January 20, 1999




Ms. Laurane S. Magliari
2 Paragon Drive
Montvale, NJ  07645

Dear Ms. Magliari:

    This letter sets forth the key points of your employment
with A&P.

      1.  Title:  Senior Vice President, People Resources  and
        Services.

      2. Salary.  $300,000 annually.

      3. Bonus.   You will be entitled to participate  in
      the  Company's Corporate Management Bonus Program with
      a bonus  base  of  $122,000.   The  bonus  will   be
      guaranteed for the first year of your employment.

      4. Stock  Options.   You will receive  a  grant  of
      37,000  Stock Options under the A&P Stock Option  Plan
      at  the  price  in  effect  on  the  date  you  begin
      employment  with  A&P.  Subsequent  awards  under  the
      Company's  new  five  year  program,  which  envisions
      annual share awards, are at the decision of the  Board
      of  Directors  based  upon  individual  and   Company
      performance  as  well  as  other  criteria.    As   we
      discussed  your targeted award would be in the  20,000
      -    25,000   share   range   for   fully   acceptable
      performance.   The  Board has the  final  decision  on
      meeting fully acceptable standards.

      5.  Health  Benefits.  You will participate  in  the
      Company's  Executive Medical Program immediately  upon
      commencement of employment.

    We  confirm  that you will begin your employment  on  or
about February 16, 1999.

    Please be so kind as to indicate your agreement with the
foregoing by signing in the space provided below.

                              Very truly yours,

                              THE GREAT ATLANTIC & PACIFIC
                              TEA COMPANY, INC.



                              By:--------------------------
                                   Fred Corrado
                                   Vice Chairman


--------------------------
Laurane S. Magliari




                              April 6, 1999

Ms. Cheryl Palmer
2 Paragon Drive
Montvale, NJ  07645


Dear Ms. Palmer:

We are pleased to confirm to you our offer for employment.
The details are as follows:
    
    You will be employed by The Great Atlantic & Pacific
    Tea Company, Inc. on an agreed upon date, as Sr.
    Vice President Strategic Marketing, reporting to
    Christian Haub, President & CEO, which is
    conditioned on satisfactory substance abuse testing.
    
    Your base salary will be $200,000 per annum, payable
    in four weekly increments (13 times per year) at a
    rate of $15,384.61.  Checks are issued on Thursday
    of the last week of each fiscal period.
    
    As Sr. Vice President Strategic Marketing, you will
    participate in the Fiscal Year 1999 Management Bonus
    Plan at a target bonus rate of 35% of grade mid-
    point (1999 mid-point is $244,000).
    
    Additionally, you will be granted an issuance of
    10,000 Stock Options under the A&P Stock Option Plan
    at the price in effect on the date you begin
    employment with A&P.
    
    Vacation entitlement will be three (3) weeks each
    calendar year.  You will participate in the
    Company's Executive Medical Program immediately upon
    commencement of employment.  You will be eligible to
    participate in the A&P Retirement and Savings Plan
    upon completion of one year of employment.
    
We will be delighted with your decision to join A&P.  We
believe your association with our organization will be
extremely beneficial to both of us.

                              Sincerely,




Enclosed is a duplicate copy of this letter which I would
appreciate your signing and returning indicating agreement
with the above.




-----------------------            ------------------------
CHERYL PALMER                      DATE