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disk134/deferred
       THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                              
              DIRECTORS' DEFERRED PAYMENT PLAN
                              
                     Adopted May 1, 1996


      Section 1.  Effective Date.  The effective date of The
Great  Atlantic  &  Pacific  Tea  Company,  Inc.  Directors'
Deferred Payment Plan (the "Plan"), is May 1, 1996.

      Section  2.  Eligibility.  Any Director of  The  Great
Atlantic & Pacific Tea Company, Inc. (the "Company") elected
to  the Board of Directors after May 1, 1996 and who is  not
an employee of the Company is eligible to participate in the
Plan.  Officers and ex-officers of the Company shall not  be
eligible  to  participate  in the Plan  unless  specifically
authorized  to  participate by the Board of Directors.   The
following   transitional   provisions   shall    apply    to
participation in the Plan by the Company's directors elected
prior to May 1, 1996 who are not Company employees.

                   2.1   Directors with fifteen (15) or more
             years  of  Board service as of the date  hereof
             or  within thirty (30) days of the date  hereof
             shall   continue  to  be  eligible  to  receive
             benefits under the A&P Retirement Plan for Non-
             Employee  Directors (the "Directors' Retirement
             Plan").   Such Directors shall not  participate
             in  the  Plan  except as to the amount  of  any
             credits  to  the  Plan  reallocated  from   the
             Directors' Retirement Plan pursuant to  Section
             2.3 below.

                   2.2   Directors  with at least  five  (5)
             years  but  less  than fifteen  (15)  years  of
             Board  service  as  of May 31,  1996  shall  be
             eligible  to  accrue benefits  under  the  Plan
             commencing June 1, 1996 until June 1st  of  the
             year  in  which  they  attain  their  fifteenth
             (15th) Board service anniversary date, or  such
             earlier  or later date as would cause  the  sum
             of  such  Director's credited years of  service
             under  the  Directors'  Retirement  Plan   plus
             months  of credited service under the  Plan  to
             equal  fifteen  (15)  full  years  of  service.
             Such  Directors shall have their benefits under
             the  Directors' Retirement Plan frozen  to  the
             extent  such  benefits are accrued for  benefit
             computation  purposes as of  May  1,  1996   or
             within  thirty  (30) days thereafter,  and  may
             reallocate Directors' Retirement Plan  benefits
             to this Plan pursuant to Section 2.3 below.

                   2.3   All directors who would have vested
             benefits   as  of  May  31,  1996   under   the
             Directors' Retirement Plan (at least  five  (5)
             years  of  Board service) will be  entitled  to
             reallocate  to  their account in  the  Deferred
             Payment  Plan by an election made on  or  prior
             to  December  31,  1996, the  lump-sum  present
             value  of their accrued pension benefit  as  of
             December  31, 1996.  For purposes of  computing
             the  lump sum present value of accrued  pension
             benefits  at December 31, 1996, and to discount
             such  amount  if  it  is  reallocated  to   the
             Deferred  Payment Plan prior  to  December  31,
             1996,  a  discount  rate of  6.67  percent  per
             annum,   the   ten  (10)  year  Treasury   note
             interest  yield  rate as in effect  on  May  1,
             1996 will be used.

                        Any  such election, once made, shall
             terminate   an  electing  director's   benefits
             under the Directors' Retirement Plan.

                        The  calculation  of  the  lump  sum
             present  value  shall  reflect  the  form   and
             conditions   under   which   such   transferred
             account  will subsequently be distributed  from
             the   Plan,   assuming  that  the   transferred
             account    earns    6.67%    annual    interest
             (compounded  semiannually) until  the  director
             reaches age 70.

     Directors who commence Board service after May 1, 1996,
shall  make their initial elections under Sections 6  and  7
hereof  not  later than the last day of the month  in  which
elected  to the Board.  Such Directors shall be eligible  to
receive  benefits  under  the Plan through  their  fifteenth
(15th) year of Board service (that is, until their fifteenth
(15th) anniversary date).

      Section  3.   Deferred Payment  Account.   A  deferred
payment  account  shall  be established  for  each  eligible
Director.   Each  such Director's deferred  payment  account
shall  consist of a stock equivalent subaccount and, if  the
Director  elects  to participate in the U.S.  Treasury  bond
equivalent described below, a bond equivalent subaccount.

      Section  4.   Amount of Deferral.  The  Company  shall
credit  an amount equal to 75 percent of a Director's annual
cash  retainer  (currently $18,000 which is  75  percent  of
$24,000) to the participant's deferred payment account.  One
twelfth of such credits will be made as of the last  day  of
each calendar month beginning June 30, 1996.

       Section   5.   Time  of  Credit.   Credits   to   the
participant's deferred payment accounts shall be made by the
Company as of each date when the Company pays the Director's
monthly   cash  retainer.   Amounts  reallocated  from   the
Directors' Retirement Plan to this Plan pursuant to  Section
2.3  hereof  shall be credited to the Director's account  on
the date the Director's election is made pursuant to Section
2.3.

      Section  6.   Stock  Election.  At  least  fifty  (50)
percent of each Director's deferred payment account shall be
credited to the stock equivalent subaccount.  A Director may
elect  in writing that additional amounts, in increments  of
twenty-five  (25) percent, of the deferred  payment  account
shall be credited to this stock equivalent subaccount.

      The  initial  election under this Section  6  must  be
received by the Company prior to May 31, 1996 and, for  each
subsequent  calendar  year after 1996 must  be  received  by
January 1st of the year during which the election is  to  be
effective  and  shall be irrevocable for  the  entire  year.
Such  election  shall remain in effect for subsequent  years
unless changed prior to the January 1 of any such subsequent
year.  If no such election is made, amounts credited to  the
deferred  payment account shall be allocated 100 percent  to
the stock equivalent subaccount.

      A  bookkeeping entry shall be made on  the  number  of
whole  shares  of  Company  Common  Stock  which  could   be
purchased  at "fair market value" as defined below  in  this
Section  with  the amount credited to such stock  equivalent
subaccount  on  the  date as of which such  credit  is  made
except  that for amounts reallocated to this Plan  from  the
Directors' Retirement Plan, such fair market value shall  be
determined at the average of the high and low prices on  New
York Stock Exchange - Composite Transactions on the date  of
the Director's election pursuant to Section 2.3.

      The stock equivalent subaccount also shall be credited
on  each  dividend  payment date with  a  bookkeeping  entry
indicating the number of additional whole shares which could
be  purchased  with  the dividend on the  shares  previously
credited to the stock equivalent subaccount.

      Any deferred payment amounts which are insufficient to
permit  the  crediting of a whole share  of  Company  Common
Stock  and  any amounts which would represent cash dividends
on  Company  Common  Stock credited to  a  stock  equivalent
subaccount  shall  be carried as a cash balance  bookkeeping
entry  in  such stock subaccount.  At such time as the  cash
balance  equals at least the fair market value of one  share
of  Company Common Stock, the cash balance bookkeeping entry
shall  be  converted to an entry representing the number  of
additional whole shares of Company Common Stock which  could
be  purchased  at fair market value with such  balance.   No
interest  shall  be  credited on any such  stock  equivalent
subaccount cash balance.

      For  purposes  of  the preceding  provisions  of  this
Section 6, "fair market value" of a share of Company  Common
Stock shall mean the average of the high and low prices of a
single share of Company Common Stock as reported by the Wall
Street  Journal  for  New York Stock  Exchange  -  Composite
Trading on the trading day as of which such value is  to  be
determined.

      No  election  may  be made to have amounts  previously
credited to a Director's bond equivalent subaccount credited
instead  to his or her stock equivalent subaccount,  and  no
election may be made to have amounts previously credited  to
a Director's stock equivalent subaccount credited instead to
a  bond  equivalent subaccount except that  upon  retirement
(i.e.,  as  of  the  date of termination  of  service  as  a
Director)  each Director's stock equivalent account  balance
will  be  transferred in its entirety to the bond equivalent
account.  At such date of termination of service, the  value
of  each  share of stock of such stock equivalent subaccount
shall  be the average of the high and low prices of a single
share of Company Common Stock as reported by the Wall Street
Journal  for the New York Stock Exchange, Composite  Trading
for  the  180  calendar  days next preceding  such  date  of
termination of service as a Director.

      The stock equivalent subaccounts shall be adjusted  to
reflect  any  stock split, stock dividend, recapitalization,
merger,   consolidation,  reorganization  or  other  similar
change in the Company's Common Stock.

      Section 7.  Bond Equivalent Subaccount.  Each  initial
credit  to  the  bond  equivalent subaccount  together  with
interest earned on the bond equivalent subaccount (described
below)  will  be  credited with interest from  the  date  of
initial credit until termination of service as a Director as
follows.  The bond equivalent subaccount will be credited at
the  end of each six month period with interest at 1/2  (one
half)  of  the  annual  yield rate for  U.S.  Treasury  debt
obligations with a ten (10) year maturity effective  at  the
date  of  each initial credit (with no change in  such  rate
until  the  date of termination of service as  a  Director).
Amounts  so  credited will be added to the balance  in  such
subaccount.

      Section  8.  Value of Deferred Payment Accounts.   The
value  of each participant's deferred payment account  shall
include  the  amount which is credited to a Director's  bond
equivalent subaccount, the interest credited on such  amount
pursuant  to Section 7, the value of any shares  of  Company
Common  Stock  credited to the Director's  stock  equivalent
subaccount  and  the  cash balance credited  to  such  stock
equivalent  subaccount,  all  with  respect  to  the  amount
deferred  pursuant  to Section 4 and  the  amount,  if  any,
reallocated from the Directors' Retirement Plan pursuant  to
Section 2.3, and less any payments made under Section 9.

      Section  9.   Payment of Deferred  Compensation.   The
value of a participant's deferred compensation account shall
be fixed on the date of termination of service as a Director
and  shall  be  payable solely in cash.  All payments  of  a
participant's deferred compensation account shall be made in
equal  monthly installments over a period of 180  months  or
the  Director's  term of service, whichever is  the  shorter
period,  subject  to the provisions of Sections  11  and  12
hereof.   In  all cases payment shall commence  as  soon  as
practicable following the date of termination of service  as
a Director.

       The   amount  of  each  payment  from  the   deferred
compensation account shall be a fraction of the value of the
participant's account, the numerator of which is one and the
denominator of which is the total number of installments, to
be paid.

     Section 10.  Designation of Beneficiary.  A participant
may  designate a beneficiary by giving written notice to the
Company.   Attention:   Secretary.   If  no  beneficiary  is
designated,   the  beneficiary  will  be  the  participant's
estate.   If  more than one beneficiary statement  has  been
filed,  the beneficiary designated in the statement  bearing
the most recent date will be deemed the valid beneficiary.

       Section  11.   Death  of  Participant.   Death  of  a
participant  shall  end  the  participant's  entitlement  to
receive any further deferred payments except as set forth in
Section 12 hereof.

     Section 12.  Ten Year Certain Payment.  Provided that a
Director  has at least ten (10)years of service  as  of  the
date  of  his or her death or  termination of service  as  a
Director, such Director or his or her beneficiary or  estate
shall  be  entitled to receive monthly installment  payments
payable over a ten (10) year period inclusive of the  period
of  installment payments prior to the death of the Director.
Directors  having less than ten (10) years of service  shall
be  entitled to receive payments to themselves and/or  their
beneficiary or estate over a period equivalent to  the  full
period of such Director's service as a Director.

     Section 13.  Participant's Rights Unsecured.  The right
of  any participant to receive payments under the provisions
of  the  Plan shall be contractual in nature only;  however,
the  Company  reserves  the right to establish  a  trust  to
provide an alternative source of benefit payments under  the
Plan, the assets of which shall be subject to the claims  of
the  Company's general creditors in the event of  bankruptcy
or insolvency only.  Any payments paid from such trust shall
reduce the amount of benefits owed by the Company.

      Section  14.  Vesting.  A Director's right to deferred
compensation  earned under the terms of the  Plan  shall  be
100% vested at all times.

      Section 15.  Statement of Account.  Statements will be
sent to participants by the end of February of each year  as
to  the  value of their deferred payment accounts as of  the
end of December of the preceding year.

      Section  16.   Assignability.   No  right  to  receive
payments hereunder shall be transferable or assignable by  a
participant or beneficiary, except by will or by the laws of
descent and distribution.

      Section 17.  Participation in Other Plans.  Nothing in
the  Plan  will  affect any right which  a  participant  may
otherwise  have to participate in any other retirement  plan
or agreement which the Company may have now or hereafter.

      Section 18.  Amendment.  This Plan may at any time  or
from time to time be amended, modified or terminated by  the
Board   of   Directors  of  the  Company.    No   amendment,
modification or termination shall, without the consent of  a
participant, adversely affect such participant's balances in
his or her deferred payment account.

      Section  19.   Governing  Law.   This  Plan  shall  be
governed by and construed in accordance with the laws of the
State of New Jersey.
                              
                              
       THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                              
              DIRECTORS' DEFERRED PAYMENT PLAN
                              
               ELECTION APPLICABLE TO PAYMENTS


      A.  In  accordance with the provisions  of  The  Great
Atlantic  &  Pacific  Tea Company, Inc. Directors'  Deferred
Payment Plan (the "Plan"), I hereby elect that the following
percentage  of initial credits by the Company to my  account
under  the  Plan shall be credited to The Great  Atlantic  &
Pacific Tea Company, Inc. common stock equivalent subaccount
under Section 6 of the Plan:

        Percentage Treated as Invested in Stock (check one)

        50% __________  75% __________  100% ____________

             I  hereby  elect  that  the  percentage,  which
        reflects  the  balance  not credited  to  the  stock
        equivalent  subaccount, shall  be  credited  to  the
        bond  equivalent subaccount (10-year  U.S.  Treasury
        bond equivalent) under Section 7 of the Plan:

        B.   I hereby designate the person(s) named below as
        my  beneficiary(ies) to receive my  interest  in  my
        deferred  payment account in the event of my  death,
        and  I  hereby  revoke all prior  designation(s)  of
        beneficiary(ies).

        Name                  Address

                                 ___________________________
________________________________________

                                 ___________________________
________________________________________

                                 ___________________________
________________________________________

                                 ___________________________
________________________________________


                  I hereby agree that in the event of my death
        payment   will  be  continued  of  any   outstanding
        monthly  installments of payments to be made  of  my
        account(s)   under   the  Plan  to   my   designated
        beneficiary(ies).

        C.   (Please fill this in only if you will have five
        (5)  years  or  more  of Board service  at  May  31,
        1996.)

                        I  hereby elect to have the  present
             value  of  my vested benefits in the  Directors
             Retirement  Plan reallocated to my  account  in
             the  Deferred  Payment Plan  effective  on  the
             date  hereof, and to terminate my  coverage  in
             the Directors Retirement Plan.



                        I  hereby  elect that the  following
             percentage  of  my  account  in  the   Deferred
             Payment   Plan   (as   reallocated   from   the
             Directors  Retirement Plan) shall  be  credited
             to  The  Great Atlantic & Pacific Tea  Company,
             Inc.  common  stock  equivalent  subaccount  in
             accordance  with  Sections 2.3  and  6  of  the
             Deferred Payment Plan

        Percentage Treated as Invested in Stock (check one)

        50% ____________  75% __________  100% ____________

             I  hereby  elect  that  the  percentage,  which
        reflects  the  balance  not credited  to  the  stock
        equivalent  subaccount, shall  be  credited  to  the
        bond  equivalent subaccount (10-year  U.S.  Treasury
        bond equivalent) under Section 7 of the Plan.


          Note:     If any of the elections in Part A, B  or
          C  are  not completed, the elections contained  in
          the  most recent Election form under the Plan will
          remain in effect.  This election is subject to all
          the terms of the Plan.




                                Signature



Dated:____________________, 19___
                                Print Name