SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC 20549

                           --------------------


                                 FORM 8-A

             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


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

            DELAWARE                                            22-1518276
- ---------------------------------------                     -----------------
(State of incorporation or organization)                    (I.R.S. Employer
                                                           Identification no.)

201 WILLOWBROOK BOULEVARD, WAYNE, NEW JERSEY                   07470
- --------------------------------------------                ----------
(Address of principal executive offices)                    (zip code)

                              If this Form relates to the registration of
                              a class of debt securities and is to become
                              effective simultaneously with the
                              effectiveness of a concurrent registration
                              statement under the Securities Act of 1933
                              pursuant to General Instruction A(c)(2)
                              please check the following box.  /x/

Securities to be registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS                           NAME OF EACH EXCHANGE ON WHICH
- -------------------                           EACH CLASS IS TO BE REGISTERED
TO BE SO REGISTERED                           ------------------------------
- -------------------

12% SENIOR NOTES DUE SEPTEMBER 1, 2004        NEW YORK STOCK EXCHANGE
- --------------------------------------        -----------------------


Securities to be registered pursuant to Section 12(g) of the Act:

     NONE
- -------------------------------------------------------------------



ITEM 1.   DESCRIPTION OF 12% SENIOR NOTES DUE SEPTEMBER 1, 2004

GENERAL

     On June 15, 1995, the effective date (the "Effective Date") of the
Second Amended Chapter 11 Plan of The Grand Union Company, dated April 19,
1995 (the "Chapter 11 Plan"), the Company authorized the issuance of up to
$595,475,922 principal amount of 12% Senior Notes due September 1, 2004
(the "Senior Notes") under an Indenture dated as of the Effective Date
(the "Indenture") between the Company and IBJ Schroder Bank & Trust
Company, as Trustee (the "Trustee").  Pursuant to the Chapter 11 Plan, the
Senior Notes were issued to holders of the Company's 11 1/4% Senior Notes
due July 15, 2000 and 11 3/8% Senior Notes due February 15, 1999 in exchange
for surrender and cancellation of such notes.  The Senior Notes were
issued in $595,421,000 aggregate original principal amount (reduced from
the authorized amount due to the cash out of Senior Notes not in multiples
of $1,000).

     The Senior Notes bear interest at a rate of 12% per annum, commencing
September 1, 1995.  Interest on the Senior Notes will be payable semi-
annually on each March and September, commencing March 1, 1996, to the
holders of record of Senior Notes as of the close of business on the
February 15th and August 15th immediately preceding such interest payment
date.  Interest on the Senior Notes will commence to accrue from September
1, 1995 and, after the initial interest payment, will accrue from the most
recent date to which interest has been paid.  Interest will be computed on
the basis of a 360-day year of twelve 30-day months.  The Senior Notes
were issued in fully registered form only, in denominations of $1,000 and
integral multiples thereof.

REDEMPTION

     The Senior Notes are not redeemable at the option of the Company
prior to September 1, 2000, except as set forth below.  On or after such
date, the Senior Notes are redeemable at the option of the Company, in
whole or any time or in part, from time to time, on not less than 30 nor
more than 60 days prior notice, mailed by first-class mail to the holders'
last addresses as they shall appear upon the register for the Senior
Notes, at the following prices (expressed in percentages of the principal
amount), if redeemed during the respective twelve month periods indicated
below, in each case together with interest accrued to the redemption date:

                    Year                          Percentage
                    ----                          ----------

          September 1, 2000-August 31, 2001       104%
          September 1, 2001-August 31, 2002       102%

and thereafter at the principal amount thereof, together with interest
accrued to the redemption date.

     Notwithstanding the foregoing, the Senior Notes may be redeemed prior
to September 1, 1998 with the proceeds of one or more issuances of equity
securities, so long as such redemption, when aggregated with all prior
redemptions, shall not result in more than 33 1/8% of the principal amount
of Senior Notes originally issued having been redeemed, at the redemption
prices (expressed in percentages of principal amount) set forth below, if
redeemed during the respective twelve month periods indicated below, in
each case together with interest accrued to the redemption date:


                                    -2-


                    Year                   Percentage
                    ----                   ----------

          September 1, 1995-August 31, 1996       103%
          September 1, 1996-August 31, 1997       106%
          September 1, 1997-August 31, 1998       106%

     If less than all the Senior Notes are to be redeemed, selection of
Senior Notes for redemption will be made by the Trustee or the registrar
for the Senior Notes pro rata or by lot or by any means acceptable to the
Trustee.

COVENANTS

     The Indenture contains covenants including, among others, the
following:

     RESTRICTED PAYMENTS.  The Indenture provides that the Company shall
not, nor will it permit any of its Subsidiaries to, make any Restricted
Payment (other than Investments in (i) Affiliates which are not wholly-
owned Subsidiaries in an aggregate amount not to exceed $20 million at any
time outstanding and (ii) Borrowing Subsidiaries in an aggregate amount at
any time outstanding not to exceed the sum of (x) $30 million less (y) the
aggregate amount of outstanding Investments in Affiliates which are not
wholly-owned Subsidiaries permitted by clause (i) hereof) if, after giving
effect thereto, (A) any Default shall have occurred and be continuing, or
(B) the Company could not incur at least $1.00 of additional Indebtedness
pursuant to the terms of the Indenture described in the first paragraphs
of "Limitation on Indebtedness" below, or (C) the aggregate amount of
Restricted Payments made subsequent to the date of the Indenture by the
Company and its Subsidiaries (other than (i) Investments in Affiliates
which are not wholly-owned Subsidiaries in an amount not to exceed $20
million in the aggregate and (ii) Investments in Borrowing Subsidiaries in
an aggregate amount not to exceed the sum of (x) $30 million less (y) the
aggregate amount of outstanding Investments in Affiliates which are not
wholly-owned Subsidiaries permitted by clause (i) hereof) would exceed the
sum of (a) 50% (or minus 100% in the event of a deficit) of aggregate
Consolidated Net Income (which is defined to exclude the impact of any
Fresh Start Accounting adjustment and any extraordinary income, including
income relating to cancellation of indebtedness resulting from the
Restructuring) of the Company for the period commencing on April 2, 1995
and ending on the last day of the fiscal quarter immediately preceding the
date of such payment, and (b) the aggregate Net Proceeds, including cash
and the Fair Market Value of Property other than cash, received by the
Company subsequent to the date on which the Senior Notes are issued from
capital contributions from any of its stockholders or from the issuance or
sale (other than to a Subsidiary) subsequent to the date on which the
Senior Notes are issued of shares of its Capital Stock (other than
Redeemable Stock) of any class (or rights or warrants to subscribe for or
purchase shares of such capital stock) or of any convertible securities or
debt obligations which have been converted into, exchanged for or
satisfied by the issuance of shares of the Company's Capital Stock (other
than Redeemable Stock).

     The foregoing limitations do not prevent the Company from paying a
dividend on Capital Stock within 60 days after the declaration thereof if,
on the date when the dividend was declared, the Company could have paid
such dividend in accordance with the provisions of the Indenture.  In
addition, the foregoing limitations will not prevent the Company from
making payments to purchase, redeem, defease or otherwise acquire or
retire for value Subordinated Debt to the extent that any such purchase,
redemption, defeasance or other acquisition or retirement

                                    -3-


for value is made out of the proceeds of the issuance of (i) Subordinated
Debt having a final maturity no earlier than the final maturity of, and an
Average Life equal to or longer than, the Indebtedness being retired or
repurchased or (ii) Capital Stock (other than Redeemable Stock) of the
Company.

     The Indenture does not prevent the Company from repurchasing shares
of its Capital Stock (a) solely in exchange for other shares of its
Capital Stock (other than Redeemable Stock) or (b) pursuant to a court
order.

     In addition, the Indenture provides that the covenant limiting
Restricted Payments will not apply to redemptions or repurchases of common
stock in connection with repurchase provisions under employee stock option
or stock purchase agreements or other agreements to compensate management
employees; PROVIDED that such redemptions or purchases shall not exceed
$2,000,000 in any fiscal year or $5,000,000 in the aggregate subsequent to
the date of the Indenture.

     LIMITATION ON INDEBTEDNESS.  The Indenture provides that the Company
shall not create, incur, assume, guarantee or otherwise become liable with
respect to, or become responsible for the payment of, any Indebtedness,
unless, after giving effect thereto, the Consolidated Interest Coverage
Ratio of the Company on a pro forma basis for the four consecutive fiscal
quarters for which financial information in respect thereof is available
immediately prior to any Transaction Date that is prior to September, 1997
would be greater than 1.85:1 and for any Transaction Date thereafter would
be greater than 2.0:1.

     Notwithstanding the foregoing, the Company may incur, create, assume,
guarantee or otherwise become liable with respect to, any or all of the
following Indebtedness:

     (i) Indebtedness evidenced by the Senior Notes, and Indebtedness
under the Bank Credit Agreement (including any refinancings thereof
permitted by the following clause) in a maximum principal amount at any
time outstanding not to exceed the greater of (x) $250 million or (y) the
sum of $100 million plus 65% of the total inventory of the Company and its
Subsidiaries (calculated on a "first-in" "first-out" basis) plus 85% of
the total accounts receivable of the Company and its Subsidiaries, subject
to one or more permanent reductions of both (x) and (y) as provided in the
"Limitation on Sale and Leaseback Transactions" and in the proviso to the
"Limitation on Asset Sales."

     (ii) Indebtedness the proceeds of which are used to refinance (x) all
or a portion of the Indebtedness evidenced by the Senior Notes or (y)
Indebtedness under the Bank Credit Agreement (as limited by the preceding
paragraph) or other (z) Indebtedness of the Company and its Subsidiaries,
in each case in a principal amount not to exceed the principal amount so
refinanced (or, if such Indebtedness provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof, in an amount not greater than such
lesser amount) plus any prepayment penalties and premiums, accrued and
unpaid interest on the Indebtedness so refinanced, plus customary fees,
expenses and costs related to the incurrence of such refinancing
Indebtedness, provided that, in the case of this clause (ii), (1) if the
Senior Notes are refinanced in part, such new Indebtedness is expressly
made pari passu or subordinate in right of payment to the remaining Senior
Notes, (2) if the Indebtedness to be refinanced is subordinate in right of
payment to the Senior Notes, such new Indebtedness is subordinate in right
of payment to the Senior Notes at least to the extent that the
Indebtedness to be refinanced is subordinate in right of payment to the
Senior Notes, (3) if the Indebtedness to be refinanced is pari passu in
right of payment to the Senior Notes, such new Indebtedness is expressly
made pari passu or

                                    -4-


subordinate in right of payment to the Senior Notes, and (4) if the Senior
Notes are refinanced in part or if the Indebtedness to be refinanced is
pari passu or subordinate in right of payment to the Senior Notes and
scheduled to mature after the maturity date of the Senior Notes, such new
Indebtedness as of the date of incurrence does not mature prior to the
final scheduled maturity date of the Senior Notes and has an Average Life
equal to or greater than the remaining Average Life of the Senior Notes;

     (iii) Indebtedness of the Company remaining outstanding immediately
after the issuance of the Senior Notes;

     (iv) Indebtedness to a Subsidiary of the Company;

     (v) Indebtedness incurred in connection with the refurbishment,
improvement, construction or acquisition (whether by acquisition of stock,
assets or otherwise) of any Property or Properties of the Company or a
Subsidiary of the Company that constitute a part of the then present
business of the Company or any Subsidiary of the Company (or incurred
within twelve months of any such acquisition of the completion of such
refurbishment, improvement or construction), PROVIDED, that at the time of
the incurrence thereof:

     (a)  (1) such Indebtedness, together with any other then outstanding
          Indebtedness incurred during the most recently completed four
          consecutive fiscal quarter period in reliance upon either this
          clause (v) or clause (vi) under "Limitations on Indebtedness and
          Preferred Stock of Subsidiaries (other than Non-Borrowing
          Subsidiaries)" does not exceed, in the aggregate, 3% of
          consolidated net sales of the Company and its Subsidiaries
          during the four consecutive fiscal quarter period ended
          immediately prior to the date of calculation; PROVIDED, that for
          purposes of this clause (a)(1), such Indebtedness shall include,
          without limitation, an amount equal to (x) the aggregate
          outstanding principal amount of any mortgages that the Company
          or any Subsidiary is deemed to have entered into in connection
          with any Sale and Leaseback Transaction that the Company or any
          Subsidiary has entered into during the four consecutive fiscal
          quarter period ended immediately prior to the date of
          calculation, less (y) the aggregate principal amount of any
          Senior Indebtedness that has been repaid with the Net Proceeds
          of any Sale and Leaseback Transaction that the Company or any
          Subsidiary has entered into within twelve months of the
          acquisition, or completion of construction or refurbishment, of
          the Property that is the subject of any such transaction; and

          (2) such Indebtedness, together with all then outstanding
          Indebtedness incurred in reliance upon either this clause (v) or
          clause (vi) under "Limitations on Indebtedness and Preferred
          Stock of Subsidiaries (other than Non-Borrowing Subsidiaries)"
          does not exceed, in the aggregate, 3% of the consolidated net
          sales of the Company and its Subsidiaries during the most
          recently completed twelve consecutive fiscal quarter period;
          PROVIDED THAT, for purposes of this clause (a)(2), such
          Indebtedness shall include, without limitation, an amount equal
          to (x) the aggregate outstanding principal amount of any
          mortgages that the Company or any Subsidiary is deemed to have
          entered into in connection with any Sale and Leaseback
          Transactions to which the Company or any Subsidiary is than a
          party less (y) the aggregate principal amount of any Senior
          Indebtedness that has been repaid with the Net Proceeds of any
          Sale and Leaseback Transaction that the Company or any
          Subsidiary has entered into within twelve months of the
          acquisition, or

                                    -5-


          completion of construction or refurbishment, of the Property
          that is the subject of any such transaction; EXCEPT THAT, for
          purposes of calculating the limitation set forth in clause
          (a)(2) the seven Sale and Leaseback Transactions identified in
          clause (ii) under "Limitation on Sale and Leaseback
          Transactions" shall not be included; or

     (b)  such Indebtedness (including an amount equal to the sum of (x)
          the aggregate outstanding principal amount of any mortgages that
          the Company or any Subsidiary is deemed to have entered into in
          connection with any Sale and Leaseback Transaction to which the
          Company or any Subsidiary is then a party less (y) the aggregate
          principal amount of any Senior Indebtedness that has been repaid
          with the Net Proceeds of any such Sale and Leaseback
          Transaction) does not exceed the amount of proceeds received by
          the Company or any of its Subsidiaries from insurance maintained
          by the Company or any Subsidiary in respect of such Property or
          Properties;

     (vi) Indebtedness consisting of Guarantees by the Company of
Indebtedness of any Subsidiary, provided that such Indebtedness is
otherwise permitted under the Indenture;

    (vii) Indebtedness under Interest Swap Obligations, provided that such
Interest Rate Swap Obligations are related to payment obligations on
Indebtedness otherwise permitted under this covenant;

   (viii) commercial letters of credit and standby letters of credit
incurred in the ordinary course of business by the Company;

     (ix) Indebtedness represented by industrial revenue or development
bonds, provided that the aggregate amount of indebtedness incurred in
reliance upon the exception of this clause (ix) or clause (x) under
"Limitations on Indebtedness and Preferred Stock of Subsidiaries (other than
Non-Borrowing Subsidiaries)" shall not exceed at any one time an aggregate
principal amount outstanding of $25,000,000;

      (x) Capitalized Lease Obligations relating to Property used in business of
the Company;

     (xi) Indebtedness incurred in respect of performance bonds and performance
and completion Guarantees incurred in the ordinary course of business;

    (xii) Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument inadvertently (except in the
case of daylight overdrafts) drawn against insufficient funds in the ordinary
course of business, provided that such Indebtedness is extinguished within five
business days of its incurrence; and

   (xiii) other Indebtedness for borrowed money in an amount not to
exceed $75,000,000 in the aggregate.

     LIMITATION ON LIENS.     The Indenture provides that neither the
Company nor any Subsidiary shall create, incur, assume or permit to exist
any Lien on or with respect to any Property or assets of the Company or
any such Subsidiary or any interest therein or any income or profits
therefrom other than (i) any Lien existing as of the date of the
Indenture, and any Lien securing Indebtedness under the Bank Credit
Agreement pursuant to the

                                    -6-


terms of such Bank Credit Agreement as in effect on the issue date of the
Senior Notes; (ii) any Lien arising in the ordinary course of business,
other than in connection with Indebtedness for borrowed money; (iii) any
Lien on the Company's or a Subsidiary's accounts receivable, inventories
and proceeds thereof securing Indebtedness incurred pursuant to the
provisions of the Revolving Credit Facility; (iv) any Lien on Property
acquired by the Company or any Subsidiary after the date of the Indenture
created solely to secure Indebtedness incurred to finance such acquisition
or assumed in connection with such acquisition, whether by acquisition of
stock, assets or otherwise (or entered into in connection with
Indebtedness that is permitted under the terms of the Indenture described
in clause (v) of the second paragraph under "Limitation on Indebtedness"
above or clause (vi) under "Limitations on Indebtedness and Preferred
Stock of Subsidiaries (other than Non-Borrowing Subsidiaries)"), provided
that in each case such acquisition does not constitute a Material
Acquisition; (v) any Lien on Property acquired by the Company or any
Subsidiary which constitutes a Material Acquisition created solely to
secure Indebtedness incurred to finance such Material Acquisition or
assumed in connection with such Material Acquisition, provided that after
giving effect to such Indebtedness the Consolidated Interest Coverage
Ratio would be greater than the then applicable Consolidated Interest
Coverage Ratio described in the first paragraph under "Limitations on
Indebtedness" above; (vi) any Lien on any asset of the Company or any
Subsidiary created solely to secure Indebtedness incurred to finance the
refurbishment, improvement, construction or acquisition (whether by
acquisition of stock, assets or otherwise) of such assets (or created
within twelve months of any such acquisition or the completion of such
refurbishment, improvement or construction) or relating to Indebtedness
assumed in connection with any such acquisition, provided that such Lien
secures Indebtedness permitted under the terms of the Indenture described
in clause (v) of the second paragraph under "Limitation on Indebtedness"
above or clause (vi) under "Limitations on Indebtedness and Preferred
Stock of Subsidiaries (other than Non-Borrowing Subsidiaries)"; (vii) any
Lien created in connection with a Capitalized Lease Obligation that the
Company or a Subsidiary is permitted to enter into under the terms of the
Indenture; (viii) any Lien relating to judgments or awards that the
Company or any Subsidiary is contesting in good faith; (ix) any Lien for
taxes that are not yet due or that the Company or any Subsidiary is
contesting in good faith and (x) any Lien extending, renewing or replacing
any Liens permitted by clauses (i), (iv), (v), (vi) or (vii).  In the case
of Liens permitted under clauses (i), (iv), (v), (vi), (vii) and (x), such
Liens may relate solely to the Property (including any improvements
thereon) subject thereto as of the date of the Indenture or the date such
Lien was incurred, as the case may be (and, in the case of Indebtedness
under the Bank Credit Agreement, any after acquired Property), and may
secure the payment only of the Indebtedness so secured as of such date.

     LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.  The Indenture
provides that the Company shall not, and shall not permit any Subsidiary
to, enter into, assume, guarantee or otherwise become liable with respect
to any Sale and Leaseback Transaction, PROVIDED, that the Company may
enter into (i) a Sale and Leaseback Transaction that, had such Sale and
Leaseback Transaction been structured as a mortgage rather than as a Sale
and Leaseback Transaction, the Company would have been permitted to enter
into such transaction pursuant to the terms of the Indenture described in
clause (v) of "Limitation on Indebtedness," in clause (vi) of "Limitations
on Liens" and in clause (vi) of "Limitation on Indebtedness and Preferred
Stock of Subsidiaries (other than Non-Borrowing Subsidiaries)", PROVIDED,
HOWEVER, that such Sale and Leaseback Transaction is entered into within
twelve months of the acquisition, or completion of construction or
refurbishment, of the Property that is the subject of any such
transactions; (ii) a Sale and Leaseback Transaction with respect to the
Company's property located in New Fairfield, Connecticut, Dumont, New
Jersey, Valatie, New York, Morrisville, Vermont, Corinth, New York,
Tannersville, New York and Manchester Center, Vermont; and (iii) a Sale
and Leaseback Transaction if within 90 days of entering into such
arrangement either (1) the Company applies the Net Proceeds of the sale of
the

                                    -7-


Property leased pursuant to such Sale and Leaseback Transaction to the
payment of Senior Indebtedness other than Indebtedness incurred under the
Bank Credit Agreement (except that Indebtedness under the Bank Credit
Agreement may be repaid from such Net Proceeds to the extent the principal
amount of Indebtedness under the Bank Credit Agreement permitted by the
second paragraph of "Limitation on Indebtedness" is permanently reduced by
an amount equal to the principal amount of the Indebtedness under the Bank
Credit Agreement so repaid from Net Proceeds), or (2)(a) if such
arrangement is entered into prior to September 1, 2000, the Company makes
a pro rata offer to all holders of Senior Notes to repurchase such Senior
Notes at 104% of their principal amount, plus accrued and unpaid interest
through the date of repurchase, or (b) if such arrangement is entered into
on or after September 1, 2000, the Company redeems the Senior Notes (as
described under "Redemption"), in either case at par plus the then
applicable premium, if any, and in an aggregate amount equal to the
greater of the Net Proceeds of the sale of the Property leased pursuant to
such Sale and Leaseback Transaction or the Fair Market Value of the
Property so leased at the time of entering into such Sale and Leaseback
Transaction.

     LIMITATION ON ASSET SALES.  The Indenture provides that the Company
shall not consummate, and shall not permit any Subsidiary to consummate,
any Asset Sale unless (i) such sale is for Fair Market Value and (ii) at
least 75% of the Net Proceeds thereof received by the Company or any
Subsidiary is in the form of cash; PROVIDED, that for purposes of this
covenant securities received by the Company or any Subsidiary from such
transferee that are promptly converted by the Company or such Subsidiary
into cash shall be deemed to be cash, and PROVIDED FURTHER, that
notwithstanding any other provision in this paragraph, the Company or any
Subsidiary may consummate Asset Sales for which it receives, in a single
transaction or in a series of related transactions, aggregate Net Proceeds
in an amount not to exceed $25,000,000, without regard to the foregoing
limitation on receiving a specified percentage of the Net Proceeds in
cash.  To the extent the Company has not reinvested such Net Proceeds in
Additional Assets or used such Net Proceeds to repay Senior Indebtedness
(other than Senior Notes) within twelve months following the consummation
of the Asset Sale (or in the case of Net Proceeds received in the form of
securities, within twelve months after such securities are converted into
cash), the Company shall either apply such Net Proceeds (or any portion
thereof) to the repayment of Senior Indebtedness or apply such Net
Proceeds (or the remaining portion thereof) in accordance with the
following sentence; PROVIDED, HOWEVER, that if Net Proceeds of Asset Sales
are applied to reduce the Indebtedness under the Bank Credit Agreement (or
any refinancing or renewal thereof), the principal amount of Indebtedness
under the Bank Credit Agreement permitted by the second paragraph of
"Limitation on Indebtedness" shall be reduced permanently by an amount
equal to the principal amount of the Indebtedness under the Bank Credit
Agreement so repaid from Net Proceeds.  If (1) no Senior Indebtedness
other than Senior Notes is outstanding at such time or the Company does
not apply any or applies only a portion of such Net Proceeds to the
repayment of Senior Indebtedness other than Senior Notes or (2) the
application of such Net Proceeds results in the payment of all outstanding
Senior Indebtedness other than Senior Notes, then such Net Proceeds or any
remaining portion thereof, in each case not so applied to the payment of
Senior Indebtedness other than Senior Notes, shall be applied to a pro
rata offer to repurchase the Senior Notes at a purchase price in cash
equal to 102% of their principal amount plus accrued and unpaid interest
through the date of repurchase.  Notwithstanding the foregoing, in the
event the Net Proceeds resulting from any Asset Sale, after giving effect
to any related repayment of Senior Indebtedness other than Senior Notes,
are less than $25,000,000, the Company may defer extending such pro rata
offer to repurchase the Senior Notes until such time as such Net Proceeds,
plus the aggregate amount of Net Proceeds resulting from any subsequent
Asset Sale or Asset Sales not otherwise reinvested in Additional Assets or
applied to repay Senior Indebtedness other than Senior Notes, are equal to
at least $25,000,000, at which time the Company shall apply

                                    -8-


the aggregate amount of such Net Proceeds to a pro rata offer to
repurchase the Senior Notes at a purchase price in cash equal to 102% of
their principal amount, plus accrued and unpaid interest through the date
of repurchase.

     Pending application thereof in accordance with the foregoing
paragraph, the Company shall either apply the net proceeds of any Asset
Sale to repay temporarily any Senior Indebtedness other than Senior Notes
or invest such Net Proceeds in Qualified Investments.

     TRANSACTIONS WITH AFFILIATES.  The Indenture provides that the
Company shall not, and shall not permit any Subsidiary to, enter into any
transaction after the date of the issuance of the Senior Notes with any
Affiliate (other than the Company or a Subsidiary) unless (i) the Board of
Directors of the Company determines, in its reasonable good faith
judgment, that such transaction is in the best interests of the Company or
such Subsidiary, based on full disclosure of all relevant facts and
circumstances, (ii) such transaction is on terms no less favorable to the
Company or such Subsidiary than those that could be obtained in a
comparable arm's length transaction with an entity that is not an
Affiliate, and (iii) the transaction is otherwise permissible under the
Indenture.

     The covenant limiting Transactions with Affiliates does not apply to
redemptions or repurchases of common stock in connection with repurchase
provisions under employee stock option or stock purchase agreements or
other agreements to compensate management employees, provided that such
redemptions or purchases shall not exceed $2,000,000 in any fiscal year or
$5,000,000 in the aggregate subsequent to the date of the Indenture.

     In addition, the covenant limiting Transactions with Affiliates will
not prevent the Company from (i) paying a dividend on Capital Stock within
60 days after the declaration thereof if, on the date when the dividend
was declared, the Company could have paid such dividend in accordance with
the provisions of the Indenture, or (ii) repurchasing shares of its
Capital Stock (x) solely in exchange for other shares of its Capital Stock
(other than Redeemable Stock) or (y) pursuant to a court order.

     LIMITATION ON INDEBTEDNESS AND PREFERRED STOCK OF SUBSIDIARIES (OTHER
THAN NON-BORROWING SUBSIDIARIES).  The Indenture provides that the Company
shall not permit any Subsidiary to create, incur, guarantee, assume or
issue any Indebtedness or issue any preferred or preference stock, except
for:

          (i) Indebtedness or preferred stock outstanding on the date of
     the Indenture;

          (ii)  Indebtedness or preferred stock issued to and held by the
     Company or a wholly-owned Subsidiary (but only so long as held or
     owned by the Company or a wholly-owned Subsidiary);

          (iii)  Indebtedness or preferred stock issued by a Person prior
     to the time (a) such Person becomes a Subsidiary, (b) such Person
     merges with or into a Subsidiary or (c) a Subsidiary merges with or
     into such Person, provided that such Indebtedness or preferred stock
     was not issued or incurred by such Person in anticipation of the type
     of transaction contemplated by subclauses (a), (b) or (c);

          (iv)  Indebtedness under the Bank Credit Agreement;

                                    -9-


          (v)  Indebtedness the proceeds of which are used to refinance
     any other Indebtedness of any Subsidiary, in each case in a principal
     amount not to exceed the principal amount so refinanced (or, if such
     Indebtedness provides for an amount less than the principal amount
     thereof to be due and payable upon a declaration of acceleration of
     the maturity thereof, in an amount not greater than such lesser
     amount), plus any prepayment penalties and premiums, accrued and
     unpaid interest on the indebtedness so refinanced, plus customary
     fees, expenses and costs related to the incurrence of such
     refinancing Indebtedness;

          (vi)  Indebtedness incurred in connection with the
     refurbishment, improvement, construction or acquisition (whether by
     acquisition of stock, assets or otherwise) of any Property or
     Properties of a Subsidiary of the Company that constitute a part of
     the then present business of the Company or any Subsidiary of the
     Company (or incurred within twelve months of any such acquisition or
     the completion of such refurbishment, improvement or construction),
     PROVIDED that either:

     (a)  (1)  such Indebtedness, together with any other Indebtedness
          incurred during the most recently completed four consecutive
          fiscal quarter period in reliance upon either this clause (vi)
          or clause (v) under "Limitation on Indebtedness" does not exceed
          in the aggregate 3% of consolidated net sales of the Company and
          its Subsidiaries during the four consecutive fiscal quarter
          period ended immediately prior to the date of calculation;
          PROVIDED that (a) for purposes of this clause (a)(1), such
          Indebtedness shall include, without limitation, an amount equal
          to (x) the aggregate outstanding principal amount of any
          mortgages that the Company or any Subsidiary is deemed to have
          entered into in connection with any Sale and Leaseback
          Transaction that the Company or any Subsidiary has entered into
          during the four consecutive fiscal quarter period ended
          immediately prior to the date of calculation, less (y) the
          aggregate principal amount of any Senior Indebtedness that has
          been repaid with the Net Proceeds of any Sale and Leaseback
          Transaction that the Company or any Subsidiary has entered into
          within twelve months of the acquisition, or completion of
          construction or refurbishment of the Property that is the
          subject of any such Transaction; and

     (2)  such Indebtedness, together with all then outstanding
          indebtedness incurred in reliance upon either this clause (vi)
          or clause (v) under "Limitation on Indebtedness" does not exceed
          in the aggregate 3% of the consolidated net sales of the Company
          and its Subsidiaries during the most recently completed twelve
          consecutive fiscal quarter period; PROVIDED THAT, for purposes
          of this clause (a)(2), such Indebtedness shall include, without
          limitation, an amount equal to (x) the aggregate outstanding
          principal amount of any mortgages that the Company or any
          Subsidiary is deemed to have entered into in connection with any
          Sale and Leaseback Transactions to which the Company or any
          Subsidiary is then a party less (y) the aggregate principal
          amount of any Senior Indebtedness that has been repaid with the
          Net Proceeds of any Sale and Leaseback Transaction that the
          Company or any Subsidiary has entered into within twelve months
          of the acquisition, or completion of construction or
          refurbishment, of the Property that is the subject of any such
          transaction; EXCEPT THAT, for purposes of calculating the
          limitation set forth in clause (a)(2), the seven Sale and
          Leaseback Transactions identified in clause (ii) under
          "Limitation on Sale and Leaseback Transactions" shall not be
          included; or

                                   -10-


     (b)  such Indebtedness (including an amount equal to the sum of (x)
          the aggregate outstanding principal amount of any mortgages that
          the Company or any Subsidiary is deemed to have entered into in
          connection with any Sale and Leaseback Transaction to which the
          Company or any Subsidiary is then a party less (y) the aggregate
          principal amount of any Senior Indebtedness that has been repaid
          with the Net Proceeds of any such Sale and Leaseback
          Transaction) does not exceed the amount of proceeds received by
          the Company or any of its Subsidiaries from insurance maintained
          by the Company or any Subsidiary in respect of such Property or
          Properties;

          (vii)  Indebtedness consisting of Guarantees by a Subsidiary of
     Indebtedness of the Company or any other Subsidiary; provided that
     such Indebtedness is otherwise permitted under the Indenture;

          (viii) Indebtedness under Interest Swap Obligations, provided
     that such Interest Swap Obligations are related to payment
     obligations on Indebtedness otherwise permitted under this covenant;

          (ix)  commercial letters of credit and standby letters of credit
     incurred in the ordinary course of business by a Subsidiary;

          (x)  Indebtedness represented by industrial revenue or
     development bonds, provided that the aggregate amount of Indebtedness
     incurred in reliance upon this clause (x) or clause (ix) under
     "Limitation on Indebtedness" shall not exceed at any one time an
     aggregate principal amount outstanding of $25,000,000;

          (xi)  Capitalized Lease Obligations relating to Property used in
     the business of a Subsidiary;

          (xii)  Indebtedness incurred in respect of performance bonds and
     performance and completion Guarantees incurred in the ordinary course
     of business; and

          (xiii)  Indebtedness arising from the honoring by a bank or
     other financial institution of a check, draft or similar instrument
     inadvertently (except in the case of daylight overdrafts) drawn
     against insufficient funds in the ordinary course of business,
     provided that such Indebtedness is extinguished within five business
     days of its incurrence.

     LIMITATION ON INDEBTEDNESS OF NON-BORROWING SUBSIDIARIES.  The
Indenture provides that the Company shall not permit any Non-Borrowing
Subsidiary to create, incur, assume or guarantee any Indebtedness or issue
any preferred or preference stock or to engage in any Sale and Leaseback
Transaction.

     LIMITATION ON PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.  The
Indenture provides that the Company shall not, and shall not permit any
Subsidiary to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction which encumbrance or
restriction by its terms expressly restricts the ability of any such
Subsidiary to (i) pay dividends or make any other distributions on such
Subsidiary's capital stock or pay any Indebtedness owed to the Company or
any Subsidiary, (ii) make any loans or advances to the Company or any
Subsidiary or (iii) transfer any of its Property to the Company or any
Subsidiary, other than, with respect to clauses (ii) and (iii)
encumbrances or restrictions specifically: (a) permitted under the terms
of any

                                   -11-


instrument or agreement relating to any Indebtedness of the Company or any
Subsidiary existing on the date of the Indenture, including, without
limitation, the Indenture or the Bank Credit Agreement; (b) relating to
any Property acquired by the Company or any of its Subsidiaries after the
date of the Indenture, provided that such encumbrance or restriction
relates only to the Property which is acquired and, in the case of any
encumbrance or restriction that constitutes a Lien, the Company or such
Subsidiary would be permitted to incur the Lien under the covenant
limiting Liens; (c) relating to (x) any industrial revenue or development
bonds, (y) any obligation of the Company or any Subsidiary incurred in the
ordinary course of business to pay the purchase price of Property acquired
by the Company or such Subsidiary, or (z) any lease of Property by the
Company or such Subsidiary in the ordinary course of business, provided
that such encumbrance or restriction relates only to the Property which is
the subject of such industrial revenue or development bond, such Property
purchased or such Property leased and any such lease, as the case may be;
(d) relating to any Indebtedness of any Subsidiary at the date of
acquisition of such Subsidiary by the Company or any Subsidiary of the
Company, provided that such Indebtedness was not incurred in connection
with or in anticipation of such acquisition, and provided further that the
Company would be permitted to incur any lien securing such Indebtedness
under the covenant limiting Liens; or (e) under any replacement or
refinancing agreements or instruments referred to in clauses (a), (b), and
(c), provided that the provisions relating to such encumbrance or
restriction contained in any such replacement or refinancing agreement or
instrument are no more restrictive than the provisions relating to such
encumbrance or restriction contained in such original agreement or
instrument.

     INVESTMENT COMPANY ACT.  The Indenture provides that the Company
shall not become an investment company within the meaning of the
Investment Company Act of 1940.

MERGERS AND CONSOLIDATIONS

     The Company shall not consolidate with or merge into, or transfer,
sell or lease all or substantially all of its Property to, another Person
unless (i) the successor corporation is a United States corporation, (ii)
the successor corporation is bound by all the terms of the Indenture,
(iii) immediately after giving effect to such transaction no Default or
Event of Default exists, (iv) the consolidated net worth (determined in
accordance with GAAP) of the successor corporation is equal to or greater
than the consolidated net worth of the Company immediately prior to such
transaction and (v) in the case of any such consolidation, merger,
transfer, sale or lease other than into or to a wholly-owned Subsidiary of
the Company, immediately after and giving effect to any such
consolidation, merger, transfer, sale or lease and any financings or other
transactions in connection therewith the Consolidated Interest Coverage
Ratio of the surviving corporation would be greater than the then
applicable Consolidated Interest Coverage Ratio described under the first
paragraph of "Limitation on Indebtedness" above.  Certain mergers may
constitute a Change of Control that would give each Holder the right to
require the Company to repurchase any Senior Note held by such Holder at a
purchase price in cash equal to 101% of its principal amount plus accrued
interest.  See "Change of Control" below.

CHANGE OF CONTROL

     In the event of a Change of Control, the Company will be obligated to
make an offer to purchase all of the then outstanding Senior Notes at a
purchase price in cash equal to 101% of their principal amount plus
accrued interest, after the occurrence of such Change of Control.  The
Company shall give holders notice of such right of repurchase not less
than 20 nor more than 60 business days prior to the consummation of a
merger, consolidation,

                                   -12-


transfer, sale or lease that would constitute a Change of Control and not
more than 45 business days following any other event constituting a Change
of Control, mailed by first-class mail to the holders' last addresses as
they appear upon the register.  Holders will have the right to have their
Senior Notes repurchased if such Senior Notes are tendered for repurchase
no later than five business days prior to the applicable repurchase.

EVENTS OF DEFAULT

     Each of the following events are defined in the Indenture as "Events
of Default": (i) the failure by the Company to pay interest on any Senior
Note issued under the Indenture for a period of 30 days after such
interest becomes due and payable; (ii) the failure by the Company to pay
the principal of (or premium, if any, on) any Senior Note issued under the
Indenture when such principal becomes due and payable, whether at the
stated maturity or upon application, redemption or otherwise; (iii) a
default in the observance of any other covenant contained in the Indenture
that continues for 30 days after the Company has been given notice of the
default by the Trustee or the holders of 25% in principal amount of the
Senior Notes than outstanding; (iv) a default or defaults on other
Indebtedness of the Company or any Subsidiary, which Indebtedness has an
outstanding principal amount of more than $15,000,000 individually or in
the aggregate if such Indebtedness has attained final maturity or if the
holders of such Indebtedness have accelerated payment thereof under the
terms of the instrument under which such Indebtedness is or may be
outstanding and, in each case, it remains unpaid; (v) one or more
judgments or decrees is entered against the Company or any Subsidiary
involving a liability (not paid or fully covered by insurance) of
$5,000,000 or more in the case of any one such judgment or decree and
$10,000,000 or more in the aggregate for all such judgments and decrees
for the Company and all its Subsidiaries and all such judgments or decrees
have not been vacated, discharged or stayed or bonded pending appeal
within 30 days from the entry thereof; and (vi) events of bankruptcy,
insolvency, or reorganization, as specified in the Indenture, affecting
the Company or any Material Subsidiary.

     The Indenture provides that the Trustee, within 90 days after the
occurrence of an Event of Default that is continuing, will give notice
thereof to the holders of the Senior Notes issued under the Indenture;
PROVIDED, HOWEVER, that, except in the case of a default in payment of
principal of or interest on the Senior Notes issued under the Indenture,
the Trustee may withhold such notice as long as it in good faith
determines that such withholding is in the interest of the holders of the
Senior Notes issued under the Indenture.

     In case an Event of Default (other than an Event of Default resulting
from bankruptcy, insolvency, or reorganization of the Company or a
Material Subsidiary) shall have occurred and be continuing, the Trustee or
the holders of at least 25% in principal amount of the Senior Notes issued
under the Indenture, by notice in writing, may declare to be due and
payable the principal amount of the Senior Notes issued under the
Indenture, plus accrued interest, and such amounts shall become due and
payable upon the earlier of (i) five days from the date of such notice, so
long as the Event of Default giving rise to such notice has not been cured
or waived and (ii) the acceleration of the Indebtedness under the Bank
Credit Agreement (or any renewal or refinancing thereof).  In case an
Event of Default resulting from bankruptcy, insolvency, or reorganization
of the Company or a Material Subsidiary shall occur, such amount shall
IPSO FACTO become immediately due and payable without any declaration or
any act on the part of the Trustee or the holders of the Senior Notes
issued under the Indenture.  Such declaration or acceleration by the
Trustee or the Holders may be rescinded and past defaults may be waived
(except, unless theretofore cured, a default in payment of principal of or
interest on the Senior Notes issued under the Indenture) by the holders of
a majority in principal amount of the Senior Notes issued under the
Indenture

                                   -13-


upon conditions provided in the Indenture.  Except to enforce the right to
receive payment of principal or interest when due, no holder of a Senior
Note issued under the Indenture may institute any proceeding with respect
to the indenture or for any remedy thereunder unless such holder has
previously given to the Trustee written notice of a continuing Event of
Default and unless the holders of at least 25% in principal amount of the
Senior Notes issued under the Indenture have requested the Trustee to
pursue remedies in respect of such Event of Default and have offered the
Trustee indemnity satisfactory to the Trustee against loss, liability, or
expense to be thereby incurred and the Trustee has failed so to act for 60
days after receipt of the same and no contrary instructions have been
received during 20 days.  Subject to certain restrictions, the holders of
a majority in principal amount of the Senior Notes issued under the
Indenture are given the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee.  The Trustee,
however, may refuse to follow any direction that conflicts with law or the
Indenture, that is unduly prejudicial to the rights of any holder of a
Senior Note issued thereunder, or that would subject the Trustee to
personal liability.

     The Company is required to deliver to the Trustee, within 120 days
after the end of each fiscal year, an officers' certificate indicating
whether the Company has complied with the terms of the Indenture and
whether an Event of Default exists.

SATISFACTION AND DISCHARGE OF THE INDENTURE; DEFEASANCE

     The Company may, subject to certain conditions set forth in the
Indenture, terminate its obligations under the Indenture at any time by
delivering all outstanding Senior Notes issued thereunder to the Trustee
for cancellation.  The Company, at its option, (i) will be discharged (as
defined) from any and all obligations with respect to the Senior Notes
issued under the Indenture (except for certain obligations of the Company
to register the transfer or exchange of such Senior Notes, replace stolen,
lost, or mutilated Senior Notes, maintain paying agencies, hold moneys for
payment in trust) and compensate the Trustee as provided in Section 6.07
of the Indenture or (ii) need not comply with certain restrictive
covenants in the Indenture (including those described under "Covenants"),
in each case if the Company deposits with the Trustee, in trust, money or
U.S. Government Obligations which, through the payment of interest thereon
and principal thereof in accordance with their terms, will provide money
in an amount sufficient to pay all the principal of and interest on the
Senior Notes on the date such payments are due in accordance with the
terms of the Senior Notes.  To exercise any such option, the Company is
required to deliver to the Trustee (a) an opinion of counsel to the effect
that the deposit and related defeasance would not cause the holders of the
Senior Notes to recognize income, gain or loss for federal income tax
purposes and, in the case of a discharge pursuant to clause (i) above,
accompanied by a ruling to such effect received from or published by the
United States Internal Revenue Service and (b) an officers' certificate
and an opinion of counsel to the effect that all conditions precedent to
the defeasance have been complied with.

REPORTS TO HOLDERS OF THE SENIOR NOTES

     So long as the Company is subject to the periodic reporting
requirements of the 1934 Act it will continue to furnish the information
required thereby to the Securities Exchange Commission and to the holders
of the Senior Notes.  The Indenture provides that even if the Company is
entitled under the 1934 Act not to furnish such

                                   -14-


information to the Commission or to the holders of the Senior Notes, it
will nonetheless continue to furnish such information to the Commission
and the Trustee and make available to the holders of the Senior Notes as
if it were subject to such periodic, reporting requirements.

     In addition, the Company has agreed that, for as long as any Senior
Notes remain outstanding, it will furnish to holders and to beneficial
owners of Securities and to prospective purchasers of Senior Notes that
are designated by holders, upon their request, the information required to
be delivered pursuant to Rule 144(A)(d)(4) under the Securities Act of
1933 as amended.

NO PERSONAL LIABILITY OF SHAREHOLDERS, OFFICERS, DIRECTORS, AND EMPLOYEES

     No shareholder, officer, director, or employee, as such, past,
present, or future of the Company or any successor corporation shall have
any personal liability in respect of the Company's obligations under the
Indenture or the Senior Notes by reason of his or its status as such
shareholder, officer, director, or employee.

AMENDMENTS

     The Company, when duly authorized by resolution of its Board of
Directors, and the Trustee may amend the Indenture or the Senior Notes
without the consent of any Holder: (a) to cure any ambiguity, defect or
inconsistency with any other provision of the Indenture; (b) to comply
with the Change in Control provisions of the Indenture; (c) to secure the
Senior Notes; (d) to make any change that does not adversely affect the
legal rights under the Indenture of any Holder; or (e) to comply with the
requirements of the SEC in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act of 1939.

     The Company, when duly authorized by its Board of Directors, and the
Trustee may amend the Indenture or the Senior Notes with the written
consent of the Holders of at least a majority in principal amount of the
then outstanding Senior Notes.  However, without the consent of each
Holder affected, an amendment may not:  (a) reduce the amount of Senior
Notes whose holders must consent to an amendment; (b) reduce the rate of
or change the time for payment of interest, including defaulted interest,
on any Senior Note; (c) reduce the principal of or change the fixed
maturity of any Senior Note, or change the date on which any Senior Note
may be subject to the redemption or reduce the redemption price therefor;
(d) make any Senior Note payable in currency other than that stated in the
Senior Note; (e) make any change to the Indenture provisions relating to
waiver of defaults, rights of Holders to receive payment, or amendments to
the Indenture; (f) make any change in the ranking of the Senior Notes with
respect to any other obligation of the Company in a way that adversely
affects the rights of any Holder; or (g) waive a Default in the payment of
the principal of, and interest on, any Senior Note.

CERTAIN INDENTURE DEFINITIONS

     Set forth is a summary of certain of the defined terms used in the
Indenture.

     "ADDITIONAL ASSETS" means any Property or assets substantially
related to the Company's primary business.

     "AFFILIATE" means, with respect to any referenced Person, a Person
(i) which directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under direct or indirect common
control with, such

                                   -15-


referenced Person, (ii) which directly or indirectly through one or more
intermediaries beneficially owns or holds 5% or more of the combined
voting power of the total Voting Stock of such referenced Person or (iii)
of which 5% or more of the combined voting power of the total Voting Stock
(or in the case of a Person which is not a corporation, 5% or more of the
equity interest) directly or indirectly through one or more intermediaries
is beneficially owned or held by such referenced Person, or a Subsidiary
of such referenced Person.  For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to
any Person, shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by
agreement or otherwise; PROVIDED, HOWEVER, that beneficial ownership of 5%
or more of the voting securities of another person, shall be deemed to be
control.  When used herein without reference to any Person, Affiliate
means an Affiliate of the Company.

     "ASSET SALE" means the sale or other disposition, in a transaction
which is not a Sale and Leaseback Transaction permitted under the terms of
the Indenture, by the Company or any of its Subsidiaries to any Person
other than the Company or another of its Subsidiaries of (i) any of the
Capital Stock of any of the Subsidiaries of the Company or (ii) any other
assets of the Company or any other assets of its Subsidiaries outside the
ordinary course of business of the Company or such Subsidiary.

     "AVERAGE LIFE" means, as of the date of determination, with respect
to any debt security, the quotient obtained by dividing (i) the sum of the
products of (x) the numbers of years from the date of determination to the
dates of each successive scheduled principal payment of such debt security
multiplied by (y) the amount of such principal payment by (ii) the sum of
all such principal payments.

     "BANK CREDIT AGREEMENT" means either the (i) Amended and Restated
Credit Agreement dated as of June 15, 1995 among the Company, Bankers
Trust Company, for itself and as Agent, and the other financial
institutions party thereto, (ii) the Alternative Credit Documents, if the
Company has made the election provided for in Section 6.01(a)(ii) of the
Plan, or (iii) any successor agreement, together with documents related
thereto, including, without limitation, any security agreements, pledge
agreements, mortgages or guarantees in each case as such agreements may be
amended, restated, supplemented or otherwise modified from time to time
and includes any agreement renewing, extending the maturity of,
refinancing (including by way of placement or issuance of notes) or
restructuring (including the inclusion of additional borrowers, guarantors
or lenders) all or any portion of the Indebtedness under such agreements.

     "BANKRUPTCY CODE" means Title 11 of the United States Code, as from
time to time in effect.

     "BORROWING SUBSIDIARY" means any direct or indirect wholly-owned
Subsidiary of the Company which is permitted to incur Indebtedness under
the terms of the Indenture pursuant to the "Limitations on Indebtedness
and Preferred Stock of Subsidiaries (other than Non-Borrowing
Subsidiaries)" and which is primarily engaged in any business in which a
supermarket chain is at the time engaged or any related business or in any
business in which the Company is engaged on the issue date of the Senior
Notes.

     "CAPITAL STOCK" means, with respect to any Person, any and all
shares, interests, participations, rights in or other equivalents (however
designated) of such Person's capital stock, including, without limitations,
preferred

                                     -16-



or preference stock, and any rights (other than debt securities convertible
into capital stock), warrants or options exchangeable for or convertible into
such capital stock.

     "CAPITALIZED LEASE OBLIGATIONS" means, at the time any determination
thereof is made, as to any Person, the obligation of such Person to pay
rent or other amounts under a lease of (or other agreement conveying the
right to use) real or personal Property which obligation is required to be
classified and accounted for as a capital lease obligation on a balance
sheet of such Person under GAAP and, for purposes of the Indenture, the
amount of such obligation at any date shall be the outstanding amount
thereof at such date, determined in accordance with GAAP.

     "CHANGE OF CONTROL" means the occurrence of any of the following
events: (a) any Person or Persons acting together which would constitute a
"group" (a "Group") for purposes of Section 13(d) of the Exchange Act, or
any successor provision thereto, together with any Affiliates thereof
(other than a Permitted Holder or Permitted Holders), is or becomes the
beneficial owner of more than 50% of the total Voting Stock of the
Company; (b) the Company consolidates with, or merges into, another Person
or sells, assigns, conveys, transfers, leases or otherwise disposes of all
or substantially all of its assets to any Person in one transaction or a
series of related transactions, or any Person consolidates with, or merges
with or into, the Company, in any such event pursuant to a transaction in
which the outstanding Voting Stock of the Company is converted into or
exchanged for cash, securities (other than Voting Stock) or other property
with the effect that any Person or Group (other than a Permitted Holder or
Permitted Holders) becomes the beneficial owner of more than 50% of the
total Voting Stock of the Company or any successor corporation or
securities representing more than 50% of the total Voting Stock of the
Company or any successor corporation; (c) during any one consecutive two-
year period, commencing as of the date of the Indenture, individuals who
at the beginning of such period constituted the Board of Directors of the
Company (together with any new directors whose election by such Board or
whose nomination for election by the stockholders of the Company was
approved by a vote of 66 2/3% of the directors then still in office who were
either directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason
(other than death or disability) to constitute a majority of the Board of
Directors of the Company then in office; (d) any order, judgment or decree
shall be entered against the Company decreeing the dissolution or split-up
of the Company and such order shall remain undischarged or unstayed for a
period in excess of 60 days; PROVIDED, HOWEVER, that none of the events
described in the foregoing clauses (a) through (d) shall constitute a
"Change of Control" unless Standard & Poor's Corporation or Moody's
Investors Service, Inc. shall within 180 days after the occurrence of such
event (such 180-day period to be extended by that number of days, not
exceeding 45 days, during which the Securities shall have been placed
after the date of such event on credit watch with negative implications
status) have downgraded the rating assigned by such agency to the Senior
Notes on the date of such event.

     "CONSOLIDATED INTEREST COVERAGE RATIO" means, with respect to the
Company for any period, the ratio of (i) the aggregate amount of
Consolidated Operating Income of the Company for the four consecutive
fiscal quarters for which financial information in respect thereof is
available immediately prior to the Transaction Date to (ii) the aggregate
amount of Consolidated Interest Expense of the Company for the four
consecutive fiscal quarters for which financial information in respect
thereof is available immediately prior to the Transaction Date; PROVIDED,
HOWEVER, that, for purposes of calculating the Consolidated Interest
Coverage Ratio of the Company, (a) Consolidated Operating Income shall be
calculated on the basis of the first-in, first-out method of inventory
valuation, as determined in accordance with GAAP, (b) the Consolidated
Operating Income and Consolidated

                                   -17-


Interest Expense of the Company shall include the Consolidated Operating
Income and Consolidated Interest Expense of any Person to be acquired by
the Company or any of its Subsidiaries in connection with the transaction
giving rise to the need to calculate the Consolidated Interest Coverage
Ratio, on a pro forma basis for the four consecutive fiscal quarters for
which financial information in respect thereof is available immediately
prior to the Transaction Date and shall also include the Consolidated
Operating Income and Consolidated Interest Expense of any other Person
which has been acquired during such four consecutive fiscal quarters, on a
pro forma basis from the beginning of such four consecutive fiscal
quarters through the date first included in the Company's Consolidated
Operating Income and Consolidated Interest Expense, such pro forma
Consolidated Operating Income and Consolidated Interest Expense to be
determined on the same basis as used in determining such items for the
Company, and (c) Consolidated Interest Expense and Redeemable Dividends
shall be calculated as if (i) any Indebtedness incurred or proposed to be
incurred or issued since the beginning of the four consecutive fiscal
quarters for which financial information in respect thereof is available
immediately prior to the Transaction Date, or to be incurred or issued at
or prior to the time of the transaction giving rise to the need to
calculate the Consolidated Interest Coverage Ratio is effected (the
"Transaction Time"), had been incurred or issued as of the beginning of
such four quarter period, and (ii) any Indebtedness repaid since the
beginning of such four quarter period or to be repaid with the proceeds of
such Indebtedness or equity incurred or issued or to be incurred or issued
at or prior to the Transaction Time, had been repaid as of the beginning
of such four quarter period.  For purposes of determining the Consolidated
Interest Coverage Ratio of the Company for any period, (i) any
Indebtedness incurred or proposed to be incurred or Redeemable Stock
issued or proposed to be issued which for purposes of clause (c) above is
deemed to have been incurred or issued as of the beginning of the four
quarter period described in clause (c) which bears interest at a
fluctuating rate will be deemed to have borne interest during such four
quarter period at a rate in effect on the Transaction Date and (ii)
"Subsidiary" shall mean any Subsidiary of the Company other than any
Subsidiary (and Subsidiaries of such Subsidiary of which the Company does
not own or control, directly or indirectly, a sufficient amount of Voting
Stock in order to cause a merger of such Subsidiary into the Company or
another Subsidiary without the approval of any other holder of Voting
Stock of such Subsidiary.

     "CONSOLIDATED INTEREST EXPENSE" means, for any period, without
duplication (A) the sum of (i) the aggregate amount of interest recognized
by the Company and its Subsidiaries during such period in respect of
Indebtedness of the Company and its Subsidiaries (including, without
limitation, all interest capitalized by the Company or any of its
Subsidiaries during such period and all commissions, discounts and other
fees and charges owed by the Company and its Subsidiaries with respect to
letters of credit and bankers' acceptance financing and the net costs
associated with Interest Swap Obligations of the Company and its
Subsidiaries), (ii) to the extent any Indebtedness of any Person is
guaranteed by the Company or any of its Subsidiaries, the aggregate amount
of interest paid or accrued by such Person during such period attributable
to any such Indebtedness, and (iii) any cash Redeemable Dividend accrued
and payable, and less (B) amortization or write-off of deferred financing
costs of the Company and its Subsidiaries during such period and, to the
extent included in (A) above, any charge related to any premium or penalty
paid in connection with redeeming or retiring any Indebtedness prior to
its stated maturity and in the case of both (A) and (B) above, elimination
of intercompany accounts among the Company and its Subsidiaries and as
determined in accordance with GAAP.

     "CONSOLIDATED NET INCOME" means, for any period, the aggregate net
income of the Company and its Subsidiaries for such period on a
consolidated basis, determined in accordance with GAAP but excluding for
such purpose the impact of any Fresh Start Accounting adjustment;
PROVIDED, HOWEVER, that there shall be excluded

                                   -18-


therefrom, after giving effect to any related tax effect, (i) gains and
losses from Asset Sales or reserves relating thereto, (ii) items
classified as extraordinary or nonrecurring, including without limitation
income relating to the cancellation of indebtedness resulting from the
Restructuring, (iii) the income (or loss) of any Joint Venture, except to
the extent of the amount of cash dividends or other distributions in
respect of its capital stock or interest in the Joint Venture actually
paid to, and received by, the Company or any of its Subsidiaries during
such period by such Joint Venture out of funds legally available therefor,
(iv) except to the extent includable pursuant to clause (iii), the income
(or loss) of any Person accrued or attributable to any period prior to the
date it becomes a Subsidiary of the Company or is merged into or
consolidated with the Company or any of its Subsidiaries or that Person's
assets (or a portion thereof) are acquired by the Company or any of its
Subsidiaries and (v) the cumulative effect of changes in accounting
principles in the year of adoption of such change.

     "CONSOLIDATED OPERATING INCOME" means, with respect to the Company
for any period, the Consolidated Net Income of the Company and its
Subsidiaries for such period (A) increased by the sum of (i) Consolidated
Interest Expense of the Company for such period, (ii) income tax expense
of the Company and its Subsidiaries, on a consolidated basis, for such
period (after giving effect to any income tax expense adjustments made in
arriving at Consolidated Net Income), (iii) depreciation expense of the
Company and its Subsidiaries, on a consolidated basis, for such period,
(iv) amortization expense of the Company and its Subsidiaries, on a
consolidated basis, for such period, (v) amortization or write-off of
deferred financing costs of the Company and its Subsidiaries, on a
consolidated basis, for such period and (vi) other non-cash items, but
only to the extent the items referred to in subclauses (i) through (vi) of
this clause (A) reduced such Consolidated Net Income and (B) decreased by
the sum of (i) non-cash items increasing such Consolidated Net Income and
(ii) any revenues received or accrued by the Company or any of its
Subsidiaries from any Person (other than the Company or any of its
Subsidiaries) in respect of any Investment for such period (other than
revenue from any Qualified Investment), but only to the extent that
subclauses (i) and (ii) of this clause (B) increase such Consolidated Net
Income, all as determined in accordance with GAAP.

     "DEFAULT" means an event or condition that is, or with the lapse of
time or the giving of notice or both, would become, an Event of Default as
set forth in "Events of Default."

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     "FAIR MARKET VALUE" means, with respect to any Asset Sale of any non-
cash consideration received by or transferred to any Person, the sale
value that would be obtained in an arm's length transaction between an
informed and willing seller under no compulsion to sell and an informed
and willing buyer, as determined in good faith by the Board of Directors
of the Company.

     "FRESH START ACCOUNTING" means Fresh Start Accounting as described in
Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code" (Am. Inst. of Certified Public
Accountants 1990), as then in effect, or such comparable statement then in
effect.

     "GAAP" means, at any particular time, generally accepted accounting
principles as in effect in the United States of America at such time.

                                   -19-



     "GUARANTEE" means any direct or indirect obligation, contingent or
otherwise, of a Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other Person in any manner.

     "INDEBTEDNESS," as applied to any Person, means, without duplication,
(i) any obligation, contingent or otherwise, for borrowed money (whether
or not the recourse of the lender is to the whole of the assets of such
Person or only to a portion thereof), (ii) any obligation owed for all or
any part of the purchase price of Property or other assets or for the cost
of Property or other assets constructed or of improvements thereto
(including any obligation under or in connection with any letter of credit
related thereto), other than accounts payable included in current
liabilities incurred in respect of Property and services purchased in the
ordinary course of business which are not overdue by more than 90 days,
according to the terms of sale, unless being contested or negotiated in
good faith, (iii) any obligation of a Person under or in connection with
any letter of credit issued for the account of such Person, and all drafts
drawn, or demands for payment honored, thereunder, (iv) any obligation,
contingent or otherwise, as set forth in subclauses (i) and (ii) of this
definition, secured by any Lien in respect of Property even though the
Person owning the Property has not assumed or become liable for payment of
such obligation, (v) any Capitalized Lease Obligation, (vi) any note
payable, bond, debenture, draft accepted or similar instrument
representing an extension of credit (other than extensions of credit for
Property and services purchased in the ordinary course of business which
are not overdue by more than 90 days, according to the terms of sale,
unless being contested or negotiated in good faith), whether or not
representing an obligation for borrowed money, (vii) the maximum fixed
repurchase price of any Redeemable Stock, (viii) any obligations of such
Person in respect of Interest Swap Obligations and (ix) any Guarantees and
any obligation which is in economic effect a Guarantee, regardless of its
characterization, with respect to Indebtedness (of a kind otherwise
described in this definition) of another Person.  For purposes of the
preceding sentence, the maximum fixed repurchase price of any Redeemable
Stock which does not have a fixed repurchase price shall be calculated in
accordance with the terms of such Redeemable Stock as if such Redeemable
Stock were repurchased on any date on which Indebtedness shall be required
to be determined pursuant to the Indenture. The amount of Indebtedness of
any Person at any date shall be the outstanding balance at such date of
all unconditional obligations as described above and the maximum liability
of any such contingent obligations at such date.

     "INTEREST SWAP OBLIGATIONS" means the obligations of any Person
pursuant to any interest rate swap agreement, interest rate cap, collar or
floor agreement or other similar agreement or arrangement.

     "INVESTMENT" means, with respect to any Person (such Person being
referred to in this definition as the "Investor"), (i) any amount paid by
the Investor, directly or indirectly, or any transfer of Property by the
Investor, directly or indirectly (such amount to be the Fair Market Value
of such Property at the time of transfer by the Investor), to any other
Person for Capital Stock of, or as a capital contribution to, any other
Person; (ii) any direct or indirect loan or advance to any other Person
(other than accounts receivable of such Investor arising in the ordinary
course of business); and (iii) Guarantees of the Indebtedness of another
Person.

     "JOINT VENTURE" means any Person (other than a Subsidiary of the
Company) in which any Person other than the Company or any of its
Subsidiaries has a joint or shared equity interest with the Company or any
of its Subsidiaries.

     "LIEN" means any mortgage, lien (statutory or other), charge, pledge,
hypothecation, conditional sales agreement, adverse claim, title retention
agreement or other security interest, encumbrance or title defect in or

                                   -20-


on, or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale, trust
receipt or other title retention agreement with respect to, any Property
or asset of such Person.

     "MATERIAL ACQUISITION" means any merger, consolidation, acquisition
or lease of assets, acquisition of securities or other business
combination or acquisition, or any two or more such transactions if part
of a common plan to acquire a business or group of businesses, if the
assets thus acquired in the aggregate would have constituted a Material
Subsidiary if they had been acquired as a Subsidiary, based upon the
consolidated financial statements of the Company and its Subsidiaries for
the most recent fiscal year for which financial statements are available.

     "MATERIAL SUBSIDIARY" means, with respect to the Company, at any
time, each existing Subsidiary and each Subsidiary hereafter acquired or
formed which (i) for the most recent fiscal year of the Company for which
financial statements are available accounted for more than 10% of the
consolidated revenues of the Company and its Subsidiaries or (ii) as at
the end of such fiscal year, was the owner (beneficial or otherwise) of
more than 10% of the consolidated assets of the Company and its
Subsidiaries, all as shown on the consolidated financial statements of the
Company and its Subsidiaries for such fiscal year.

     "NET PROCEEDS" means, with respect to an Asset Sale by the Company or
any of its Subsidiaries, (i) the gross proceeds received by the Company or
its Subsidiary in connection with such Asset Sale (the amount of any non-
cash consideration received as proceeds to be the Fair Market Value of
such consideration, provided that liabilities assumed by the buyer shall
not be deemed proceeds received by the Company or its Subsidiary), minus
(ii) the sum of (a) reasonable fees and expenses incurred by the Company
or such Subsidiary in connection with such Asset Sale, including any tax
on income resulting from the gain realized from such Asset Sale, (b)
payments made with respect to liabilities associated with the assets which
are the subject of the Asset Sale, including without limitation, trade
payables and other accrued liabilities, and payments made to retire
Indebtedness where the assets disposed of in such Asset Sale constituted
security for or had been pledged to secure such Indebtedness and payment
of such Indebtedness is required in connection with such Asset Sale and
(c) appropriate amounts to be provided by the Company or any Subsidiary
thereof, as the case may be, as a reserve, in accordance with GAAP,
against any liabilities associated with such assets and retained by the
Company or any Subsidiary thereof, as the case may be, after such Asset
Sale, including, without limitation, liabilities under any indemnification
obligations and severance and other employee termination costs associated
with such Asset Sale.

     "NON-BORROWING SUBSIDIARY" means any direct or indirect wholly-owned
Subsidiary of the Company which (i) is not permitted to incur Indebtedness
and does not at any time, in the present or the future, have outstanding
Indebtedness and (ii) is not permitted to issue preferred or preference
stock, pursuant to its certificate of incorporation or otherwise, and does
not at any time, in the present or the future, have outstanding preferred
or preference stock.

     "PERMITTED HOLDERS" means any Person which directly or indirectly
through one or more intermediaries beneficially owns or holds or is
entitled to receive on the Issue Date 20% or more of the combined voting
power of the Voting Stock of the Company, or any Affiliate of any such
Person.

                                   -21-


     "PERSON" means any individual, corporation, limited or general
partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.

     "PLAN" means the plan of reorganization of the Company, as confirmed
by the United States Bankruptcy Court for the District of Delaware on May
31, 1995.

     "PROPERTY" means any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.

     "QUALIFIED INVESTMENT" means the following kinds of instruments if,
on the date of purchase or other acquisition of any such instrument by the
Company or any Subsidiary the remaining term to maturity thereof is not
more than one year: (i) obligations issued or unconditionally guaranteed
as to principal and interest by the United States of America or by any
agency or authority controlled or supervised by and acting as an
instrumentality of the United States of America; (ii) obligations
(including, but not limited to, demand or time deposits, bankers'
acceptances and certificates of deposit) issued by (a) a depository
institution or trust company incorporated under the laws of the United
States of America, any state thereof or the District of Columbia, or (b) a
branch office or agency located in the United States of any foreign
depository institution and guaranteed by a U.S. trust company or
depository, provided that such U.S. trust company or depository has, at
the time of the Company's or any Subsidiary's investment therein or
contractual commitment providing for such investment, capital, surplus and
undivided profits (as of the date of such institution's most recently
published financial statements) in excess of $100 million and the long-
term unsecured debt obligations (other than such obligations rated on the
basis of the credit of a person or entity other than such institution) of
such institution, at the time of the Company's or any Subsidiary's
investment therein or contractual commitment providing for such
investment, is rated at least A-1 by Standard & Poor's Corporation or A3
by Moody's Investors Service, Inc.; and (iii) debt obligations (including,
but not limited to, commercial paper and medium-term notes) issued or
unconditionally guaranteed as to principal and interest by any
corporation, state or municipal government or agency or instrumentality
thereof, or foreign sovereignty if the commercial paper of such
corporation, state or municipal government or foreign sovereignty has, at
the time of the Company's or any Subsidiary's investment therein or
contractual commitment providing for such investment, credit ratings of A-
1 by Standard & Poor's Corporation, or P-1 by Moody's Investors Service,
Inc., or the debt obligations of such corporation, state or municipal
government or foreign sovereignty, at the time of the Company's or any
Subsidiary's investment therein or contractual commitment providing for
such investment, have credit ratings of at least A-1 by Standard & Poor's
Corporation or A3 by Moody's Investors Service, Inc.

     "REDEEMABLE DIVIDEND" means, for any dividend payable with regard to
Redeemable Stock, the quotient of the dividend divided by the difference
between one and the maximum statutory federal income tax rate (expressed
as a decimal number between 1 and 0) then applicable to the issuer of such
Redeemable Stock.

     "REDEEMABLE STOCK" means, with respect to any Person, any equity
security that by its terms or otherwise is required to be redeemed or is
redeemable at the option of the holder thereof at any time prior to the
maturity of the Senior Notes.

                                   -22-


     "RESTRICTED PAYMENT" means (i) a dividend or other distribution
declared and paid on the Capital Stock of the Company to its stockholders
(in their capacity as such), other than dividends or distributions
consisting of shares of the Company's Capital Stock (or rights or warrants
to subscribe for or purchase shares of such Capital Stock), (ii) a payment
made by the Company or any Subsidiary to purchase, redeem, acquire or
retire any Capital Stock of the Company (or rights or warrants to
subscribe for or purchase shares of such Capital Stock), (iii) a payment
made by the Company or any Subsidiary to acquire, retire or redeem any
debt of or equity interest in any Affiliate of the Company or any of its
Subsidiaries, (iv) any other Investment in any Affiliate of the Company or
any of its Subsidiaries (other than in any Non-Borrowing Subsidiary) or
(v) a payment made in purchase, redemption, defeasance or other
acquisition or retirement for value of Subordinated Debt.  For purposes of
the Indenture, a guarantee of Indebtedness of the Company by a Subsidiary
of the Company required by the Bank Credit Agreement shall not be deemed a
restricted payment.

     "RESTRUCTURING" means the restructuring of the Company's debt and
equity capitalization pursuant to the Plan.

     "REVOLVING CREDIT FACILITY" means (i) the revolving credit facility
(or any similar facility) available under the Bankers Trust Bank Credit
Agreement, including any related letters of credit, or (ii) any other
credit facility secured by accounts receivable, inventory and proceeds
thereof.

     "SALE AND LEASEBACK TRANSACTION" means any direct or indirect
arrangement with any Person or to which such Person is a party, providing
for the leasing to the Company or a Subsidiary of any Property, whether
owned at the date of the Indenture or thereafter acquired, which has been
or is to be sold or transferred by the Company or such Subsidiary to such
Person, or to any other Person to whom funds have been or are to be
advanced by such Person, on the security of such Property.

     "SENIOR INDEBTEDNESS" means, at any date, (i) Indebtedness under the
Bank Credit Agreement and the Senior Notes including, in each case,
interest thereon accruing at the contract rate, whether or not an allowed
claim in a case under the Bankruptcy Code, and all other obligations and
indemnities owing thereunder; (ii) any renewals, extensions,
modifications, amendments or refundings of Indebtedness under the Senior
Notes; (iii) Indebtedness arising as a result of Interest Swap Obligations
of the Company or any Subsidiary; and (iv) any other Indebtedness of the
Company for money borrowed or under letters of credit, in either case
entered into in compliance with the Indenture, unless the instrument under
which such Indebtedness is created, incurred, assumed or guaranteed
expressly provides that such Indebtedness is subordinated in right of
payment to any Indebtedness.

     "SUBORDINATED DEBT" means, at any date, any Indebtedness of the
Company that is expressly subordinated in any respect in right of payment
to the Senior Notes, Indebtedness under the Bank Credit Agreement or to
any other Senior Indebtedness, including, without limitation, principal,
premium, interest, fees, indemnities and amounts in respect of claims and
rights of rescission.

     "SUBSIDIARY" means, with respect to any Person, any corporation,
association or other business entity of which securities representing more
than 50% of the combined voting power of the total Voting Stock (or in the
case of an association or other business entity which is not a
corporation, more than 50% of the equity interest) is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of

                                   -23-


that Person or a combination thereof.  When used herein without reference
to any Person, Subsidiary means a Subsidiary of the Company.

     "TRANSACTION DATE" means the date of the transaction giving rise to
the need to calculate the Consolidated Interest Coverage Ratio, provided
that if such transaction is related to or in connection with any
acquisition of any Person, the Transaction Date shall be the earlier of
(i) the date on which the Company or any of its Subsidiaries enters into
an agreement with such Person to effect such acquisition, (ii) the date on
which the Company or any of its Subsidiaries first makes a public
announcement of any offer or proposal to effect such acquisition, (iii)
the date on which the Company or any of its Subsidiaries first makes a
filing with the Securities and Exchange Commission or the Federal Trade
Commission in connection with any proposed acquisition, and (iv) the date
such acquisition is consummated, PROVIDED, HOWEVER, that if subsequent to
the occurrence of an event described in clause (i), (ii) or (iii) above or
clause (A), (B) or (C) below the Company or any of its Subsidiaries shall
amend the terms of such acquisition with respect to the consideration
payable by the Company or any of its Subsidiaries in connection with such
acquisition, the Transaction Date shall be the earlier of (A) the date on
which the Company or any of its Subsidiaries enters into a binding written
agreement with such Person to effect such acquisition on such amended
terms, (B) the date on which the Company or any of its Subsidiaries makes
a public announcement of any offer or proposal to effect such acquisition
on such amended terms and (C) the date on which the Company or any of its
Subsidiaries first makes a filing disclosing such amended terms with the
Commission or the Federal Trade Commission in connection with any proposed
acquisition.

     "VOTING STOCK" means any class or classes of Capital Stock pursuant
to which the holders thereof have the general voting power under ordinary
circumstances to vote for the election of directors, managers, or trustees
of any Person (irrespective of whether or not at the time stock of any
class or classes will have or might have voting power by the reason of the
happening of any contingency).


ITEM 2.   EXHIBITS

I.   N/A

II.  All exhibits required by Instruction 2 to Item 2 will be supplied to
the New York Stock Exchange.

                                     -24-


                                 SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.

                                          THE GRAND UNION COMPANY


Date  September 1, 1995                   By     /S/ KENNETH R. BAUM
                                             --------------------------------
                                             Name:  Kenneth R. Baum
                                             Title: Senior Vice President,
                                                    Chief Financial Officer
                                                    and Secretary

                                   -25-