================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            ________________________

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

                               Delaware 22-1518276
                  (State or other jurisdiction (I.R.S. employer
            of incorporation or organization) identification number)


               (Address of principal executive offices; zip code)
                            ________________________

                          Associate Stock Purchase Plan
                            (Full title of the plan)

                                 Glenn J. Smith, Esq.
                             The Grand Union Company
               201 Willowbrook Boulevard, Wayne, New Jersey 07470
                                 (973) 890-6000
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                             John D. Schupper, Esq.
                Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (201) 992-8700
                            ________________________


                         Calculation of Registration Fee
--------------------------------------------------------------------------------
                                    Proposed        Proposed
                                    Maximum         Maximum
   Title of          Amount         Offering        Aggregate     Amount of
Securities to        to be          Price           Offering      Registration
be Registered       Registered      per Share (2)   Price (2)     Fee
--------------------------------------------------------------------------------
Common Stock, 
par value $.01      1,000,000
per share            shares (1)       $1.60         $1,600,000   $484.85
--------------------------------------------------------------------------------

(1) Plus such additional shares of Common Stock as  may  be issuable pursuant to
the anti-dilution  provisions of the Company's  Associate  Stock  Purchase Plan,
as described more fully herein.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule  457(c) and (h) of the  Securities  Act of 1933,  based upon a
price of $1.60 per  share,  which  was the  average  of the bid and asked  sales
prices  of the  Common  Stock as  reported  on the  Nasdaq  SmallCap  Market  on
September 24, 1997.

<PAGE>
           PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  documents  containing  the  information  specified  in  Part I of this
Registration Statement,  which together constitute the prospectus to be used for
offers  of up to  1,000,000  shares of common  stock,  par value  $.01 per share
("Common Stock"),  of The Grand Union Company (the "Company") in connection with
the Company's Associate Stock Purchase Plan (the "Plan"),  will be sent or given
to such persons as specified by Rule 428 (b)(1). Such documents are not required
to be and are not  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or  prospectus  supplements  pursuant  to  Rule  424.  These  documents  and the
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that
meets the  requirements  of  Section  10(a) of the  Securities  Act of 1933,  as
amended (the "Securities Act").


<PAGE>
                                      II-6

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following  documents  filed by The Grand Union Company (the  "Company")
with the Securities and Exchange  Commission (the "Commission") are incorporated
by reference in this Registration Statement:

     (i) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
March 29, 1997;

     (ii) The Company's  Quarterly Report on Form 10-Q for the period ended July
19, 1997;

     (iii) The  Company's  Current  Reports on Form 8-K,  dated  June 17,  1997,
August 13, 1997 and September 4, 1997, respectively.

     (iv)  The  description  of the  Company's  Common  Stock  contained  in the
Company's  Registration  Statement on Form 8-A including any amendment or report
filed for the purpose of updating such information.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act"),  after the date of this  Registration
Statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement which indicates that all securities  offered hereby have
been sold or which  de-registers  all securities then remaining  unsold shall be
deemed to be incorporated by reference into this  Registration  Statement and to
be a part hereof from their respective dates of filing (such documents,  and the
documents  enumerated  above,  being  hereinafter  referred to as  "Incorporated
Documents").  Any  statement  contained in any  Incorporated  Document  shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

     Article  Fifth,  paragraph  3 of  the  Company's  Restated  Certificate  of
Incorporation,   as  amended   ("Certificate  of  Incorporation")   and  certain
indemnification  agreements  entered  into  between  the Company and each of its
officers and directors,  provide that the Company  shall,  to the maximum extent
permitted  from time to time under the General  Corporation  Law of the State of
Delaware (the "GCL"),  indemnify each person  (including  the heirs,  executors,
administrators  and  other  personal  representatives  of such  person)  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement,  actually and reasonably  incurred by such person in connection with
any  threatened,  pending or actual suit,  action or proceeding  (whether civil,
criminal,  administrative or investigative in nature or otherwise) in which such
person may be involved by reason of the fact that he or she is or was a director
or officer of the Company or is serving any other incorporated or unincorporated
enterprise in any of such capacities at the request of the Company.

     Section   145  of  the  GCL   permits  a   corporation,   under   specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorney's fees),  judgments,  penalties,  fines and amounts
paid in settlements  actually and reasonably incurred by them in connection with
any action,  suit or  proceeding  brought by third parties by reason of the fact
that  they  were  or  are  directors,  officers,  employees  or  agents  of  the
corporation,  if such  directors,  officers,  employees  or agents acted in good
faith and in a manner  they  reasonably  believed to be in or not opposed to the
best interests of the  corporation  and, with respect to any criminal  action or
proceeding, had no reason to believe their conduct was unlawful. In a derivative
action, i.e., one by or in the right of the corporation,  indemnification may be
made only for expenses actually and reasonably incurred by directors,  officers,
employees or agents in connection with the defense or settlement of an action or
suit,  and only with  respect  to a matter as to which  they shall have acted in
good faith and in a manner they  reasonably  believed to be in or not opposed to
the best interests of the corporation,  except that no indemnification  shall be
made if such person shall have been judged liable to the corporation  unless and
only to the extent that the court in which the action or suit was brought  shall
determine upon application that the defendant directors,  officers, employees or
agents are fairly and reasonably entitled to indemnity for such expenses despite
such adjudication of liability.

     Article  Fifth,  paragraph  4 of  the  Certificate  of  Incorporation  also
contains a provision limiting the personal liability of directors to the Company
and its shareholders  for monetary damages  resulting from breaches of fiduciary
duty as directors  except to the extent that  exculpation  from liability is not
permitted under the GCL at the time such liability is determined.

Item 7.  Exemption From Registration Claimed

     Not applicable.

Item 8.  Exhibits

     The Exhibits  accompanying  this  Registration  Statement are listed on the
accompanying Exhibit Index.

Item 9.  Undertakings

     (a) The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
Securities Act of 1933;

          (ii) To reflect in the prospectus any acts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

          (iii) To include any material  information with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such  information in the  registration  statement;  provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Wayne, State of New Jersey, on October 1, 1997.


                                       THE GRAND UNION COMPANY



                                        By:  /S/Jeffrey P. Freimark
                                             _______________________________
                                             Jeffrey P. Freimark, Executive 
                                             Vice President and Chief Financial 
                                             and Administrative Officer

     Pursuant  to  the   requirement  of  the  Securities  Act  of  1933,   this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated  on  October  1,  1997.  Each  of the  undersigned  hereby
constitutes  and  appoints  J. Wayne  Harris,  Jeffrey P.  Freimark  and Francis
Nicastro  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the Company's  Associate  Stock  Purchase Plan and to file the same,
together with all exhibits thereto and other documents in connection  therewith,
with the  Securities  and Exchange  Commission  and such other state and federal
government  commissions and agencies as may be necessary or advisable,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents or any of them or his  substitute or  substitutes,
may lawfully do or cause to be done by virtue hereof.

          Signature                                       Capacity


       /s/J. Wayne Harris
       _________________________             Director, Chairman and Chief 
       J. Wayne Harris                       Executive Officer (Principal 
                                             Executive Officer)


       /s/Roger E. Strangeland
       __________________________            Director, Chairman Emeritus
       Roger E. Stangeland


       /s/James J. Costello
       __________________________            Director
       James J. Costello


       /s/Clifford A. Miller
       __________________________            Director
       Clifford A. Miller


       /s/Geoffrey T. Moore
       __________________________            Director
       Geoffrey T. Moore


<PAGE>

        /s/J. Richard Stonesifter
        __________________________           Director
        J. Richard Stonesifer


        /s/Jeffrey P. Freimark
        __________________________           Executive Vice President, Chief 
        Jeffrey P. Freimark                  Financial and Administrative 
                                             Officer (Principal Accounting and
                                             Principal Financial Officer)


<PAGE>
                                  EXHIBIT INDEX


  Exhibit
  Number                    Description                              Page No.

    4.1      Certificate  of  Incorporation  of The Grand  Union
             Company  (filed as  Exhibit  3.1 to the Company's
             Annual  Report on Form 10-K for the fiscal  year 
             ended  March 29,  1997 (File No. 0-26602) and 
             incorporated herein by reference).

    4.2      Certificate of Designation of Class A Convertible 
             Preferred Stock (filed as Exhibit 10.4 to the 
             Company's  Quarterly Report on Form 10-Q for the 
             period ended October 12, 1996 (File No. 0-26602) 
             and incorporated herein by reference).

    4.3      Certificate of Designation of Class B Convertible
             Preferred  Stock (filed as Exhibit 3.3 to the 
             Company's  Annual Report on Form 10-K for the 
             fiscal year ended March 29, 1997 (File No.
             O-26602) herein and incorporated herein by 
             reference).

    4.4      By-laws of The Grand Union Company (filed as 
             Exhibit 3.1 to the Company's  Quarterly Report
             on Form 10-Q for period ended October 12, 
             1996 (File No.  O-26602) and  incorporated  
             herein by reference).

    5.1      Opinion of Lowenstein, Sandler, Kohl, 
             Fisher & Boylan, P.A.

   23.1      Consent of Price Waterhouse LLP 

   23.2      Consent of Lowenstein, Sandler, Kohl, 
             Fisher & Boylan, P.A. (contained in 
             Exhibit 5.1).

   24.1      Power of Attorney (included in signature page)

   99.1      Associate Stock Purchase Plan
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19419}]
{"company-data": {"conformed-name": "GRAND UNION CO /DE/", "cik": "0000316236", "assigned-sic": "5411", "irs-number": "251518276", "state-of-incorporation": "DE", "fiscal-year-end": "0325"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36915", "film-number": "97689351"}, "business-address": {"street1": "201 WILLOWBROOK BLVD", "city": "WAYNE", "state": "NJ", "zip": "07470-0966", "phone": "2018906000"}, "mail-address": {"street1": "201 WILLOWBROOK BLVD", "city": "WAYNE", "state": "NJ", "zip": "07470"}, "former-company": {"former-conformed-name": "SUCCESSOR TO GRAND UNION CO/VA/", "date-changed": "19600201"}}
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            ________________________

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

                               Delaware 22-1518276
                  (State or other jurisdiction (I.R.S. employer
            of incorporation or organization) identification number)

               (Address of principal executive offices; zip code)
                            ________________________

                          Associate Stock Purchase Plan
                            (Full title of the plan)

                                 Glenn J. Smith, Esq.
                             The Grand Union Company
               201 Willowbrook Boulevard, Wayne, New Jersey 07470
                                 (973) 890-6000
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                             John D. Schupper, Esq.
                Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (201) 992-8700
                            ________________________

                         Calculation of Registration Fee
--------------------------------------------------------------------------------
                                    Proposed        Proposed
                                    Maximum         Maximum
   Title of          Amount         Offering        Aggregate     Amount of
Securities to        to be          Price           Offering      Registration
be Registered       Registered      per Share (2)   Price (2)     Fee
--------------------------------------------------------------------------------
Common Stock, 
par value $.01      1,000,000
per share            shares (1)       $1.60         $1,600,000   $484.85
--------------------------------------------------------------------------------

(1) Plus such additional shares of Common Stock as  may  be issuable pursuant to
the anti-dilution  provisions of the Company's  Associate  Stock  Purchase Plan,
as described more fully herein.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule  457(c) and (h) of the  Securities  Act of 1933,  based upon a
price of $1.60 per  share,  which  was the  average  of the bid and asked  sales
prices  of the  Common  Stock as  reported  on the  Nasdaq  SmallCap  Market  on
September 24, 1997.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  documents  containing  the  information  specified  in  Part I of this
Registration Statement,  which together constitute the prospectus to be used for
offers  of up to  1,000,000  shares of common  stock,  par value  $.01 per share
("Common Stock"),  of The Grand Union Company (the "Company") in connection with
the Company's Associate Stock Purchase Plan (the "Plan"),  will be sent or given
to such persons as specified by Rule 428 (b)(1). Such documents are not required
to be and are not  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or  prospectus  supplements  pursuant  to  Rule  424.  These  documents  and the
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that
meets the  requirements  of  Section  10(a) of the  Securities  Act of 1933,  as
amended (the "Securities Act").
II-6

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following  documents  filed by The Grand Union Company (the  "Company")
with the Securities and Exchange  Commission (the "Commission") are incorporated
by reference in this Registration Statement:

     (i) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
March 29, 1997;

     (ii) The Company's  Quarterly Report on Form 10-Q for the period ended July
19, 1997;

     (iii) The  Company's  Current  Reports on Form 8-K,  dated  June 17,  1997,
August 13, 1997 and September 4, 1997, respectively.

     (iv)  The  description  of the  Company's  Common  Stock  contained  in the
Company's  Registration  Statement on Form 8-A including any amendment or report
filed for the purpose of updating such information.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act"),  after the date of this  Registration
Statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement which indicates that all securities  offered hereby have
been sold or which  de-registers  all securities then remaining  unsold shall be
deemed to be incorporated by reference into this  Registration  Statement and to
be a part hereof from their respective dates of filing (such documents,  and the
documents  enumerated  above,  being  hereinafter  referred to as  "Incorporated
Documents").  Any  statement  contained in any  Incorporated  Document  shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

     Article  Fifth,  paragraph  3 of  the  Company's  Restated  Certificate  of
Incorporation,   as  amended   ("Certificate  of  Incorporation")   and  certain
indemnification  agreements  entered  into  between  the Company and each of its
officers and directors,  provide that the Company  shall,  to the maximum extent
permitted  from time to time under the General  Corporation  Law of the State of
Delaware (the "GCL"),  indemnify each person  (including  the heirs,  executors,
administrators  and  other  personal  representatives  of such  person)  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement,  actually and reasonably  incurred by such person in connection with
any  threatened,  pending or actual suit,  action or proceeding  (whether civil,
criminal,  administrative or investigative in nature or otherwise) in which such
person may be involved by reason of the fact that he or she is or was a director
or officer of the Company or is serving any other incorporated or unincorporated
enterprise in any of such capacities at the request of the Company.

     Section   145  of  the  GCL   permits  a   corporation,   under   specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorney's fees),  judgments,  penalties,  fines and amounts
paid in settlements  actually and reasonably incurred by them in connection with
any action,  suit or  proceeding  brought by third parties by reason of the fact
that  they  were  or  are  directors,  officers,  employees  or  agents  of  the
corporation,  if such  directors,  officers,  employees  or agents acted in good
faith and in a manner  they  reasonably  believed to be in or not opposed to the
best interests of the  corporation  and, with respect to any criminal  action or
proceeding, had no reason to believe their conduct was unlawful. In a derivative
action, i.e., one by or in the right of the corporation,  indemnification may be
made only for expenses actually and reasonably incurred by directors,  officers,
employees or agents in connection with the defense or settlement of an action or
suit,  and only with  respect  to a matter as to which  they shall have acted in
good faith and in a manner they  reasonably  believed to be in or not opposed to
the best interests of the corporation,  except that no indemnification  shall be
made if such person shall have been judged liable to the corporation  unless and
only to the extent that the court in which the action or suit was brought  shall
determine upon application that the defendant directors,  officers, employees or
agents are fairly and reasonably entitled to indemnity for such expenses despite
such adjudication of liability.

     Article  Fifth,  paragraph  4 of  the  Certificate  of  Incorporation  also
contains a provision limiting the personal liability of directors to the Company
and its shareholders  for monetary damages  resulting from breaches of fiduciary
duty as directors  except to the extent that  exculpation  from liability is not
permitted under the GCL at the time such liability is determined.

Item 7.  Exemption From Registration Claimed

     Not applicable.

Item 8.  Exhibits

     The Exhibits  accompanying  this  Registration  Statement are listed on the
accompanying Exhibit Index.

Item 9.  Undertakings

     (a) The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
Securities Act of 1933;

          (ii) To reflect in the prospectus any acts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

          (iii) To include any material  information with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such  information in the  registration  statement;  provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Wayne, State of New Jersey, on October 1, 1997.

                                       THE GRAND UNION COMPANY

                                        By:  /S/Jeffrey P. Freimark
                                             _______________________________
                                             Jeffrey P. Freimark, Executive 
                                             Vice President and Chief Financial 
                                             and Administrative Officer

     Pursuant  to  the   requirement  of  the  Securities  Act  of  1933,   this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated  on  October  1,  1997.  Each  of the  undersigned  hereby
constitutes  and  appoints  J. Wayne  Harris,  Jeffrey P.  Freimark  and Francis
Nicastro  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the Company's  Associate  Stock  Purchase Plan and to file the same,
together with all exhibits thereto and other documents in connection  therewith,
with the  Securities  and Exchange  Commission  and such other state and federal
government  commissions and agencies as may be necessary or advisable,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents or any of them or his  substitute or  substitutes,
may lawfully do or cause to be done by virtue hereof.

          Signature                                       Capacity

       /s/J. Wayne Harris
       _________________________             Director, Chairman and Chief 
       J. Wayne Harris                       Executive Officer (Principal 
                                             Executive Officer)

       /s/Roger E. Strangeland
       __________________________            Director, Chairman Emeritus
       Roger E. Stangeland

       /s/James J. Costello
       __________________________            Director
       James J. Costello

       /s/Clifford A. Miller
       __________________________            Director
       Clifford A. Miller

       /s/Geoffrey T. Moore
       __________________________            Director
       Geoffrey T. Moore
/s/J. Richard Stonesifter
        __________________________           Director
        J. Richard Stonesifer

        /s/Jeffrey P. Freimark
        __________________________           Executive Vice President, Chief 
        Jeffrey P. Freimark                  Financial and Administrative 
                                             Officer (Principal Accounting and
                                             Principal Financial Officer)
EXHIBIT INDEX

  Exhibit
  Number                    Description                              Page No.

    4.1      Certificate  of  Incorporation  of The Grand  Union
             Company  (filed as  Exhibit  3.1 to the Company's
             Annual  Report on Form 10-K for the fiscal  year 
             ended  March 29,  1997 (File No. 0-26602) and 
             incorporated herein by reference).

    4.2      Certificate of Designation of Class A Convertible 
             Preferred Stock (filed as Exhibit 10.4 to the 
             Company's  Quarterly Report on Form 10-Q for the 
             period ended October 12, 1996 (File No. 0-26602) 
             and incorporated herein by reference).

    4.3      Certificate of Designation of Class B Convertible
             Preferred  Stock (filed as Exhibit 3.3 to the 
             Company's  Annual Report on Form 10-K for the 
             fiscal year ended March 29, 1997 (File No.
             O-26602) herein and incorporated herein by 
             reference).

    4.4      By-laws of The Grand Union Company (filed as 
             Exhibit 3.1 to the Company's  Quarterly Report
             on Form 10-Q for period ended October 12, 
             1996 (File No.  O-26602) and  incorporated  
             herein by reference).

    5.1      Opinion of Lowenstein, Sandler, Kohl, 
             Fisher & Boylan, P.A.

   23.1      Consent of Price Waterhouse LLP 

   23.2      Consent of Lowenstein, Sandler, Kohl, 
             Fisher & Boylan, P.A. (contained in 
             Exhibit 5.1).

   24.1      Power of Attorney (included in signature page)

   99.1      Associate Stock Purchase Plan