8-K

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

                                  FORM 8-K

                               CURRENT REPORT

   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

   Date of Report (Date of the earliest event reported) February 25, 1997
                                                        -----------------

                           THE GRAND UNION COMPANY
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           (Exact name of registrant as specified in its charter)


Delaware                           0-26602                  22-1518276
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(State or other jurisdiction     (Commission               (IRS Employer
of incorporation)                 File Number)          Identification No.)


201 Willowbrook Boulevard, Wayne, New Jersey                  07470-0966
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  (Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code         (201) 890-6000
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ITEM 5. OTHER EVENTS.

    On February 25, 1997, The Grand Union Company sold an additional $20
million of 8.5% Class A convertible preferred stock to an investment group
consisting of affiliates of Shamrock Capital Advisors, Inc., and G.E.
Investments, Inc.  The investment group has now purchased $60 million of a total
commitment to purchase $100 million in preferred stock.

    The Company also announced that it had reached a preliminary agreement with
the investment group and Roger E. Stangeland, Chairman of the Board, on 
principal terms under which Mr. Stangeland would personally purchase an 
additional 60,000 shares of the same preferred stock for an aggregate purchase
price of $3 million.

ITEM 7. EXHIBITS

99.1   The Grand Union Company's February 25, 1997 Press Release.


                                 SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                            THE GRAND UNION COMPANY
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                                                (Registrant)



Date: February 27, 1997                     /s/ Joseph J. McCaig    
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                                                Joseph J. McCaig

                                                Director, President, and
                                                Chief Executive Officer

                                            /s/ John M. Needham
                                            ------------------------
                                                John M. Needham

                                                Vice President and Controller
                                                (Acting Principal Accounting 
                                                Officer)



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EX-99.1

                                                               EXHIBIT 99.1


FOR IMMEDIATE RELEASE
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    GRAND UNION SELLS ADDITIONAL $20 MILLION OF PREFERRED STOCK; 
 R.E. STANGELAND, BOARD CHAIRMAN, TO PURCHASE $3 MILLION IN STOCK

    WAYNE, NJ, FEB. 25, 1997 -- The Grand Union Company today concluded the sale
of an additional $20 million of 8.5% Class A convertible preferred stock to an
investment group. 

    The investment group, which includes affiliates of Shamrock Capital
Advisors, Inc., and GE Investments, Inc., has now purchased a total of $60
million in preferred stock under an ageeement to purchase a total of $100
million in preferred stock in stages. Subsequent $20 million purchases are
scheduled for August 25, 1997, and February 25, 1998, and may be accelerated at
the election of the investors.

    The Company also announced that it had reached a preliminary agreement with
the investment group and Roger E. Stangeland, Chairman of the Board, on
principal terms under which Mr. Stangeland would personally purchase an
additional 60,000 shares of the same preferred stock for an aggregate purchase
price of $3 million.  The conversion price of the preferred stock is $7.25 per
share.  The Stangeland investment is contingent on obtaining various consents
and approvals, including approval by the Grand Union Board of Directors.  The
Company expects to complete the transaction by March 10, 1997.

    "Since becoming Chairman of the Board in June, 1995," Mr. Stangeland said,
"I have committed substantial time and energy to working with Joe McCaig, the
Company's President and Chief Executive Officer, and the rest of the management
team in developing and executing an Overall Strategic Plan for Grand Union.  I
am now reinforcing my commitment and belief in Grand Union and that plan with a
significant cash investment from my own personal resources."

    Grand Union currently operates 226 retail food stores in six Northeastern
states.  Its common stock is traded on the NASDAQ National Market under the
ticker symbol GUCO. 



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