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

                                   FORM 10-K/A
(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 23, 2002

                                       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 [ ] No [X]

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 23, 2002 was approximately $415,356,000. The number of shares
of common stock outstanding at May 23, 2002 was 38,506,565.

                       DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part I, Items 1 and 3, and Part II, Items 5, 6, 7,
7A, 8 and 14 are incorporated by reference from the Registrant's 2001 Annual
Report to Stockholders.

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                                EXPLANATORY NOTE

The Great Atlantic & Pacific Tea Company, Inc. ("The Company") is filing this
amendment to its Annual Report on Form 10-K for the year ended February 23, 2002
to correct a classification error between its United States Retail operations
and its Canada Retail operations. This amended filing impacts the 2001 Annual
Report to Stockholders and the Independent Auditors' Consent which were filed
with the Securities and Exchange Commission as Exhibit 13 and Exhibit 23,
respectively, to Form 10-K on July 5, 2002. As such, this amended filing
consists only of Exhibit 13 and Exhibit 23 in their entirety.

This reclassification impacts the following sections on the Form 10-K:

o The geographic makeup of gross margin in the sections entitled "Gross Margin"
  in Management's Discussion and Analysis

o "Note 9 - Income Taxes"

o "Note 13 - Operating Segments"


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                 The Great Atlantic & Pacific Tea Company, Inc.




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 thereunto duly authorized.



THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.



Dated: July 31, 2002           By:             /s/ Brenda M. Galgano
                                   --------------------------------------------
                                   Brenda M. Galgano, Vice President, Corporate
                                      Controller (Chief Accounting Officer)


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                                 CERTIFICATION

       Each of the undersigned hereby certifies in his capacity as an officer
of The Great Atlantic & Pacific Tea Company, Inc. (the "Company") that the
Annual Report of the Company on Form 10-K/A for the fiscal year ended February
23, 2002 fully complies with the requirements of Section 13(a) of the Securities
Exchange Act of 1934 and that the information contained in such report fairly
presents, in all material respects, the financial condition of the Company at
the end of the periods covered by such report and the results of operations of
the Company for such periods.

Dated: July 31, 2002                          /s/ Christian W.E. Haub
                                             ----------------------------------
                                              Christian W.E. Haub
                                                Chairman of the Board,
                                                Chief Executive Officer


                                              /s/ Mitchell P. Goldstein
                                             ----------------------------------
                                              Mitchell P. Goldstein
                                                Senior Vice President,
                                                Chief Financial Officer

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     EXHIBIT NO.            DESCRIPTION
     -----------            -----------


     13                     2001 Annual Report to Stockholders

     23                     Independent Auditors' Consent