UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)
[  X  ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                            EXCHANGE ACT OF 1934

                   For the fiscal year ended February 22, 2003

                                       OR

[     ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                            EXCHANGE ACT OF 1934
                        For the transition period from to

                          Commission file number 1-4141

                 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
             (Exact name of registrant as specified in its charter)

            Maryland                                            13-1890974
 -------------------------------                           --------------------
 (State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                                 2 Paragon Drive
                           Montvale, New Jersey 07645
                    (Address of principal executive offices)

      Registrant's telephone number, including area code: 201-573-9700

                      ---------------------------

      Securities registered pursuant to Section 12 (b) of the Act:

Title of each class                  Name of each exchange on which registered
-------------------                  -----------------------------------------
Common Stock - $1 par value                   New York Stock Exchange

         Securities registered pursuant to Section 12 (g) of the Act: None
                    ---------------------------------

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant at May 7, 2003 was approximately $252,663,687. The number of
shares of common stock outstanding at May 7, 2003 was 38,515,806.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The information required by Part I, Items 1 and 3, and Part II, Items
5, 6, 7, 7A, 8, 9, 14 and 15 are incorporated by reference from the Registrant's
Fiscal 2002 Annual Report to Stockholders.


<PAGE>


PART I

ITEM 1 - Business

General
-------

         The Great Atlantic & Pacific Tea Company, Inc. ("A&P", "we", "our",
"us" or "our Company") is engaged in the retail food business. We operated 695
stores averaging approximately 38,500 square feet per store as of February 22,
2003. In addition, we served as wholesaler to 65 franchise stores in Canada
averaging approximately 31,800 square feet per store as of February 22, 2003. On
the basis of reported sales for fiscal 2002, we believe that we are among North
America's largest retail food chains.

         Operating under the trade names A&P(R), Super Fresh(R),
Sav-A-Center(R), Farmer Jack(R), Kohl's, Waldbaum's(TM), Super Foodmart, Ultra
Food & Drug, Dominion(R), Food Basics(TM), The Barn Markets and The Food
Emporium(TM), we sell groceries, meats, fresh produce and other items commonly
offered in supermarkets. In addition, many stores have bakery, delicatessen,
pharmacy, floral, fresh fish and cheese departments and on-site banking.
National, regional and local brands are sold as well as private label
merchandise. In support of our retail operations, we also operate one coffee
roasting plant in the United States. Through our Compass Foods Division, we
manufacture and distribute a line of whole bean coffees under the Eight
O'Clock(R), Bokar(R) and Royale(R) labels, for sale through our own stores as
well as other retail channels. We sell other private label products in our
stores under other brand names of our Company which include without limitation,
America's Choice(R), Master Choice(R), Health Pride(R), Savings Plus and The
Farm.

         Building upon a broad base of A&P supermarkets, our Company has
historically expanded and diversified within the retail food business through
the acquisition of other supermarket chains and the development of several
alternative store types. We now operate our stores with merchandise, pricing and
identities tailored to appeal to different segments of the market, including
buyers seeking gourmet and ethnic foods, a wide variety of premium quality
private label goods and health and beauty aids along with the array of
traditional grocery products.

Modernization of Facilities
---------------------------

         We are engaged in a continuing program of modernizing our operations
including retail stores, warehousing and distribution facilities, supply and
logistics and processes. In support of our modernizing program, on March 13,
2000, we announced our business process initiative, a plan to develop a state of
the art supply chain and business management infrastructure over four years.
This initiative was completed in fiscal 2002.

         During fiscal 2002, we expended approximately $220 million for capital
projects, which included 31 new supermarkets and 38 major remodels or
enlargements. Our Company has planned capital expenditures of approximately $175
million in fiscal 2003. These expenditures relate primarily to opening 20 new
supermarkets and enlarging or remodeling 30 - 35 supermarkets. In addition, we
plan to continue with at least similar levels of capital expenditures in fiscal
2004 and several years thereafter.

Sources of Supply
-----------------

         Our Company obtains the merchandise sold in our stores from a variety
of suppliers located primarily in the United States and Canada. Our Company has
long-standing and satisfactory relationships with our suppliers.

         We maintain a processing facility that produces coffee products. The
main ingredients for coffee products are purchased principally from Brazilian
and Central American sources. Other ingredients are obtained from domestic
suppliers.

Employees
---------

         As of February 22, 2003, we had approximately 79,000 employees, of
which 68% were employed on a part-time basis. Approximately 89% of our employees
are covered by union contracts.

Competition
-----------

         The supermarket business is highly competitive throughout the marketing
areas served by our Company and is generally characterized by low profit margins
on sales with earnings primarily dependent upon rapid inventory turnover,
effective cost controls and the ability to achieve high sales volume. We compete
for sales and store locations with a number of national and regional chains, as
well as with many independent and cooperative stores and markets.

Segment Information
-------------------

         The segment information required is contained under the caption "Note
13 - Operating Segments" in the Fiscal 2002 Annual Report to Stockholders and
is herein incorporated by reference.

Foreign Operations
------------------

         The information required is contained under the captions "Management's
Discussion and Analysis", "Note 5 - Wholesale Franchise Business", "Note 6 -
Indebtedness", "Note 9 - Income Taxes", "Note 10 - Retirement Plans and
Benefits", "Note 12 - Commitments and Contingencies" and "Note 13 - Operating
Segments" in the Fiscal 2002 Annual Report to Stockholders and is herein
incorporated by reference.

ITEM 2 - Properties

         At February 22, 2003, we owned 117 properties consisting of the
following:

         Stores, Not Including Stores in Owned Shopping Centers
         ------------------------------------------------------
              Land and building owned                             29
              Building owned and land leased                      17
              Land owned and building leased                       1
                                                                ----
                  Total stores                                    47

         Shopping Centers
         ----------------
              Land and building owned                             12
              Building owned and land leased                       7
                                                                ----
                  Total shopping centers                          19

         Warehouses
         ----------
              Land and building owned                              7

         Administrative and Other Properties
         -----------------------------------
              Land and building owned                             12
              Building owned and land leased                       3
              Property under development building owned
                 and land leased                                   4
              Property under development land
                 and building owned                                2
              Property under development land only                 1
              Undeveloped land                                    22
                                                                ----
                  Total other properties                          44
                                                                ----
         Total Properties                                        117
                                                                ====

         At February 22, 2003, we operated 695 retail stores and serviced 65
franchised stores. These stores are geographically located as follows:

         Company Stores:
         --------------

              New England States:
              ------------------
                  Connecticut                                     37
                  Massachusetts                                   15
                  New Hampshire                                    1
                                                                ----
                      Total                                       53

              Middle Atlantic States:
              ----------------------
                  District of Columbia                             1
                  Delaware                                         9
                  Maryland                                        31
                  New Jersey                                      96
                  New York                                       141
                  Pennsylvania                                    23
                                                                ----
                      Total                                      301

              Midwestern States:
              -----------------
                  Michigan                                       103
                  Ohio                                             6
                  Wisconsin                                       31
                                                                ----
                      Total                                      140

              Southern States:
              ---------------
                  Louisiana                                       20
                  Mississippi                                      4
                  North Carolina                                   1
                                                                ----
                      Total                                       25
                                                                ----
                  Total United States                            519

                  Ontario, Canada                                176
                                                                ----
                  Total Stores                                   695
                                                                ====

         Franchised Stores:
                  Ontario, Canada                                 65
                                                                ----
                      Total Franchised Stores                     65
                                                                ====

         The total area of all of our operated retail stores is 26.8 million
square feet averaging approximately 38,500 square feet per store. Excluding
liquor and The Food Emporium(TM) stores, which are generally smaller in size,
the average store size is approximately 41,100 square feet. The total area of
all franchised stores is 2.1 million square feet averaging approximately 31,800
square feet per store. The 31 new stores opened in fiscal 2002 consisted of 30
supermarkets and 1 gas station in Canada. Excluding the gas station, the
supermarkets opened in fiscal 2002 had a range in size from 21,400 to 61,100
square feet, with an average size of approximately 44,800 square feet. The
stores built over the past several years and those planned for fiscal 2003 and
thereafter, generally range in size from 40,000 to 60,000 square feet. The
selling area of new stores is approximately 73% of the total square footage.

         As of the end of fiscal 2002, we operated one coffee roasting plant in
the United States. In addition, we operated 13 warehouses to service our store
network. These warehouses are geographically located as follows:

                  Louisiana                                               1
                  Maryland                                                1
                  Michigan                                                2
                  New Jersey                                              1
                  New York                                                2
                  Pennsylvania                                            1
                  Wisconsin                                               1
                                                                       ----
                      Total United States                                 9
                  Ontario, Canada                                         4
                                                                       ----
                      Total Warehouses                                   13
                                                                       ====

         The net book value of real estate pledged as collateral for all
mortgage loans amounted to $3.2 million as of February 22, 2003. The net book
value of real estate pledged as collateral for the Company's $425 million
Secured Revolving Credit Agreement amounted to $82.9 million as of February 22,
2003.


ITEM 3 - Legal Proceedings

         The information required is contained under the caption "Note 12 -
Commitments and Contingencies" in the Fiscal 2002 Annual Report to Stockholders
and is herein incorporated by reference.


ITEM 4 - Submission of Matters to a Vote of Security Holders

         There were no matters submitted to a vote of security holders during
the fourth quarter of fiscal 2002.




PART II

ITEM 5 - Market for the Registrant's Common Stock and Related
         Security Holder Matters

         The information required is contained under the captions "Summary of
Quarterly Results", "Five Year Summary of Selected Financial Data", and
"Stockholder Information" in the Fiscal 2002 Annual Report to Stockholders and
is herein incorporated by reference.


ITEM 6 - Selected Financial Data

         The information required is contained under the caption "Five Year
Summary of Selected Financial Data" in the Fiscal 2002 Annual Report to
Stockholders and is herein incorporated by reference.


ITEM 7 - Management's Discussion and Analysis

         The information required is contained under the caption "Management's
Discussion and Analysis" in the Fiscal 2002 Annual Report to Stockholders and
is herein incorporated by reference.


ITEM 7A - Quantitative and Qualitative Disclosures About Market Risk

         The information required is contained in the section "Market Risk"
under the caption "Management's Discussion and Analysis" in the Fiscal 2002
Annual Report to Stockholders and is herein incorporated by reference.


ITEM 8 - Financial Statements and Supplementary Data

      (a)  Financial Statements: The financial statements required to be filed
           herein are described in Part IV, Item 15 of this report. Except for
           the sections included herein by reference, our Fiscal 2002 Annual
           Report to Stockholders is not deemed to be filed as part of this
           report.

      (b)  Supplementary Data: The information required is contained under the
           caption "Summary of Quarterly Results" in the Fiscal 2002 Annual
           Report to Stockholders and is herein incorporated by reference.


ITEM 9 - Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         The information required is contained in our Forms 8-K filed on
September 18, 2002 and September 24, 2002, and our Form 8-K/A filed on
September 24, 2002, and is herein incorporated by reference.



PART III

ITEMS 10 and 11 - Directors and Executive Officers of the Registrant and
Executive Compensation

The executive officers of our Company are as follows:

         Name             Age                Current Position
-----------------------  ----  -----------------------------------------------
Christian W. E. Haub      38   Chairman of the Board, President and
                                  Chief Executive Officer
Eric Claus                46   President and Chief Executive Officer, A&P Canada
William P. Costantini     55   Senior Vice President, General Counsel
                                  & Secretary
Brenda M. Galgano         34   Vice President and Corporate Controller
Mitchell P. Goldstein     42   Senior Vice President, Chief Financial Officer
Peter Johannes Jueptner   40   Executive Vice President, A&P U.S.
John E. Metzger           48   Senior Vice President, Chief Information Officer
William Moss              55   Vice President and Treasurer
Brian Piwek               56   President and Chief Executive Officer, A&P U.S.

         The executive officers of our Company are chosen annually and serve
under the direction of the Chief Executive Officer ("CEO") with the consent of
the Board of Directors.

         Mr. Haub currently serves as Chairman of the Board, President and Chief
Executive Officer of our Company. He was elected a director on December 3, 1991,
and is Chair of the Executive Committee and a member of the Finance Committee.
Mr. Haub served as Chief Operating Officer of our Company from December 7, 1993,
becoming Co-Chief Executive Officer on April 2, 1997, sole CEO on May 1, 1998
and Chairman of the Board on May 1, 2001. In addition to his other positions,
with the exception of the period between February 2002 through October 2002,
Mr. Haub has served as President of our Company since December 7, 1993. Mr.
Haub, son of Helga Haub, is a partner and Co-Chief Executive Officer of
Tengelmann Warenhandelsgesellschaft KG, a partnership organized under the laws
of the Federal Republic of Germany ("Tengelmann"). Mr. Haub is on the Board of
Directors of the Food Marketing Institute and on the Board of Trustees of St.
Joseph's University.

         Mr. Claus was appointed President & Chief Executive Officer, A&P Canada
on November 11, 2002. Prior to joining our Company, Mr. Claus served as Chief
Executive Officer of Co-Op Atlantic, between February 1997 and November 2002.

         Mr. Costantini was elected Senior Vice President, General Counsel &
Secretary effective April 24, 2000. Prior to joining our Company, Mr. Costantini
served as Executive Vice President & General Counsel and Senior Vice President &
General Counsel of Olsten Corporation, between June 1992 and March 2000.

         Ms. Galgano was appointed Vice President, Corporate Controller on
February 24, 2002. Ms. Galgano served as Assistant Corporate Controller of our
Company from July 2000 to February 2002 and Director of Corporate Accounting
from October 1999 to July 2000. Prior to joining our Company, Ms. Galgano was
with PricewaterhouseCoopers from July 1997 to July 1999 as Senior Manager and
Manager of the Audit and Business Advisory Services Group, respectively.

         Mr. Goldstein was elected Senior Vice President & Chief Financial
Officer on February 24, 2002. From January 2000 to February 24, 2002, Mr.
Goldstein was Senior Vice President, Finance & Treasurer of our Company. Prior
to joining our Company, Mr. Goldstein was Chief Financial Officer from October
1998 to January 2000 and Vice President of Strategic Planning and Corporate
Development from September 1997 to October 1998 at Vlasic Foods International.
Before that, he was Director of Strategic Planning at the Campbell Soup Company.
Vlasic Foods International filed a petition under the Federal bankruptcy laws in
January 2001.  Mr. Goldstein is on the Board of Advisers of the Rutgers
Business School.

         Mr. Jueptner was appointed Executive Vice President, A&P U.S. on
November 15, 2002. Prior to that, Mr. Jueptner served as Senior Vice President,
Chief Strategy Officer from October 1, 2002 to November 15, 2002. Prior to
joining our Company, Mr. Jueptner was Chief Commercial Officer of The Worldwide
Retail Exchange from December 2000 through July 2002. From 1997 through 2000,
Mr. Jueptner held various positions with Campbell Soup Company, lastly, General
Manager, Beverages & Latin America.

         Mr. Metzger was appointed Senior Vice President, Chief Information
Officer on February 11, 2002. Prior to that, he was Senior Vice President and
Business Process Initiative Business Leader from May 2001 to February 2002, and
Vice President, Supply & Logistics from October 1999 to May 2001. Prior to
joining our Company, Mr. Metzger was Senior Vice President of CS Integrated LLC
from January 1998 to October 1999 and before that, Vice President, Distribution
& Procurement for General Mills Restaurants, Inc. from October 1993 to November
1998. Mr. Metzger is a director of the Institute for Standards & Collaboration
Commerce, Inc.

         Mr. Moss was appointed Vice President, Treasurer on February 24, 2002.
Prior to that Mr. Moss was Vice President, Treasury Services and Risk Management
from 1992 to February 2002.

         Mr. Piwek was appointed President and Chief Executive Officer, A&P U.S.
on October 28, 2002. Prior to that, he was Chairman, President and Chief
Executive Officer of The Great Atlantic & Pacific Company of Canada, Limited
from April 1, 2002 and was Vice Chairman, President and Chief Executive Officer
of The Great Atlantic & Pacific Company of Canada, Limited from February 2000.
Before that, Mr. Piwek was Vice Chairman and Co-Chief Executive Officer of The
Great Atlantic & Pacific Company of Canada, Limited from October 1997. Prior to
joining the Company, he was President of Overwaitea Food Group, a retailer and
franchisor in British Columbia and Alberta, Canada.

         The information required regarding our directors, executive
compensation and our beneficial ownership reporting compliance is contained
under the captions "Election of Directors", "Executive Compensation" and
"Section 16(a) Beneficial Ownership Reporting Compliance", respectively, in the
Proxy Statement for our 2003 Annual Meeting of Stockholders, to be filed on or
about May 24, 2003 ("Proxy Statement"), and is herein incorporated by reference.


ITEM 12 - Security Ownership of Certain Beneficial Owners and Management

Beneficial Ownership of More than 5% of the Company's Common Stock

         The information required is contained in our Proxy Statement under the
heading "Security Ownership of Certain Beneficial Owners and Management", and is
herein incorporated by reference.


ITEM 13 - Certain Relationships and Related Transactions

         The information required is contained in our Proxy Statement under the
heading "Certain Relationships and Transactions", and is herein incorporated by
reference.

ITEM 14 - Controls and Procedures

         The information required is contained under the caption "Management's
Report on Financial Statements" in the Fiscal 2002 Annual Report to
Stockholders and is herein incorporated by reference.

PART IV

ITEM 15 - Exhibits, Financial Statement Schedules and Reports on Form 8-K


(a) Documents filed as part of this report.

      1)   Financial Statements: The financial statements required by Item 8 are
           included in the Fiscal 2002 Annual Report to Stockholders. The
           following required items are herein incorporated by reference:

                  Consolidated Statements of Operations
                  Consolidated Statements of Stockholders' Equity and
                     Comprehensive (Loss) Income
                  Consolidated Balance Sheets
                  Consolidated Statements of Cash Flows
                  Notes to Consolidated Financial Statements
                  Independent Auditors' Report

      2)   Financial Statement Schedules are omitted because they are not
           required or do not apply, or the required information is included
           elsewhere in the Consolidated Financial Statements or Notes thereto.

3) Exhibits:

           The following are filed as Exhibits to this Report:



         EXHIBIT NO.           DESCRIPTION
         ----------            -----------
           3.1                 Articles of Incorporation of The Great Atlantic
                               & Pacific Tea Company, Inc., as amended through
                               July 1987 (incorporated herein by reference to
                               Exhibit 3(a) to Form 10-K filed on May 27, 1988)

           3.2                 By-Laws of The Great Atlantic & Pacific Tea
                               Company, Inc., as amended through July 2, 2002
                               (incorporated herein by reference to Exhibit 3.2
                               to Form 10-K filed on July 5, 2002)

           4.1                 Indenture, dated as of January 1, 1991 between
                               the Company and JPMorgan Chase Bank (formerly
                               The Chase Manhattan Bank as successor by merger
                               to Manufacturers Hanover Trust Company), as
                               trustee (the "Indenture") (incorporated herein
                               by reference to Exhibit 4.1 to Form 8-K)

           4.2                 First Supplemental Indenture, dated as of
                               December 4, 2001, to the Indenture, dated as of
                               January 1, 1991 between our Company and JPMorgan
                               Chase Bank, relating to the 7.70% Senior Notes
                               due 2004 (incorporated herein by reference to
                               Exhibit 4.1 to Form 8-K filed on December 4,
                               2001)

           4.3                 Second Supplemental Indenture, dated as of
                               December 20, 2001, to the Indenture between our
                               Company and JPMorgan Chase Bank, relating to the
                               9 1/8% Senior Notes due 2011 (incorporated herein
                               by reference to Exhibit 4.1 to Form 8-K filed on
                               December 20, 2001)

           4.4*                Successor Bond Trustee

           10.1                Employment Agreement, made and entered into as of
                               the 11th day of November, 2002, by and between
                               our Company and Eric Claus, and Offer Letter
                               dated the 22nd day of October, 2002
                               (incorporated herein by reference to Exhibit 10.1
                               to Form 10-Q filed on January 10, 2003)

           10.2                Employment Agreement, made and entered into as
                               of the 1st day of November, 2000, by and between
                               our Company and William P. Costantini
                               (incorporated herein by reference to Exhibit 10
                               to Form 10-Q filed on January 16, 2001)
                               ("Costantini Agreement")

           10.3                Amendment to Costantini Agreement dated April
                               30, 2002 (incorporated herein by reference to
                               Exhibit 10.7 to Form 10-K filed on July 5, 2002)

           10.4                Employment Agreement, made and entered into as
                               of the 8th day of January, 2001, by and between
                               our Company and Elizabeth R. Culligan
                               (incorporated herein by reference to Exhibit 10
                               to Form 10-Q filed on January 16, 2001)
                               ("Culligan Agreement")

           10.5                Amendment to Culligan Agreement dated April 8,
                               2002 (incorporated herein by reference to
                               Exhibit 10.3 to Form 10-K filed on July 5, 2002)

           10.6                Employment Agreement, made and entered into as
                               of the 24th day of February, 2002, by and
                               between our Company and Mitchell P. Goldstein
                               (incorporated herein by reference to Exhibit
                               10.8 to Form 10-K filed on July 5, 2002)

           10.7                Employment Agreement, made and entered into as
                               of the 2nd day of October, 2002, by and between
                               our Company and Peter Jueptner (incorporated
                               herein by reference to Exhibit 10.26 to Form
                               10-Q filed on October 22, 2002)

           10.8                Offer Letter dated the 18th day of September,
                               2002, by and between our Company and Peter
                               Jueptner (incorporated herein by reference to
                               Exhibit 10.10 to Form 10-Q filed on January 10,
                               2003)

           10.9                Employment Agreement, made and entered into as
                               of the 1st day of November, 2000, by and between
                               our Company and Laurane Magliari (incorporated
                               herein by reference to Exhibit 10 to Form 10-Q
                               filed on January 16, 2001) ("Magliari Agreement")

           10.10               Amendment to Magliari Agreement dated April 30,
                               2002 (incorporated herein by reference to Exhibit
                               10.12 to Form 10-K filed on July 5, 2002)

           10.11               Employment Agreement, made and entered into as of
                               the 14th day of May, 2001, by and between our
                               Company and John E. Metzger, as amended February
                               14, 2002 (incorporated herein by reference to
                               Exhibit 10.13 to Form 10-K filed on July 5, 2002)

           10.12               Employment Agreement, made and entered into as of
                               the 28th day of October, 2002, by and between our
                               Company and Brian Piwek, and Offer Letter dated
                               the 23rd day of October, 2002 (incorporated
                               herein by reference to Exhibit 10.14 to Form
                               10-Q filed on January 10, 2003)

           10.13               Employment Agreement, made and entered into as of
                               the 25th day of February, 2002 by and between our
                               Company and David A. Smithies (incorporated
                               herein by reference to Exhibit 10.14 to Form 10-K
                               filed on July 5, 2002)

           10.14               Supplemental Executive Retirement Plan effective
                               as of September 30, 1991 (incorporated herein by
                               reference to Exhibit 10.B to Form 10-K filed on
                               May 28, 1993)

           10.15               Supplemental Executive Retirement Plan effective
                               as of September 1, 1997 (incorporated herein by
                               reference to Exhibit 10.B to Form 10-K filed on
                               May 27, 1998)

           10.16               Supplemental Retirement and Benefit Restoration
                               Plan effective as of January 1, 2001
                               (incorporated herein by reference to
                               Exhibit 10(j) to Form 10-K filed on May 23, 2001)

           10.17               1994 Stock Option Plan (incorporated herein by
                               reference to Exhibit 10(e) to Form 10-K filed on
                               May 24, 1995)

           10.18               1994 Stock Option Plan for Non-Employee
                               Directors (incorporated herein by reference to
                               Exhibit 10(f) to Form 10-K filed on May 24, 1995)

           10.19               Directors' Deferred Payment Plan adopted May 1,
                               1996 (incorporated herein by reference to
                               Exhibit 10(h) to Form 10-K filed on May 16, 1997)

           10.20               1998 Long Term Incentive and Share Award Plan
                               (incorporated herein by reference to Exhibit
                               10(k) to Form 10-K filed on May 19, 1999)

           10.21               Credit Agreement dated as of February 23, 2001,
                               among our Company, The Great Atlantic & Pacific
                               Company of Canada, Limited and the other
                               Borrowers party hereto and the Lenders party
                               hereto, The Chase Manhattan Bank, as U.S.
                               Administrative Agent, and The Chase Manhattan
                               Bank of Canada, as Canadian Administrative Agent
                               ("Credit Agreement") (incorporated herein by
                               reference to Exhibit 10 to Form 10-K filed on May
                               23, 2001)

           10.22               Amendment No. 1 and Waiver, dated as of November
                               16, 2001 to Credit Agreement (incorporated
                               herein by reference to Exhibit 10.23 to Form
                               10-K filed on July 5, 2002)

           10.23               Amendment No. 2 dated as of March 21, 2002 to
                               Credit Agreement (incorporated herein by
                               reference to Exhibit 10.24 to Form 10-K filed on
                               July 5, 2002)

           10.24               Amendment No. 3 dated as of April 23, 2002 to
                               Credit Agreement (incorporated herein by
                               reference to Exhibit 10.25 to Form 10-K filed on
                               July 5, 2002)

           10.25               Waiver dated as of June 14, 2002 to Credit
                               Agreement (incorporated herein by reference to
                               Exhibit 10.26 to Form 10-K filed on July 5, 2002)

           10.26               Amendment No. 4 dated as of October 10, 2002 to
                               Credit Agreement (incorporated herein by
                               reference to Exhibit 10.27 to Form 10-Q filed on
                               October 22, 2002)

           10.27               Amendment No. 5 dated as of February 21, 2003 to
                               Credit Agreement (incorporated herein by
                               reference to Exhibit 10.1 to Form 8-K filed on
                               March 7, 2003)

           10.28*              Amendment No. 6 dated as of March 25, 2003 to
                               Credit Agreement

           13*                 Fiscal 2002 Annual Report to Stockholders

           16                  Letter on Change in Certifying Accountant
                               (incorporated herein by reference to Forms 8-K
                               filed on September 18, 2002 and September 24,
                               2002 and Form 8-K/A filed on September 24, 2002)

           21*                 Subsidiaries of Registrant

           23.1*               Consent of Independent Accountants from
                               PricewaterhouseCoopers LLP

           23.2*               Independent Auditors' Consent from Deloitte &
                               Touche LLP


           *      Filed with this 10-K

(b) Reports on Form 8-K

            On February 21, 2003, our Company filed a Form 8-K disclosing that
it had executed Amendment No. 5, dated as of February 21, 2003, to its existing
Credit Agreement dated as of February 23, 2001, as amended, with JPMorgan Chase
Bank and the lenders signatory thereto.





<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                              The Great Atlantic & Pacific Tea Company, Inc.
                                              (registrant)

Date:  May 8, 2003         By:           /s/ Mitchell P. Goldstein
                               ------------------------------------------------
                               Mitchell P. Goldstein, Senior Vice President and
                                            Chief Financial Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities and as of the date indicated.

/s/ Christian W. E. Haub        Chairman of the Board, President and
---------------------------         Chief Executive Officer
Christian W. E. Haub

/s/ John D. Barline             Director
---------------------------
John D. Barline

/s/ Rosemarie Baumeister        Director
---------------------------
Rosemarie Baumeister

/s/ Bobbie Gaunt                Director
---------------------------
Bobbie Gaunt

/s/ Helga Haub                  Director
---------------------------
Helga Haub

/s/ Dan P. Kourkoumelis         Director
---------------------------
Dan P. Kourkoumelis

/s/ Edward Lewis                Director
---------------------------
Edward Lewis

/s/ Richard L. Nolan            Director
---------------------------
Richard L. Nolan

/s/ Maureen B. Tart-Bezer       Director
---------------------------
Maureen B. Tart-Bezer

The above-named persons signed this report on behalf of the registrant on May 8,
2003.




/s/ Brenda M. Galgano                    Vice President, Corporate Controller
---------------------------
Brenda M. Galgano                                           May 8, 2003



<PAGE>


                 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                            Section 302 Certification

I, Christian W.E. Haub, certify that:

1.  I have reviewed this annual report on Form 10-K of The Great Atlantic &
    Pacific Tea Company, Inc.;

2.  Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this annual report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in all material
    respects the financial condition, results of operations and cash flows of
    the registrant as of, and for, the periods presented in this annual report;

4.  The registrant's other certifying officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

    a) designed such disclosure controls and procedures to ensure that material
       information relating to the registrant, including its consolidated
       subsidiaries, is made known to us by others within those entities,
       particularly during the period in which this annual report is being
       prepared;

    b) evaluated the effectiveness of the registrant's disclosure controls and
       procedures as of a date within 90 days prior to the filing date of this
       annual report (the "Evaluation Date"); and

    c) presented in this annual report our conclusions about the effectiveness
       of the disclosure controls and procedures based on our evaluation as of
       the Evaluation Date

5.  The registrant's other certifying officers and I have disclosed, based on
    our most recent evaluation, to the registrant's auditors and the audit
    committee of registrant's board of directors (or persons performing the
    equivalent function):

    a) all significant deficiencies in the design or operation of internal
       controls which could adversely affect the registrant's ability to record,
       process, summarize and report financial data and have identified for the
       registrant's auditors any material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       controls; and

6.  The registrant's other certifying officers and I have indicated in this
    annual report whether or not there were significant changes in internal
    controls or in other factors that could significantly affect internal
    controls subsequent to the date of our most recent evaluation, including any
    corrective actions with regard to significant deficiencies and material
    weaknesses.



/s/ Christian W. E. Haub                             Date:  May 8, 2003
------------------------
Christian W. E. Haub
Chairman of the Board,
President and
Chief Executive Officer



<PAGE>


                   CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                            Section 302 Certification

I, Mitchell P. Goldstein, certify that:

1.  I have reviewed this annual report on Form 10-K of The Great Atlantic &
    Pacific Tea Company, Inc.;

2.  Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this annual report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in all material
    respects the financial condition, results of operations and cash flows of
    the registrant as of, and for, the periods presented in this annual report;

4.  The registrant's other certifying officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

    a) designed such disclosure controls and procedures to ensure that material
       information relating to the registrant, including its consolidated
       subsidiaries, is made known to us by others within those entities,
       particularly during the period in which this annual report is being
       prepared;

    b) evaluated the effectiveness of the registrant's disclosure controls and
       procedures as of a date within 90 days prior to the filing date of this
       annual report (the "Evaluation Date"); and

    c) presented in this annual report our conclusions about the effectiveness
       of the disclosure controls and procedures based on our evaluation as of
       the Evaluation Date

5.  The registrant's other certifying officers and I have disclosed, based
    on our most recent evaluation, to the registrant's auditors and the audit
    committee of registrant's board of directors (or persons performing the
    equivalent function):

    a) all significant deficiencies in the design or operation of internal
       controls which could adversely affect the registrant's ability to record,
       process, summarize and report financial data and have identified for the
       registrant's auditors any material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       controls; and

6.  The registrant's other certifying officers and I have indicated in this
    annual report whether or not there were significant changes in internal
    controls or in other factors that could significantly affect internal
    controls subsequent to the date of our most recent evaluation, including any
    corrective actions with regard to significant deficiencies and material
    weaknesses.



/s/ Mitchell P. Goldstein                            Date:  May 8, 2003
-------------------------
Mitchell P. Goldstein
Senior Vice President,
Chief Financial Officer


<PAGE>




               Certification Accompanying Periodic Report
          Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                            (18 U.S.C. ss. 1350)

The  undersigned,  Christian W. E. Haub,  Chairman of the Board,  President  and
Chief  Executive  Officer of The Great  Atlantic  & Pacific  Tea  Company,  Inc.
("Company"),  and  Mitchell  P.  Goldstein,  Senior  Vice  President  and  Chief
Financial  Officer of the  Company,  each hereby  certifies  that (1) the Annual
Report of the Company on Form 10-K for the period ended  February 22, 2003 fully
complies with the  requirements of Section 13(a) of the Securities  Exchange Act
of 1934 and (2) the information  contained in the Report fairly presents, in all
material respects,  the financial condition and the results of operations of the
Company.




Dated:  May 8, 2003                               /s/ Christian W. E. Haub
                                                   ------------------------
                                                   Christian W. E. Haub
                                                   Chairman of the Board,
                                                   President and
                                                   Chief Executive Officer




Dated:  May 8, 2003                               /s/ Mitchell P. Goldstein
                                                   -------------------------
                                                   Mitchell P. Goldstein
                                                   Senior Vice President,
                                                   Chief Financial Officer