THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                                  FORM 10-Q
                                      
                     3RD QUARTER ENDED DECEMBER 2, 1995
                                      
                                      
                                      
                                      
                                                  Conformed Copy
                                      
                                  FORM 10-Q
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                      
                 Quarterly Report Under Section 13 or 15(d)
                                      
                   of the Securities Exchange Act of 1934
                                      
For Quarter Ended December 2, 1995            Commission File Number 1-4141

                 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                 ----------------------------------------------
                                      
             (Exact name of registrant as specified in 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)                 (Zip Code)


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

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

Former  name, former address and former fiscal year, if changed  since  last
report.

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  XXX           NO
                                        ---------         ---------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

            Class                     Outstanding at December 2, 1995
            -----                   ---------------------------------

Common stock - $1 par value                       38,220,333 shares
                                                  Executed Copy
                                      
                                  FORM 10-Q
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                      
                 Quarterly Report Under Section 13 or 15(d)
                                      
                   of the Securities Exchange Act of 1934
                                      
For Quarter Ended December 2, 1995             Commission File Number 1-4141

                 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                 ----------------------------------------------
                                      
             (Exact name of registrant as specified in 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)                 (Zip Code)


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

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

Former  name, former address and former fiscal year, if changed  since  last
report.

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  XXX           NO
                                        ---------         ---------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

            Class                   Outstanding at December 2, 1995
            -----                   ---------------------------------

Common stock - $1 par value                       38,220,333 shares
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                       PART I.  FINANCIAL INFORMATION
                                      
ITEM 1.  FINANCIAL STATEMENTS

          STATEMENTS OF CONSOLIDATED OPERATIONS & RETAINED EARNINGS
              (Dollars in thousands, except per share figures)
                                 (Unaudited)
                                      
                                12 Weeks Ended            40 Weeks Ended
                             December 2,  December 3,December 2,  December 3,
                               1995          1994       1995         1994
                            -----------  ----------- ----------- -----------
Sales                        $2,293,597  $2,345,597   $7,770,282  $7,961,870
Cost of merchandise sold    (1,627,476) (1,675,025)  (5,525,246) (5,697,743)
                             ----------  ----------   ----------  ----------
Gross margin                    666,121     670,572    2,245,036   2,264,127
Store operating, general and
 administrative expense
 (Note 4)                     (636,886)   (688,140)  (2,139,056) (2,224,049)

Write-off of goodwill and
  long-lived assets (Note 3)          -   (127,000)            -   (127,000)
                             ----------  ----------   ----------  ----------
Income (loss) from operations    29,235   (144,568)      105,980    (86,922)
Interest expense               (16,929)    (17,272)     (55,281)    (54,166)
                             ----------  ----------   ----------  ----------
Income (loss) before income
 taxes and cumulative effect
 of accounting change            12,306   (161,840)       50,699   (141,088)
Provision for income taxes
 (Note 5)                       (4,571)    (23,825)     (19,030)    (31,275)
                             ----------  ----------   ----------  ----------
Income (loss) before cumulative
 effect of accounting change      7,735   (185,665)       31,669   (172,363)

Cumulative effect on prior years of
 change in accounting principle:

   Postemployment benefits            -           -            -     (4,950)
                             ----------  ----------   ----------  ----------
Net income (loss)                 7,735   (185,665)       31,669   (177,313)
Retained earnings at
 beginning of period            352,912     522,243      332,800     529,179
Cash dividends                  (1,911)     (7,644)      (5,733)    (22,932)
                             ----------  ----------   ----------  ----------
Retained earnings at
 end of period               $  358,736  $  328,934   $  358,736  $  328,934
                             ==========  ==========   ==========  ==========
Earnings (loss) per share:
 Income (loss) before
     cumulative effect of
     accounting change       $      .20  $    (4.86)  $      .83 $    (4.51)

 Cumulative effect on prior years of
   change in accounting principle:

   Postemployment benefits            -           -            -        (.13)
                             ----------  ----------   ----------  ----------
 Net income (loss)           $      .20  $    (4.86)  $      .83       (4.64)
                             ==========  ==========   ==========  ==========

Cash dividends               $      .05  $      .20   $      .15  $      .60
                             ==========  ==========   ==========  ==========
Weighted average number of
  shares outstanding         38,220,483  38,220,333   38,220,483  38,220,333
                             ==========  ==========   ==========  ==========
                                      
               See Notes to Quarterly Report on Pages 5 and 6.
                                     -1-
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                         CONSOLIDATED BALANCE SHEETS
                         ---------------------------
                                      
                           (Dollars in thousands)
                                      
                                       December 2, 1995    February 25, 1995
                                      ------------------   ------------------
                                           (Unaudited)
ASSETS
------
  Current assets:
   Cash and short-term investments         $  113,480         $  128,930
   Accounts receivable                        186,382            205,619
   Inventories                                896,149            811,964
   Prepaid expenses and other assets           55,281             47,218
                                           ----------         ----------
     Total current assets                   1,251,292          1,193,731
                                           ----------         ----------

  Property:
   Property owned                           1,448,411          1,466,243
   Property leased                             98,417            107,494
                                           ----------         ----------
     Property-net                           1,546,828          1,573,737
  Other assets                                129,763            127,320
                                           ----------         ----------
  Total Assets                             $2,927,883         $2,894,788
                                           ==========         ==========














               See Notes to Quarterly Report on Pages 5 and 6.
                                      
                                      
                                      
                                      

                                     -2-

               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                         CONSOLIDATED BALANCE SHEETS
                         ---------------------------
                           (Dollars in thousands)

                                        December 2, 1995   February 25, 1995
                                       ------------------  ------------------
                                           (Unaudited)
LIABILITIES & SHAREHOLDERS' EQUITY
----------------------------------

  Current liabilities:
   Current portion of long-term debt         $   37,979       $  112,821
   Current portion of obligations under
     capital leases                              13,885           14,492
   Accounts payable                             484,747          447,081
   Book overdrafts                              150,671          157,521
   Accrued salaries, wages and benefits         143,769          158,109
   Accrued taxes                                 52,149           51,345
   Other accruals                               166,993          155,085
                                             ----------       ----------
     Total current liabilities                1,050,193        1,096,454
                                             ----------       ----------

  Long-term debt                                686,609          612,473
                                             ----------       ----------
  Obligations under capital leases              136,445          146,400
                                             ----------       ----------
  Deferred income taxes                         121,756          118,579
                                             ----------       ----------
  Other non-current liabilities                 132,639          145,968
                                             ----------       ----------
  Shareholders' equity:
   Preferred stock--no par value;
     authorized--3,000,000 shares;
     issued--none                                     -                -
   Common stock--$1 par value; authorized--
    80,000,000 shares;
    issued--38,229,490 shares                    38,229           38,229
   Capital surplus                              453,475          453,475
   Cumulative translation adjustment (Note 5)  (49,836)         (49,227)
   Retained earnings                            358,736          332,800
   Treasury stock, at cost, 9,157 shares          (363)            (363)
                                             ----------       ----------
   Total shareholders' equity                   800,241          774,914
                                             ----------       ----------
   Total liabilities and shareholders'
     equity                                  $2,927,883       $2,894,788
                                             ==========       ==========
               See Notes to Quarterly Report on Pages 5 and 6.
                                      
                                     -3-
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Dollars in thousands)
                                 (Unaudited)
                                                        40 Weeks Ended
                                                 December 2,      December 3,
                                                     1995            1994
                                                -------------    -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                               $  31,669      $(177,313)
  Adjustments to reconcile net income (loss)
   to cash provided by operating activities:
    Cumulative effect on prior years of change
      in accounting principle:
       Postemployment benefits                            -           4,950
    Write-off of goodwill and long-lived assets           -         127,000
    Depreciation and amortization                   174,697         185,604
    Deferred income tax provision on income
      before cumulative effect                            5          22,614
    Gain on disposal of owned property              (1,451)         (1,305)
    (Increase) decrease in receivables               19,557        (22,587)
    Increase in inventories                        (81,709)        (60,835)
    Increase in other current assets                (4,676)         (8,614)
    Increase in accounts payable                     34,057          22,432
    Decrease in accrued salaries,
      wages and benefits                           (15,029)         (3,747)
    Increase (decrease) in accrued taxes                918           2,085
    Increase (decrease) in store closing reserves  (13,200)           5,027
    Increase (decrease) in other accruals and
      other liabilities                              10,535        (32,376)
    Other                                           (4,087)           8,226
                                                  ---------       ---------
Net cash provided by operating activities           151,286          71,161
                                                  ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for property                       (165,953)       (163,745)
  Proceeds from disposal of property                 26,294           7,673
                                                  ---------       ---------
Net cash used in investing activities             (139,659)       (156,072)
                                                  ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in short-term debt                          6,183          30,887
  Proceeds under revolving lines of credit
    and long-term borrowings                        761,985          96,031
  Payments on revolving lines of credit
    and long-term borrowings                      (771,075)        (57,902)
  Increase (decrease) in book overdrafts            (7,789)          55,921
  Principal payments on capital leases             (11,133)        (12,140)
  Cash dividends                                    (5,733)        (22,932)
                                                  ---------       ---------
Net cash (used in) provided by financing
 activities                                        (27,562)          89,865
                                                  ---------       ---------
Effect of exchange rate changes on
  cash and short-term investments                       485           (458)
                                                  ---------       ---------
NET INCREASE (DECREASE) IN CASH AND
   SHORT-TERM INVESTMENTS                          (15,450)           4,496

Cash and Short-Term Investments
  at Beginning of Period                            128,930         124,236
                                                  ---------       ---------
CASH AND SHORT-TERM INVESTMENTS
  AT END OF PERIOD                                $ 113,480       $ 128,732
                                                  =========       =========
                                      
               See Notes to Quarterly Report on Pages 5 and 6.
                                      
                                     -4-
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                          NOTES TO QUARTERLY REPORT
                          -------------------------
1) BASIS OF PRESENTATION

   The consolidated financial statements for the 40 weeks ended December  2,
   1995  and  December  3,  1994  are  unaudited,  and  in  the  opinion  of
   management,  all  adjustments necessary for a fair presentation  of  such
   financial statements have been included.  Such adjustments consisted only
   of  normal  recurring items, except for the cumulative effect  adjustment
   associated  with  the  adoption  of  Statement  of  Financial  Accounting
   Standards  ("SFAS")  No.  112 "Employers' Accounting  for  Postemployment
   Benefits"   (Note  2),  the write-off of goodwill and  long-lived  assets
   (Note  3),  the provision for employee buy-out costs (Note  4)   and  the
   valuation  allowance recorded for deferred tax assets (Note 5).   Interim
   results are not necessarily indicative of results for a full year.

   The consolidated financial statements include the accounts of the Company
   and all majority-owned subsidiaries.

   This  Form  10-Q  should  be  read  in  conjunction  with  the  Company's
   consolidated financial statements and notes incorporated by reference  in
   the 1994 Annual Report on Form 10-K.

   Certain  reclassifications have been made to the prior  interim  periods'
   financial   statements  in  order  to  conform  to  the  current   period
   presentation.


2) ACCOUNTING CHANGE

   Effective February 27, 1994, the Company adopted SFAS No. 112 "Employers'
   Accounting  for  Postemployment Benefits".  SFAS  No.  112  requires  the
   accrual  of costs for preretirement, postemployment benefits provided  to
   former  or  inactive employees and the recognition of an  obligation  for
   these benefits.

   The  Company's previous accounting policy had been to accrue for workers'
   compensation and a principal portion of long-term disability benefits and
   to  expense other postemployment benefits, such as short-term disability,
   as incurred.  As a result, the Company recorded a charge of $5.0 million,
   net  of applicable income taxes of $3.9 million, as the cumulative effect
   of  recording  the  obligation as of February 27, 1994.   The  effect  of
   adopting the Statement had an immaterial effect on the financial  results
   before the cumulative effect of accounting change for the interim periods
   presented.


3) WRITE-OFF OF GOODWILL AND LONG-LIVED ASSETS

   During  the third quarter of fiscal 1994, the Company recorded a non-cash
   charge  of  $127  million reflecting $50 million  for  the  write-off  of
   goodwill  related  to  the acquisition of Miracle Food  Mart  ("Miracle")
   stores  in  Canada and $77 million for the write-down of certain  Miracle
   fixed  assets.  Miracle experienced a work stoppage for a 14-week  period
   at  the  end  of fiscal 1993.  Under Canadian labor laws the stores  were
   closed  during this time period.  The labor dispute was settled  and  the
   stores   reopened  for  business  on  February  25,  1994.   The  Company
   anticipated that the new labor agreement would have a positive impact on

                                     -5-

   operating  results  assuming historical sales levels could  be  attained.
   Through  the  first half of fiscal 1994, the Company expended significant
   promotional efforts in order to regain its pre-strike sales levels.   The
   sales performance through the first half of fiscal 1994 was disappointing
   and  the  Company continued to monitor Miracle's performance through  the
   third  quarter.  Sales performance in the third quarter continued  to  be
   negative when compared to pre-strike sales levels.  The Company no longer
   believed that Miracle's negative operating performance was temporary  and
   accordingly,  revised its future expected cash flow  projections.   These
   revised  projections  indicated that the goodwill balance  would  not  be
   recoverable   over  its  remaining  life.   Further,  these   projections
   indicated  that the operating results of Miracle would not be  sufficient
   to  absorb  the depreciation and amortization of certain of its operating
   fixed  assets.   Accordingly, Miracle's goodwill balance was  written-off
   and  fixed  assets  relating to Miracle stores  which  were  expected  to
   continue to generate operating losses were written-down as of the end  of
   the third quarter of fiscal 1994.


4) STORE OPERATING, GENERAL AND ADMINISTRATIVE EXPENSE

   Included in "Store operating, general and administrative expense" in  the
   third quarter of fiscal 1994 is a charge of $25 million to cover the cost
   of  Canadian employee buy-outs which were offered to certain employees in
   conjunction  with the Company's decision to convert a significant  number
   of  its  Ontario-based  stores to a low-cost format.   In  addition,  the
   Company recorded a charge of $17 million to cover the cost of closing  13
   non-Miracle stores during fiscal 1995.


5) INCOME TAXES

   During the third quarter of fiscal 1994, the Company recorded a reduction
   of its net deferred tax assets of approximately $16 million.  Such amount
   was  comprised  of a $43 million charge to provide a valuation  allowance
   against previously recorded Canadian deferred tax assets for which, based
   on  current  available evidence, it is more likely  than  not  that  such
   deferred tax asset will not be realized.  Offsetting this charge was  the
   reversal of a previously recorded liability in the amount of $27  million
   representing the taxes associated with the undistributed earnings of  its
   Canadian  operations as a result of the Company's election to permanently
   reinvest these prior years earnings.  Further, this decision resulted  in
   a  direct charge to equity of approximately $20 million to eliminate  the
   deferred tax asset related to the Cumulative Translation Adjustment.













                                     -6-



ITEM 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
              ------------------------------------------------
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                       12 WEEKS ENDED DECEMBER 2, 1995
                       -------------------------------
OPERATING RESULTS

Sales for the third quarter ended December 2, 1995 of $2.3 billion decreased
$52  million or 2.2% from last year.  Contributing to this decrease  is  the
Company's continuing program to eliminate obsolete, unproductive stores, and
the  consequent  closing  of 82 stores during the first  three  quarters  of
fiscal 1995.  The closure of 106 stores, excluding replacement stores, since
the  beginning of the third quarter of fiscal 1994 reduced comparative sales
by  $90 million or 3.8% in the third quarter of fiscal 1995.  The opening of
25  new  stores,  excluding replacement stores, since the beginning  of  the
third  quarter  of fiscal 1995 added approximately $54 million  or  2.3%  to
sales  in the third quarter of fiscal 1995.  Same store sales for the  third
quarter,  including  replacement stores, decreased by 0.8%  from  the  prior
year.   Average  weekly sales per store were approximately  $178,200  versus
$172,600 for the corresponding period of the prior year for a 3.2% increase.

Third  quarter  sales for U.S. operations declined, with same  store  sales,
which  include replacement stores, down 0.8% from the prior year as a result
of  increased competitive activity in response to tighter customer spending.
In  Canada,  third  quarter same store sales, including replacement  stores,
decreased 0.9% from the prior year.

Gross  margin  as a percent of sales increased 0.4% to 29.0%  in  the  third
quarter of 1995 from 28.6% for the third quarter of the prior year resulting
primarily  from  increased gross margin rates in both the  U.S.  and  Canada
partly  offset by increased promotional price reductions in  the  U.S.   The
gross  margin  dollar decrease of $4 million is a result of  a  decrease  in
volume of $15 million, partly offset by an increase in gross margin rates of
$11  million.  The U.S. gross margin decreased $4 million principally  as  a
result  of  decreased volume of $9 million partly offset by an  increase  in
gross margin rates of $5 million.

Store  operating, general and administrative expense as a percent  of  sales
for  the third quarter of fiscal 1995 increased to 27.8% from 27.6% for  the
same  period in the prior year, after excluding a charge of $25 million  for
employee buy-out costs incurred as a result of new labor agreements  entered
into in Canada and the charge of $17 million for the cost of closing 13 non-
Miracle stores in Canada recorded in the third quarter of fiscal 1994.   The
0.2%   increase  resulted  primarily  from  increased  costs  and   expenses
associated  with  store  operating expenses in the U.S.,  partly  offset  by
reduced  advertising costs in the U.S. and reduced labor  costs  in  Canada.
However, store operating, general and administrative expense of $637 million
for the third quarter 1995 decreased $9 million from the third quarter 1994,
after excluding the charges noted above of $25 million and $17 million, as a
result of reduced labor costs in Canada, and a decrease in U.S. advertising,
offset by an increase in U.S. store operating expenses.

During  the  third quarter of fiscal 1994 the Company recorded a  charge  of
$127  million representing the write-off of $50 million of goodwill and  the
write-down  of $77 million of fixed assets relating to Miracle stores  which
will continue to generate operating losses.

                                     -7-


In November of 1993, the Miracle stores went on strike for a 14-week period.
When  the  Miracle strike ended in late February 1994, Management determined
at  that time that the goodwill balance associated with Miracle stores would
be  recoverable  over its remaining life.  This conclusion  was  based  upon
projections  which  comprehended (i) the historical performance  and  market
shares  of the Miracle stores in pre-strike periods, (ii) the labor  savings
projected  to  be  realized  as  a result of  the  favorable  terms  of  the
settlement (principally wage and benefit concessions and the ability to  use
newly  hired part-time employees after a certain level of full and part-time
union  employment had been realized), and (iii) the regaining of  pre-strike
sales  and operating margins which was anticipated to occur because  of  the
implementation of extensive promotional programs in the Miracle stores.  The
Company's  operating projections for the post-strike period  indicated  that
Miracle  would generate income from operations and would be able to  recover
the amortization of the goodwill balance over its remaining life.  Since the
Canadian labor laws preclude the replacement of striking workers, the strike
resulted  in a complete shutdown of all of the Miracle stores.   The  strike
was  resolved on February 20, 1994 and the Company paid $17 million in labor
settlement  costs.   These  stores  were reopened  for  business  commencing
February  25,  1994.  Following the strike, Management instituted  extensive
and  costly  promotional  campaigns  designed  to  assist  in  its  goal  of
reestablishing pre-strike sales levels.

Management continued to assess the performance of the Miracle stores  during
the  post-strike  period.  The anticipated recovery  of  Miracle  sales  and
operating margins was not yet realized through June 18, 1994, the end of the
Company's  first  fiscal  quarter or September 10,  1994,  the  end  of  the
Company's  second  fiscal quarter.  Through the second  quarter  same  store
sales and margins had declined significantly when compared to the prior year
pre-strike  levels.  At that time, Management concluded that  the  following
factors  were  the  principal reasons why the  recovery  had  not  yet  been
realized:  (i)  increased  price competition  from  Miracle  competitors  in
response  to  the  promotional activities implemented by Miracle,  (ii)  the
inability  to yet utilize part-time employees (a key element of  the  strike
settlement which required increased sales levels to be effective) and  (iii)
the   continuing  effects  of  the  complete  shutdown  during  the  strike.
Management  continued to believe that these negative trends  were  temporary
and  that  more  time  was required to determine the  effectiveness  of  the
promotional  programs  and the changed competitive environment.   Management
continued  to  closely monitor the operating performance  and  sales  levels
during the third quarter.

Despite  the extensive promotional programs, in the period through  December
3,  1994,  the  operating performance of Miracle did  not  improve  and  the
negative sales trends and deteriorating margin levels continued.  Management
believed  that  the negative results which have occurred subsequent  to  the
strike were no longer temporary and, accordingly, prior operating cash  flow
projections  of  Miracle were revised.  These revised projections  indicated
that  the Miracle goodwill balance would not be recovered over its remaining
life and the full amount thereof should be written-off.

Further,  the levels of sales and operating cash flow achieved  through  the
first  nine  months  of the current fiscal year, coupled  with  the  reduced
expectations   of  future  Miracle  operations,  indicated  that   Miracle's
operating  results  would not be sufficient to absorb the  depreciation  and
amortization of certain of its operating fixed assets.  In order to  measure
this impairment, the Company analyzed the projected operating performance of
each store comprising the Miracle division and reflected the impairment of

                                     -8-

the fixed assets attributable to those stores which the Company now believes
will  continue  to  generate an operating loss before  taking  into  account
depreciation and amortization expenses.  The Company has no current plans to
close  Miracle  stores in spite of their negative performance  and  believes
that  the  total Canadian operations will be able to absorb their  projected
fixed costs.  The Company also believes that the fixed assets related to the
Canadian  operations  exclusive of Miracle are recoverable  from  operations
over their remaining useful lives.

Based on current information, the Company has no reasonable basis to believe
that  any  existing goodwill on the books of the Company is required  to  be
written  off.  After giving effect to the Miracle goodwill write-off,  there
is currently no goodwill recorded on the books of the Canadian operations.

Interest  expense  decreased  $0.3 million  from  the  previous  year.   The
decrease  is  a  result  of a decrease in the U.S.  resulting  from  reduced
borrowings,  offset  by an increase in Canadian interest  expense  resulting
from an increase in borrowings and interest rates.

Income  before taxes for the third quarter ended December 2, 1995  of  $12.3
million  increased  72% from the same period last year after  excluding  the
charge  for the write-off of goodwill and long-lived assets of $127 million,
the  employee buy-out provision of $25 million and the provision  for  store
closings  of $17 million.  The increase is mainly the result of the decrease
in  store operating, general and administrative expense of approximately  $9
million.

The  income tax provision recorded in the third quarter of fiscal years 1995
and  1994 reflects the Company's estimated expected annual tax rates applied
to  their  respective  domestic and foreign financial  results.   The  third
quarter 1995 provision mainly reflects the taxes on the U.S. income, as  the
Canadian  income  tax expense is principally offset by the reversal  of  the
valuation allowance previously established.

The  income  tax  provision recorded in the third  quarter  of  fiscal  1994
includes  a  charge  of  $43 million for the establishment  of  a  valuation
allowance  to  offset  previously recorded Canadian  deferred  tax  benefits
resulting  from  loss carryforwards  for which, based on  current  available
evidence, it is more likely than not that such deferred tax asset  will  not
be  realized.   Offsetting  this charge was  the  reversal  of  $27  million
representing  the taxes associated with the undistributed  earnings  of  its
Canadian  operations  as a result of the Company's election  to  permanently
reinvest  these prior years earnings.  Further, this decision also  resulted
in  a  direct  charge  to  equity to eliminate the  deferred  tax  asset  of
approximately $20 million related to the Cumulative Translation  Adjustment.
In  addition, third quarter fiscal 1994 results were further affected by the
Company's  decision  to  no longer record income  tax  benefits  on  current
Canadian losses.

As  of December 2, 1995, the Company is continuing to fully reserve for  all
Canadian deferred tax assets.







                                     -9-
                                      
                                      
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                       40 WEEKS ENDED DECEMBER 2, 1995
                    -------------------------------------
OPERATING RESULTS

Sales for the 40 weeks ended December 2, 1995 of $7.8 billion decreased $192
million  or 2.4% from last year.  Contributing to this decrease is that  the
Company closed 159 stores since the beginning of fiscal 1994, of which eight
were  sold to Edwards Super Food Stores in the first quarter of fiscal 1995.
The  store  closures, excluding replacement stores, since the  beginning  of
fiscal 1994 reduced comparative sales by approximately $308 million or  3.9%
in  the  first  three quarters of fiscal 1995.  The opening  of  31  stores,
excluding  replacement  stores, since the beginning  of  fiscal  1994  added
approximately $165 million or 2.1% to sales in the first three  quarters  of
fiscal  1995.  Same store sales, including replacement stores,  for  the  40
weeks  decreased 0.7% from the prior year.  Average weekly sales  per  store
were approximately $177,900 versus $172,300 for the same period of the prior
year for a 3.3% increase.

Year  to  date  sales for U.S. operations declined, with same  store  sales,
which include replacement stores, down 0.5% from the prior year.  In Canada,
year  to  date sales decreased, with same store sales, including replacement
stores, down 1.8% from the prior year.

Gross  margin as a percent of sales increased 0.5% to 28.9% for the  current
year  from 28.4% for the prior year resulting primarily from increased gross
margin  rates  in  both  the  U.S. and Canada  partly  offset  by  increased
promotional  price reductions in the U.S.  The gross margin dollar  decrease
of  $19  million  is a result of a decrease in volume of $56 million  partly
offset by an increase in gross margin rates of $37 million.  The U.S.  gross
margin decreased $34 million principally as a result of decreased volume  of
$42  million  partly  offset by an increase in  gross  margin  rates  of  $8
million.   In Canada, gross margin increased $15 million, consisting  of  an
increase  in gross margin rates of $27 million offset by volume declines  of
$12 million.

Store  operating, general and administrative expense as a percent  of  sales
for  the  40 weeks ended December 2, 1995 increased to 27.5% from 27.4%  for
the  prior year after excluding a charge of $25 million for employee buy-out
costs  incurred as a result of new labor agreements entered into  in  Canada
and  a  charge  of $17 million to cover the cost of closing  13  non-Miracle
stores  in  Canada recorded in the third quarter of fiscal 1994.   The  0.1%
increase  resulted  primarily from increased costs and  expenses  associated
with  store  operating expenses in the U.S., partly offset by reduced  labor
and  advertising  costs  in  both  the  U.S.  and  Canada.   However,  store
operating,  general and administrative expense of $2.1 billion  for  the  40
weeks ended December 2, 1995 decreased $43 million from the same period last
year,  after  excluding  the charges noted above  of  $25  million  and  $17
million, mainly as a result of reduced labor costs in Canada, a decrease  in
U.S. and Canadian advertising, offset by an increase in U.S. store operating
expenses.

As discussed in detail on pages 7, 8 and 9, the Company recorded a charge in
the  third quarter of fiscal 1994 of $127 million representing the write-off
of $50 million of goodwill and the write down of $77 million of fixed assets
relating to Miracle stores which will continue to generate operating losses.
                                      
                                      
                                    -10-

Interest  expense increased $1.1 million from the previous year, principally
in  Canada on increased borrowings and an increase in interest rates, partly
offset by decreased borrowings and a decrease in interest expense on capital
leases in the U.S.

Income before taxes for the 40 weeks ended December 2, 1995 of approximately
$50.7 million increased from $27.9 million or 82% from the same period  last
year,  after  excluding the charge for the write-off of goodwill  and  long-
lived  assets of $127 million, the employee buy-out provision of $25 million
and the provision for store closings of $17 million.  The increase is mainly
the  result  of  a  $43  million decrease in store  operating,  general  and
administrative  expense, partially offset by a decrease in gross  margin  of
$19 million.

The  income  tax provision for the first 40 weeks of fiscal years  1995  and
1994  reflects the Company's estimated expected annual tax rates applied  to
their  respective domestic and foreign financial results.  In the first  and
second  quarters  of fiscal year 1994, the income tax provision  included  a
deferred tax benefit relating to the Canadian operating results.

In  addition,  the income tax provision for the 40 weeks ended  December  3,
1994  includes a charge of $43 million for the establishment of a  valuation
allowance  to  offset  previously recorded Canadian  deferred  tax  benefits
resulting  from  loss  carryforwards for which, based on  current  available
evidence, it is more likely than not that such deferred tax asset  will  not
be  realized.   Offsetting  this charge was  the  reversal  of  $27  million
representing  the taxes associated with the undistributed  earnings  of  its
Canadian  operations  as a result of the Company's election  to  permanently
reinvest  these prior years earnings.  Further, this decision also  resulted
in  a  direct  charge  to  equity to eliminate the  deferred  tax  asset  of
approximately $20 million related to the Cumulative Translation  Adjustment.
The third quarter fiscal 1994 results were further affected by the Company's
decision to no longer record income tax benefits on current Canadian losses.

As  of  December 2, 1995 the Company is continuing to fully reserve for  all
Canadian deferred tax assets.

Effective  February 27, 1994, the Company adopted SFAS No.  112  "Employers'
Accounting for Postemployment Benefits".  As a result, the Company  recorded
a  charge  of $5.0 million or $0.13 per share (net of tax) as the cumulative
effect of this change on prior years.


LIQUIDITY AND CAPITAL RESOURCES

The  Company ended the third quarter of fiscal 1995 with working capital  of
$201  million  compared to $97 million at the beginning of the fiscal  year.
The Company had cash and short-term investments aggregating $113 million  at
the  end of the third quarter of fiscal 1995 compared to $129 million at the
end of fiscal 1994.

On October 17, 1995, the Company's Canadian subsidiary, The Great Atlantic &
Pacific  Company of Canada, Ltd., ("A&P Canada") issued U.S. $75 million  of
unsecured,  non-callable 7.78% Notes due November 2000.   The  net  proceeds
from  the  issuance of these Notes was used to repay indebtedness under  the
Canadian subsidiary's revolving credit facility.

At  December  2, 1995, the Company had approximately $200 million  available
under its revolving credit agreements and approximately $45 million in  bank
lines of credit.
                                    -11-


In  December 1995, subsequent to the end of the third quarter, syndicates of
banks  provided  an  aggregate  of U.S. $475 million  unsecured,  five  year
revolving credit facilities to the Company and A&P Canada.

The  Company's  loan agreements and public bonds contain  certain  financial
covenants and limitations on the incurrence of additional indebtedness.  The
Company was in compliance with such covenants as of December 2, 1995.

For  the 40 weeks ended December 2, 1995, capital expenditures totaled  $166
million, which included 26 new stores and 58 remodels and enlargements.  The
Company expects to have capital expenditures of approximately $47 million in
the fourth quarter of fiscal 1995.

The   Company's  available  cash  resources,  together  with   income   from
operations,  are  sufficient for the Company's capital expenditure  program,
mandatory scheduled debt repayments and dividend payments for fiscal 1995.








































                                    -12-



               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

                                      
                         PART II.  OTHER INFORMATION
                         ---------------------------


Item 1.  Legal Proceedings
         -----------------
         None


Item 2.  Changes in Securities
         ---------------------
         None


Item 3.  Defaults Upon Senior Securities
         -------------------------------
         None


Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------
         None


Item 5.  Other Information
         -----------------
         None


Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
         10 - Competitive Advance and Revolving Credit Facilities
              Agreement dated as of December 12, 1995.






















                                    -13-
                                      
                                      
               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.



Date: January 16, 1996    By:        /s/ Kenneth A. Uhl
                             ---------------------------------------
                               Kenneth A. Uhl, Vice President and
                                Controller (Chief Accounting Officer)

































                                    -14-
                                      
               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.



Date: January 16, 1996    By:
                             ---------------------------------------
                               Kenneth A. Uhl, Vice President and
                                Controller (Chief Accounting Officer)

































                                    -14-