SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Schedule 13G Amendment No. 1

Under the Securities Exchange Act of 1934


Grand Union Co.                                             
(Name of Issuer)

Common Stock
(Title of Class of Securities)

386532402000
(CUSIP Number)

Check the following box if a fee is being paid with this statement.
(   )

The  information  required in the remainder of this cover page (except any items
to which the form provides a cross-reference)  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.



CUSIP No.
386532402000

1)   Names of Reporting Person
     Lehman Brothers Holdings Inc.
     S.S. or I.R.S. Identification No. of Above Person
     13-3216325

2)   Check the Appropriate box if a Member of a Group

(a)  ( X ) Sole
(b)  (   ) Joint Filing


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
     981,003

6)   Shared Voting Power
     -0-

7)   Sole Dispositive Power
     981,003

8)   Shared Dispositive Power
     -0-

9)   Aggregate Amount Beneficially Owned by Each Reporting Person
     981,003

10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
     (---)

11)  Percent of Class Represented by Amount in Row 9
     3.3%

12)  Type of Reporting Person
     HC/CO



Item 1(a). Name of Issuer: Grand Union Co.

Item 1(b). Address of Issuer's Principal Executive Offices:  
           201 Willowbrook Boulevard 
           Wayne, NJ 07470-0966

Item 2(a). Name of Person Filing:
           Lehman Brothers Holdings Inc.

Item 2(b). Address of Principal Business Office:
           3 World Financial Center
           New York, NY  10285

Item 2(c). Citizenship or Place of Organization:
           See Item 4 of cover pages

Item 2(d). Title of Class of Securities:
           Common Stock

Item 2(e). CUSIP Number:
           386532402000

Item 3.    Information if statement is filed pursuant to Rules 13d-1(b) or
           13d-2(b):

           The person filing this statement is Lehman Brothers Holdings Inc.,
           a parent holding company in accordance with Section 240.13d1(b)(ii)
           (G).

Item 4.    Ownership

(a)        Amount Beneficially Owned as of February 28, 1999
           See Item 9 of cover pages

(b)        Percent of Class: 
           See Item 11 of cover pages

(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
          (iii)sole power to dispose or to direct the disposition
          (iv) shared power to dispose or to direct the disposition

          See Items 5-8 of cover pages



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

          This statement is being filed to report that as of February 28, 1999,
          the Reporting Person has ceased to be the beneficial owner of
          more than 5% of the class of securities covered by this report.


Item 6.   Ownership of More than Five Percent on Behalf of Another Person
          Not Applicable.


Item 7.   Identification and Classification of the Subsidiary which Acquired the
          Security being reported on by the Parent Holding Company

          The relevant subsidiary is Lehman Brothers Inc., a Broker/Dealer 
          registered under Section 15 of the Securities Exchange Act of 1934.


Item 8.   Identification and Classification of Members of the Group
          Not Applicable.


Item 9.   Notice of Dissolution of Group
          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.



After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.



Dated:  February 28, 1999


LEHMAN BROTHERS HOLDINGS INC.


By:  /s/ Jennifer Marre
     ------------------
Name:  Jennifer Marre
Title: Vice President and
       Secretary