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 earliest event reported):  June 9, 1999
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                            Gristede's Sloan's, Inc.
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               (Exact name of Registrant as specified in charter)

                                    Delaware
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                 (State or other jurisdiction of incorporation)

         1-7013                                             13-1829183
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(Commission File Number)                       (IRS Employer Identification No.)

               823 Eleventh Avenue, New York, New York 10019-3535
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               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:   212/956-5803
                                                      ------------

                                       N/A
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         (Former name or former address, if changed since last report)




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Item 5.      Other Events

             Effective  as of May  29,  1999  the  Company  amended  its  credit
facility with a group of banks  pursuant to which,  among other things,  (a) the
revolving  credit line portion of the facility was increased from  $5,000,000 to
$14,000,000  subject  to  certain  conditions,  (b) the  maturity  dates  of the
revolving  credit line and term loan portions of the facility were each extended
to November 30, 2003, (c) the amortization  schedule of the term loans under the
facility  were  modified,  resulting  in a reduction  in the amount of principal
amortization  over the next  twelve  months  of  approximately  $2,100,000,  (d)
certain  financial  covenants  were  modified  and  (e) the  calculation  of the
applicable  margin for  determining  interest  payable on outstanding  loans was
modified.


Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits

             Exhibits.

             99.  Fifth  Amendment  to Loan  Agreement  dated as of May 29, 1999
             between the Company and certain banks (filed herewith).




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                                   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 hereunto duly authorized.


                                               GRISTEDE'S SLOAN'S, INC.



Dated:  June 15, 1999                          By: /s/ John Catsimatidis
                                                  ------------------------------
                                                   John Catsimatidis
                                                   Chairman of the Board



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