any proposed nominee to
furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to serve as
a director of the Corporation. No person shall be eligible as a director of
the Corporation unless nominated in accordance with the procedures set forth
herein.

         In connection with any annual meeting, the Chairman of the Board of
Directors shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the foregoing procedure, and
if he should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.

                                  ARTICLE II.

                              Board of Directors

         Section I. The Board of Directors of the Corporation shall consist of
such number of Directors as shall be determined from time to time by
resolutions of the Board of Directors or by the stockholders. If not so
determined, the number of directors shall be eleven (11) persons. Directors
shall hold office until the annual meeting of the stockholders next ensuing
after their election and until their respective successors are elected and
shall qualify, or until their earlier death, resignation or removal. Newly
created directorships resulting from any increase in the authorized number of
Directors shall be filled in the same manner and with the same effect
prescribed in Section 2 of this Article II with respect to vacancies. A
majority of the Board of Directors shall constitute a quorum.

         Section II. Vacancies in the Board of Directors shall be filled by a
majority of the remaining directors, though less than a quorum, and the
directors so chosen shall hold office until the next annual election and until
their successors shall be duly elected and qualified, unless sooner displaced
pursuant to law.

         Section III. Meetings of the Board of Directors shall be held at such
place within or without the State of Delaware as may from time to time be
fixed by resolution of the Board or as may be specified in the call of any
meeting. Regular meetings of the Board of Directors shall be held at such
times as may from time to time be fixed by resolution of the Board; and
special meetings may be held at any time upon the call of the Executive
Committee or the Chairman of the Board, by oral, telegraphic or written
notice, duly served on or sent or mailed to each director not less than two
days before the meeting. A meeting of the Board may be held without notice
immediately after the 

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annual meeting of stockholders at the same place at which such meeting is
held. Notice need not be given of regular meetings of the Board held at times
fixed by resolutions of the Board. Meetings may be held at any time without
notice if all the directors are present or if those not present waive notice
of the meeting in writing.

         Section IV. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act
of the Board of Directors.

         Section V. Any action required or permitted to be taken at any
meeting of the Board of Directors or a committee thereof may be taken without
a meeting if all the members of the Board or of such committee, as the case
may be, consent thereto in writing, and such writing or writings are filed
with the records of the meetings of the Board or of such committee. Such
consent shall be treated for all purposes as the act of the Board or of such
committee, as the case may be.

         Section VI. Members of the Board of directors, or any committee
designated by such Board, may participate in a meeting of such Board or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
or by any other means permitted by law. Such participation shall constitute
presence in person at such meeting.

         Section VII. The Board of Directors may also, by resolution or
resolutions, passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more of the directors of the
Corporation, which, to the extent provided in said resolution or resolutions,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and may have power
to authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may
be determined from time to time by resolution adopted by the Board of
Directors. A majority of the members of any such committee may determine its
action and fix the time and place of its meetings unless the Board of
Directors shall otherwise provide. The Board of Directors shall have power at
any time to fill vacancies in, to change the membership of, or to dissolve any
such committee.

                                 ARTICLE III.
                                   Officers

         Section I. The Board of Directors as soon as may be after the
election held in each year shall choose a President of the Corporation, one or
more Vice Presidents, a Secretary, Treasurer, such Assistant Secretaries,
Assistant Treasurers and such other officers, agents, and employees as it may
deem proper.

         Section II. The term of office of all officers shall be one year, or
until their respective successors are chosen or until their earlier death,
resignation or removal; any officer may be removed from office at any time by
the affirmative vote of a majority of the members of the Board.

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         Section III. Subject to such limitations as the Board of Directors,
or the Executive Committee may from time to time prescribe, the officers of
the Corporation shall each have such powers and duties as generally pertain to
their respective offices, as well as such powers and duties as from time to
time may be conferred by the Board of Directors or by the Executive Committee.

                                  ARTICLE IV.

                             Certificates of Stock

         Section I. The interest of each stockholder of the Corporation shall
be evidenced by a certificate or certificates for shares of stock in such form
as the Board of Directors may from time to time prescribe. The shares in the
stock of the Corporation shall be transferable on the books of the Corporation
by the holder thereof in person or by his attorney, upon surrender for
cancellation of a certificate or certificates for the same number of shares,
with an assignment and power of transfer endorsed thereon or attached thereto,
duly executed, and with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require.

         Section II. The certificates of stock shall be signed by the Chairman
of the Board or the President or a Vice President and by the Secretary or the
Treasurer or an Assistant Secretary or an Assistant Treasurer, shall be sealed
with the seal of the Corporation (or shall bear a facsimile of such seal), and
shall be countersigned and registered in such manner, if any, as the Board of
Directors may by resolution prescribe.

         Section III. Certificates for shares of Stock in the Corporation may
be issued in lieu of certificates alleged to have been lost, stolen, destroyed
or mutilated, upon the receipt of (1) such evidence of loss, theft,
destruction or mutilation, and (2) a bond of indemnity in such amount, upon
such terms and with such surety, if any, as the Board of Directors may require
in each specific case or in accordance with general resolutions.

                                  ARTICLE V.

                                Corporate Books

         The books of the Corporation, except the original or duplicate stock
ledger, may be kept outside of the State of Delaware, at the office of the
Corporation in Wayne, New Jersey or at such other place or places as the Board
of Directors may from time to time determine.

                                  ARTICLE VI.

                              Checks, Notes, Etc.

         All checks and drafts on the Corporation's bank accounts and all
bills of exchange and promissory notes, and all acceptances, obligations and
instruments for 

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the payment of money, shall be signed by such officer or officers or agent or
agents as shall be thereunto authorized from time to time by the Board of
Directors.

                                 ARTICLE VII.

                                  Fiscal Year

         The fiscal year of the Corporation shall end on the Saturday nearest
the thirty-first day of March in each year.

                                 ARTICLE VIII.

                                Corporate Seal

         The corporate seal shall have inscribed thereon the name of the
Corporation and the words "Incorporated Delaware 1928." In lieu of the
corporate seal, when so authorized by the Board of Directors or a duly
empowered committee thereof, a facsimile thereof may be impressed or affixed
or reproduced.

                                  ARTICLE IX.

                                    Offices

         The Corporation and the stockholders and the directors may have
offices outside of the State of Delaware at such places as shall be determined
from time to time by the Board of Directors.

                                  ARTICLE X.

                                  Amendments

The by-laws of the Corporation, regardless of whether made by the stockholders
or by the Board of Directors, may be amended, added to, rescinded or repealed
at any meeting of the Board of Directors or of the stockholders, provided
notice of the proposed change is given in the notice of the meeting. No change
of the time or place for the annual meeting of the stockholders for the
election of directors shall be made except in accordance with the laws of the
State of Delaware.

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