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)  SEPTEMBER 17, 1996



                               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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                                          1



ITEMS 5. OTHER EVENTS.

    On September 17, 1996, The Grand Union Company sold $40 million of a total
of $100 million of Class A 8.5%  convertible preferred stock to an investment
group consisting of Trefoil Capital Investors II, L.P., and GE Investment
Private Placement Partners II, A Limited Partnership.

ITEM 7.  EXHIBITS

99.1    The Grand Union Company's September 17, 1996 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:  October 1, 1996                      /s/ Kenneth R. Baum
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                                            Kenneth R. Baum


                                            Senior Vice President,
                                            Chief Financial Officer
                                            and Secretary (Principal
                                            Financial Officer and
                                            Principal Accounting Officer)


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EX-99.1

                                                                    EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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                   GRAND UNION SELLS $40 MILLION OF PREFERRED STOCK


    WAYNE, NJ, SEPT. 17, 1996 --- The Grand Union Company today concluded the
sale of $40 million of a total of $100 million of 8.5% Class A convertible
preferred stock to an investment group over an 18-month period. The conversion
price of the preferred stock is $7.25 per share.

    Under an agreement approved by Grand Union's Board of Directors on July 30,
the newly-issued stock is being sold to an investment group consisting of
Trefoil Capital Investors II, L.P., and GE Investment Private Placement Partners
II, A Limited Partnership. Trefoil is an affiliate of Shamrock Capital Advisors,
Inc., an investment manager organized by senior executives of Shamrock Holdings,
Inc., the investment vehicle of the Roy E. Disney family. GE Investment Private
Placement Partners II is an  investment vehicle for institutional investors and
its general partner is GE Investment Management, Inc.

    Pursuant to the agreement, the investment group will immediately purchase
$40 million of Grand Union convertible stock and will make subsequent $20
million purchases on February 25, 1997, August 25, 1997, and February 25, 1998.
Dividends are payable quarterly in cash, additional shares of convertible
preferred stock or common stock.

    Roger E. Stangeland, Chairman of the Board, said "The infusion of new
capital into our Company allows us to accelerate our capital spending program
during the next three years.  We are especially pleased by the vote of
confidence that our new investors are placing in the future of Grand Union. "

    Joseph J. McCaig, President and Chief Executive Officer, said the new
capital, together with internally generated funds, currently is expected to
allow the Company to complete approximately 78 projects over the next three
years.

    "The cornerstone of our development efforts, " Mr. McCaig said, "will be
the renovation of existing stores through our M.A.S.T.E.R.S. concept (Maximize
All



Space, Totally Expand the Right Stuff) which has proven so successful in our
test stores." The Company's three year capital plan anticipates 50
M.A.S.T.E.R.S. renovations and 28 other projects including new stores,
replacement stores and enlargements of existing stores.

    Reflecting its new equity partners, Grand Union's Board of Directors has
been reorganized. The new Board includes Mr. Stangeland, who has been asked to
continue as Chairman; Clifford A. Miller, a Senior Consultant to Shamrock
Holdings, Inc.; Geoffrey T. Moore, a Managing Director of Shamrock Capital
Advisors; James J. Costello, retired Comptroller and Chief Accounting Officer of
the General Electric Company, and J. Richard Stonesifer, retired Senior Vice
President of the General Electric Company and Chief Executive Officer of GE
Appliances.

    Continuing as Board members will be Mr. McCaig, Daniel E. Josephs, former
President and Chief Operating Officer of Dominick's Finer Foods; William G.
Kagler, former President of The Kroger Company, and David Y. Ying, a Managing
Director at Donaldson, Lufkin and Jenrette.

    The Company currently operates 228 retail food stores under the Grand Union
name in six Northeastern states. Shares of its common stock are traded on the
NASDAQ National Market under the ticker symbol GUCO.


    With the exception of historical information, the matters discussed herein
are "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risks, uncertainties and other factors which could cause actual results to
differ materially from future results expressed or implied by such forward-
looking statements. Potential risks and uncertainties include, but are not
limited to, the competitive environment in which the Company operates, the
Company's ability to complete its capital expenditure program on a timely basis
and the general economic conditions in the geographic areas in which the Company
operates.