Exhibit 2


                                           For further information:

                                           Analysts/Investors:
                                           Jeffrey P. Freimark
                                           Executive Vice President and CFO
                                           (973) 890-6340

                                           Media:
                                           Donald C.Vaillancourt
                                           Corporate Vice President
                                           (973) 890-6100

FOR IMMEDIATE RELEASE
- ---------------------

                         GRAND UNION BOARD OF DIRECTORS
                         ADOPTS STOCKHOLDER RIGHTS PLAN

                  WAYNE, NJ, April 29,1999 - The Grand Union Company
(GUCO-NASDAQ) announced today that its Board of Directors has adopted a
Stockholder Rights Plan ("Plan") designed to protect company stockholders in the
event of takeover activity that would deny them the full value of their
investment.

                  Terms of the Plan provide for a dividend distribution of one
right for each share of Common Stock of the Company to holders of record at the
close of business on May 10, 1999. The rights will become exercisable only in
the event, with certain exceptions, a person or group of affiliated or
associated persons accumulates 15 percent or more of the Company's voting stock,
or if a person or group announces an offer to acquire 15 percent or more. The
rights will expire on April 29, 2001. Each right will entitle the holder to buy
one one-thousandth of a share of a new series of preferred stock at a price of
$35 per share. In addition, upon the occurrence of certain events, holders of
the rights would be entitled to purchase either Company stock or shares in an
"acquiring entity" at half of market value. Further, at any time after a person
or group acquires 15% or more (but less than 50%) of the Company's outstanding
voting stock, the Board of Directors may, at its option, exchange part or all of
the Rights (other than Rights held by the acquiring person or group, which would
become void) for that number of shares of the company's common stock having a
fair market value on the date of such acquisition equal to the excess of (i) the
value of the shares of preferred stock issuable upon exercise of the Rights in
the event of such acquisition over (ii) the exercise price of the Rights.

                  The Company generally will be entitled to redeem the rights at
$.001 per right at any time prior to the time there has been a public
announcement of the acquisition of a 15 percent position in its voting stock.

                  Commenting on the Plan, J. Wayne Harris, Chairman of the Board
and Chief Executive Officer, said, "The Board of Directors is not aware of any
effort, hostile or otherwise, to acquire control of the Company. The Board



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believes that the Plan represents a sound and reasonable means of safeguarding
the interest of stockholders. The Plan seeks to ensure that stockholders realize
the long-term value of their investment. The Plan should encourage anyone
seeking to acquire the Company to treat all stockholders equally and to
negotiate with the Board prior to a takeover attempt."














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