EXHIBIT 10.4 FIRST AMENDMENT TO THE SUPPLY AND DISTRIBUTION AGREEMENT

                                                                    EXHIBIT 10.4



            FIRST AMENDMENT TO THE SUPPLY AND DISTRIBUTION AGREEMENT

                                    BETWEEN

                             THE GRAND UNION COMPANY

                                       AND

                           C&S WHOLSALE GROCERS, INC.




                            DATED AS OF JUNE 15, 1995





This entire exhibit is considered CONFIDENTIAL and has been omitted and filed
separately with the Commission.