UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C.  20549


                        SCHEDULE 13G


         Under the Securities Exchange Act of 1934

                 (Amendment No.   2     )*


                    Grand Union Company
                      (Name of Issuer)


                           Common
               (Title of Class of Securities)


                         386532303
                       (CUSIP Number)


Check the following box if a fee is being paid with this
statement [ ].  (A fee is not required only if the filing
person:  (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.)  (See Rule 13d-7).

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
act but shall be subject to all other provisions of the Act
(however, see the Notes).


SEC 1745 (10-88)
13G

CUSIP No. 386532303

                                          
1    NAME OF REPORTING PERSON
     S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Zurich Kemper Investments, Inc.
          36-2693816

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

          (a)  [ ]
          (b)  [X]

3    SEC USE ONLY



4    CITIZENSHIP OR PLACE OF ORGANIZATION
          Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:

5    SOLE VOTING POWER


6    SHARED VOTING POWER
          Same number as in number 9

7    SOLE DISPOSITIVE POWER


8    SHARED DISPOSITIVE POWER
          Same number as in number 9

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING   
     PERSON
         168,200

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES   
     CERTAIN SHARES 



11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
         1.68%

12   TYPE OF REPORTING PERSON *
          IA


* SEE INSTRUCTIONS BEFORE FILLING OUT!

13G

Item 1.

     (a)  Name of Issuer:

              Grand Union Company

     (b)  Address of Issuer's Principal Executive Offices:   

               201 Willowbrook Blvd.
               Wayne, NJ 07470-0966   

Item 2.

     (a)  Name of Person Filing:

               ZURICH KEMPER INVESTMENTS, INC.

     (b)  Address of Principal Business Office:

               222 SOUTH RIVERSIDE PLAZA
               CHICAGO, IL  60606

     (c)  Citizenship:
               DELAWARE

     (d)  Title of Class of Securities:
               Common

     (e)  CUSIP Number:
               386532303

Item 3.  If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), 
         check whether the person filing is a:

     (a) [ ] Broker or Dealer registered under Section 15
         of the Act

     (b) [ ] Bank as defined in Section 3(a)(6) of the Act


     (c) [ ] Insurance Company as defined in Sections
         3(a)(19) of the Act

     (d) [ ] Investment Company registered under Section 8
         of the Investment Company Act

     (e) [X] Investment Adviser registered under Section
         203 of the Investment Advisers Act of 1940

     (f) [ ] Employee Benefit Plan, Pension Fund which is
         subject to the provisions of the Employee
         Retirement Income Security Act of 1974 or
         Endowment Fund; see Section 240.13d-1(b)(ii)(F)

     (g) [ ] Parent Holding Company, in accordance with
         Section 240.13d-1(b)(ii)(G) (Note:  See Item 7)

     (h) [ ] Group, in accordance with Section 240.13d-1(b)(ii)(H)

Item 4. Ownership
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any
month described in Rule 13d-1(b)(2), if applicable, exceeds
five percent, provide the following information as of that
date and identify those shares which there is a right to
acquire.

     (a) Amount Beneficially Owned:  168,200


     (b) Percent of Class: 1.68%


     (c) Number of shares as to which such person has:

         (i)  sole power to vote or to direct the vote

          (ii)     shared power to vote or to direct the vote

                  168,200

          (iii) sole power to dispose or to direct the       
                disposition of

          (iv)     shared power to dispose or to direct the
                   disposition of

                   168,200



Item 5.  Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X ].

Item 6.  Ownership of More than Five Percent on Behalf of
Another Person.

If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and,
if such interest relates to more than five percent of the
class, such person should be identified.  A listing of the
shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of
employee benefit plan, pension fund or endowment fund is not
required.

                        [NONE KNOWN]

Item 7.  Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company.

If a parent holding company has filed this schedule,
pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item
3(g) and attach an exhibit stating the identity and the Item
3 classification of the relevant subsidiary.  If a parent
holding company has filed this schedule pursuant to Rule
13d-1(c), attach an exhibit stating the identification of
the relevant subsidiary.

                      [NOT APPLICABLE]

Item 8.  Identification and Classification of Members of the
Group

If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), 
so indicate under Item 3(h) and attach an
exhibit stating the identity and Item 3 classification of
each member of the group.  If a group has filed this
schedule pursuant to Rule 13d-1(c), attach an exhibit
stating the identity of each member of the group.

                      [NOT APPLICABLE]


Item 9.  Notice of Dissolution of Group

Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all
further filings with respect to transactions in the security
reported on will be file, if required, by members of the
group, in their individual capacity.  See Item 5.

                      [NOT APPLICABLE]


Item 10.  Certification

By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.

                         SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.

                             6/9/97 
                             -------------------------------
                             Date
                             /s/ Paul J. Carter
                             -------------------------------
                             Signature

                             Paul J. Carter, Vice President
                             ------------------------------- 
                             Name/Title