Conformed Copy
                                      
                                      
                                  FORM 10-Q
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                      
              Quarterly Report Pursuant to Section 13 or 15(d)
                                      
                   of the Securities Exchange Act of 1934
                                      
For Quarter Ended June 20, 1998             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
                                                       ------------

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


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 June 20, 1998
            -----                      ----------------------------

Common stock - $1 par value                       38,252,966 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 share amounts)
                                 (Unaudited)
                                      
                                            16 Weeks Ended
                                       June 20,         June 14,
                                         1998             1997
                                      ----------       ----------

Sales                                 $3,078,386       $3,104,591
Cost of merchandise sold              (2,192,073)      (2,220,375)
                                      ----------       ----------
Gross margin                             886,313          884,216
Store operating, general and
 administrative expense                 (842,082)        (831,210)
                                      ----------       ----------
Income from operations                    44,231           53,006
Interest expense                         (21,032)         (24,418)
Interest income                            2,078            2,265
                                      ----------       ----------
Income before income taxes                25,277           30,853
Provision for income taxes                (6,108)          (8,066)
                                      ----------       ----------
Net income                                19,169           22,787
Retained earnings at
 beginning of period                     495,510          447,768
Cash dividends                            (3,825)          (3,825)
                                      ----------       ----------
Retained earnings at
 end of period                        $  510,854       $  466,730
                                      ==========       ==========
Earnings per share:

 Net income per share-basic           $      .50       $      .60
                                      ==========       ==========
 Net income per share-diluted         $      .50       $      .60
                                      ==========       ==========

Cash dividends                        $      .10       $      .10
                                      ==========       ==========

Weighted average number of
  common shares outstanding           38,252,966       38,248,966
Common stock equivalents                  88,161            3,756
Weighted average number of
  common and common equivalent        ----------       ----------
  shares outstanding                  38,341,127       38,252,722
                                      ==========       ==========

                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                  See Notes to Quarterly Report on Page 5.
                                      
                                    - 1 -
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                         CONSOLIDATED BALANCE SHEETS
                         ---------------------------
                            (Dollars in thousands)
                                      
                                          June 20, 1998    Feb. 28, 1998
                                          -------------    -------------
                                           (Unaudited)
ASSETS
------
  Current assets:
   Cash and short-term investments        $   140,350       $   70,937
   Accounts receivable                        217,635          227,703
   Inventories                                881,606          882,229
   Prepaid expenses and other assets           31,895           36,358
                                           ----------       ----------
     Total current assets                   1,271,486        1,217,227
                                           ----------       ----------

  Property:
   Property owned                           1,534,253        1,506,819
   Property leased                             86,169           90,058
                                           ----------       ----------
     Property-net                           1,620,422        1,596,877
  Other assets                                181,981          181,149
                                           ----------       ----------
  Total Assets                             $3,073,889       $2,995,253
                                           ==========       ==========


                                      











                                      






                  See Notes to Quarterly Report on Page 5.
                                      
                                     -2-
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                         CONSOLIDATED BALANCE SHEETS
                         ---------------------------
                           (Dollars in thousands)

                                           June 20, 1998   Feb. 28, 1998
                                           --------------  -------------
                                             (Unaudited)
LIABILITIES & SHAREHOLDERS' EQUITY
----------------------------------

  Current liabilities:
   Current portion of long-term debt         $ 17,910       $   16,824
   Current portion of obligations under
     capital leases                            12,125           12,293
   Accounts payable                           508,296          441,149
   Book overdrafts                            145,543          151,846
   Accrued salaries, wages and benefits       147,531          146,064
   Accrued taxes                               64,717           57,856
   Other accruals                             121,175          129,098
                                           ----------       ----------
     Total current liabilities              1,017,297          955,130
                                           ----------       ----------

  Long-term debt                              702,335          695,292
                                           ----------       ----------
  Obligations under capital leases            115,815          120,980
                                           ----------       ----------
  Deferred income taxes                       122,137          120,618
                                           ----------       ----------
  Other non-current liabilities               180,230          176,601
                                           ----------       ----------
  Commitments and contingencies
  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 and
       outstanding 38,252,966                  38,253           38,253
   Capital surplus                            453,894          453,894
   Cumulative translation adjustment          (60,716)         (54,815)
   Minimum pension liability adjustment        (6,210)          (6,210)
   Retained earnings                          510,854          495,510
                                           ----------       ----------
   Total shareholders' equity                 936,075          926,632
                                           ----------       ----------
   Total liabilities and shareholders'
     equity                                $3,073,889       $2,995,253
                                           ==========       ==========
                  See Notes to Quarterly Report on Page 5.
                                      
                                     -3-
                                      
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Dollars in thousands)
                                 (Unaudited)
                                      
                                                       16 Weeks Ended
                                               June 20, 1998   June 14, 1997
                                               --------------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                    $ 19,169         $ 22,787
  Adjustments to reconcile net income
   to cash provided by operating activities:
    Depreciation and amortization                 72,194           71,439
    Deferred income tax provision                  3,390            5,541
    (Gain) loss on disposal of owned property     (3,295)           1,013
    (Increase)decrease in receivables              8,731           (6,272)
     Increase in inventories                      (3,055)         (19,281)
    (Increase) decrease in prepaid expenses
      and other current assets                     3,460          (13,775)
    (Increase) decrease in other assets           (2,115)             640
    Increase in accounts payable                  69,736           26,460
    Decrease in accrued salaries,
      wages and benefits                            (789)          (3,329)
    Increase in accrued taxes                      7,007            9,324
    Increase in other accruals
      and other liabilities                        4,129            7,158
    Other operating activities, net               (1,758)             127
                                               ---------        ---------
Net cash provided by operating activities        176,804          101,832
                                               ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for property                     (107,030)         (83,221)
  Proceeds from disposal of property               5,010            1,823
                                               ---------        ---------
Net cash used in investing activities           (102,020)         (81,398)
                                               ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in short-term debt                      26,500          (72,000)
  Proceeds under revolving lines of credit       160,000           41,148
  Payments on revolving lines of credit         (180,000)        (173,641)
  Proceeds from long-term borrowings               3,556          301,379
  Payments on long-term borrowings                (1,927)          (2,420)
  Principal payments on capital leases            (3,744)          (3,825)
  Decrease in book overdrafts                     (4,419)         (29,654)
  Deferred financing fees                              -           (2,434)
  Proceeds from stock options exercised                -               35
  Cash dividends                                  (3,825)          (3,825)
                                               ---------        ---------
Net cash provided by (used in)
  financing activities                            (3,859)          54,763
                                               ---------        ---------
Effect of exchange rate changes on
  cash and short-term investments                 (1,512)            (133)
                                               ---------        ---------
NET INCREASE IN CASH AND
   SHORT-TERM INVESTMENTS                         69,413           75,064

Cash and Short-Term Investments
  at Beginning of Period                          70,937           98,830
                                               ---------        ---------
CASH AND SHORT-TERM INVESTMENTS
  AT END OF PERIOD                             $ 140,350        $ 173,894
                                               =========        =========
   
                  See Notes to Quarterly Report on Page 5.
                                      
                                     -4-
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                          NOTES TO QUARTERLY REPORT
                          -------------------------

1)   BASIS OF PRESENTATION

   The  consolidated financial statements for the 16 week period ended  June
   20,  1998  and  June  14,  1997 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.   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 1997 Annual Report on Form 10-K.

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


2) INCOME  TAXES

   The  income tax provisions recorded in the first quarter of fiscal  years
   1998  and 1997 reflect the Company's estimated expected annual tax  rates
   applied to their respective domestic and foreign financial results.   The
   first  quarter  1998  and 1997 income tax provisions mainly  reflect  the
   taxes  on  U.S. income, as the Canadian income tax expense is principally
   offset  by  the  reversal of its deferred tax asset valuation  allowance.
   During the first quarter of fiscal 1998 and 1997, the Canadian operations
   generated  pretax  earnings  and reversed  a  portion  of  the  valuation
   allowance  to  the extent of such pretax earnings.  The reversal  of  the
   valuation  allowance amounted to $4.9 million and $5.2  million  for  the
   first  quarter  of  fiscal years 1998 and 1997,  respectively.   Although
   Canada generated pretax earnings, the Company was unable to conclude that
   the  Canadian  deferred  tax  assets were more  likely  than  not  to  be
   realized. This conclusion was based in part on Management's assessment of
   the  competitive  Canadian  marketplace and the  level  of  the  Canadian
   earnings.   Accordingly, at June 20, 1998 the Company  is  continuing  to
   fully  reserve  its  Canadian  net deferred  tax  asset.   The  valuation
   allowance  will  be adjusted when and if, in the opinion  of  Management,
   significant  positive evidence exists which indicates  that  it  is  more
   likely than not that the Company will be able to realize the Canadian net
   deferred  tax asset.  The positive evidence that Management  believes  is
   necessary  in  order to reverse some or all of the Canadian deferred  tax
   asset  valuation allowance is a trend in earnings to a level which  would
   allow Management to conclude that it is more likely than not that a 
   portion or all of the deferred tax assets would be realized.  The Canadian
   pretax income for financial statement purposes is higher than the taxable
   income  for tax purposes due to certain differences between the financial
   statement and income tax treatment of certain items.  This is of  further
   significance since the largest portion of the Canadian deferred tax asset
   relates  to net operating loss carryforwards which expire between  fiscal
   1999 and fiscal 2002.

                                       -5-

3) FOOD BASICS FRANCHISING

   As of June 20, 1998, the Company served 53 Food Basics franchised stores.
   These franchisees are required to purchase inventory exclusively from the
   Company  which acts as a wholesaler to the franchisees.  The Company  had
   sales to these franchised stores of $122 million and $99 million for  the
   16 week period ended in fiscal 1998 and 1997, respectively.  In addition,
   the  Company subleases the stores and leases the equipment in the  stores
   to   the   franchisees.    The   Company  also  provides   merchandising,
   advertising,   accounting  and  other  consultative   services   to   the
   franchisees  for which it receives a nominal fee which mainly  represents
   the reimbursement of costs incurred to provide such services.

   Included   in   other   assets  are  Food  Basics  franchising   business
   receivables,  net  of  allowance  for  doubtful  accounts,  amounting  to
   approximately  $34.3  million and $37.6 million  at  June  20,  1998  and
   February 28, 1998, respectively.

   The  inventory  notes are collaterized by the inventory  in  the  stores,
   while the equipment lease receivables are collateralized by the equipment
   in the stores.  The current portions of the inventory notes and equipment
   leases  of  approximately $1.8 million and $1.9 million are  included  in
   accounts   receivable  at  June  20,  1998  and    February   28,   1998,
   respectively.

   The  repayment of the inventory notes and equipment leases are  dependent
   upon  positive operating results of the stores.  To the extent  that  the
   franchisees incur operating losses, the Company establishes an  allowance
   for  doubtful accounts.  The Company continually assesses the sufficiency
   of  the  allowance  on a store by store basis based  upon  the  operating
   losses  incurred  and the related collateral underlying the  amounts  due
   from  the  franchisees.  In the event of default  by  a  franchisee,  the
   Company  reserves the option to reacquire the inventory and equipment  at
   the store and operate the franchise as a corporate owned store.




4) NEW   ACCOUNTING  PRONOUNCEMENT

   Effective  March  1,  1998  the Company adopted  Statement  of  Financial
   Accounting  Standards  No. 130, "Reporting Comprehensive  Income."   This
   Statement  requires  that  all  components  of  comprehensive  income  be
   reported prominently in the financial statements.  Currently, the Company
   has  other  comprehensive income relating to foreign currency translation
   adjustment.   The Company's total comprehensive income for  the  16  week
   period of fiscal 1998 and 1997 was as follows (in thousands):

                                                     16  Weeks Ended
                                      -----------------------------------
                                       June 20, 1998        June 14, 1997
                                      ----------------   ------------------
      Net income                         $19,169            $22,787
      Foreign currency translation
         adjustment                       (5,901)              (633)
                                       ---------           ---------
      Total comprehensive income         $13,268            $22,154
                                      ==========           =========


   In  June 1998, the Financial Accounting Standards Board issued Statement
   of  Financial  Accounting Standards No. 133, "Accounting  for  Derivative
   Instruments  and  Hedging Activities" ("SFAS No. 133").   This  Statement
   requires  that all derivative instruments be measured at fair  value  and
   recognized  in  the statement of financial position as either  assets  or
   liabilities.  The Company is currently studying the effects of  SFAS  No.
   133 on its cross-currency and interest rate swaps and expects to adopt
   SFAS No. 133 in fiscal 2000.





                           -6-

                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
ITEM 2
-------
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
              ------------------------------------------------
                                      
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                        16 WEEKS ENDED JUNE 20, 1998
                        ----------------------------
OPERATING RESULTS

Sales  for  the first quarter ended June 20, 1998 of $3.1 billion  decreased
$26  million or 0.8% from the prior year first quarter.  The opening  of  21
stores  in  new  market  areas  since the beginning  of  fiscal  1997  added
approximately  $61 million or 2.0% to sales in the first quarter  of  fiscal
1998.   In  addition, wholesale sales to the Food Basics  franchised  stores
increased $23 million or 23% to $122 million for the 16 weeks ended June 20,
1998,  which  increased total Company sales by 0.7%.  These  increases  were
partially offset by the closure of 75 stores, excluding replacement  stores,
since  the  beginning  of fiscal 1997, of which 11 have  been  sold  in  the
Carolina  market, which reduced total sales by approximately $77 million  or
2.5%  in  the  first  quarter of fiscal 1998.  A decrease  in  the  Canadian
exchange  rate reduced first quarter fiscal 1998 sales by $23  million.   In
addition,  same  store sales ("same store sales" referred to herein  include
replacement stores) decreased 0.5% or $14 million from the same period  last
year.

Average  weekly  sales  per supermarket were approximately  $203,000  versus
$197,000 for the corresponding period of the prior year resulting  in  a  3%
increase.  Same store sales for Canadian operations increased 4.5% from  the
prior year while same store sales for U.S. operations declined 1.5% from the
prior year.

Gross  margin as a percent of sales increased 31 basis points to  28.79%  in
the first quarter of fiscal 1998 from 28.48% for the first quarter of fiscal
1997,  resulting primarily from higher margins and a better  mix  of  higher
margin items.  The gross margin dollar increase of $2 million resulted  from
an  increase in the gross margin rate of $11 million partially offset  by  a
decrease  in  sales volume which reduced gross margin by $4  million  and  a
decrease  in the Canadian exchange rate which decreased gross margin  by  $5
million.   The  U.S. operations accounted for the entire  $2  million  gross
margin increase as the increase in the gross margin rate of $16 million  was
partially  offset by a sales volume decrease which reduced gross  margin  by
$14  million.  The Canadian operations increase in sales volume resulted  in
an  increase  in gross margin of $10 million, which was fully  offset  by  a
decrease  in  the  gross margin rate of $5 million  and  a  decline  in  the
Canadian exchange rate decreasing gross margin by $5 million.

Store  operating, general, and administrative expense increased $11  million
or  58 basis points to 27.35% from 26.77% for the prior year.  This increase
is  primarily  from higher occupancy costs,  labor related costs  and  store
closing costs, partially offset by a gain on an asset sale.


Interest  expense  decreased  $3 million or  14%  from  the  previous  year,
primarily  due to a decrease in average debt outstanding of $79 million  for
the  sixteen week period in the first quarter 1998 as compared to the  first
quarter 1997.

Interest income of $2 million remained consistent with the prior year.
             
                                      -7-

Income before income taxes for the first quarter ended June 20, 1998 was $25
million compared to $31 million for the comparable period in the prior  year
for  a  decrease of approximately $6 million or 18%.  The decrease is mainly
the result of higher store operating, general and administrative expenses of
$11 million, partially offset by higher gross margin of $2 million and lower
interest expense of $3 million.

The income tax provisions recorded in the first quarter of fiscal years 1998
and  1997 reflect the Company's estimated expected annual tax rates  applied
to  their  respective domestic and foreign financial results.  The effective
tax  rate for the first quarter of fiscal 1998 was 24.2% versus an effective
tax rate of 26.1% for the first quarter of fiscal 1997.  The decrease in the
effective  tax  rate is the result of the higher earnings  provided  by  the
Canadian  operations. The first quarter 1998 and 1997 income tax  provisions
mainly  reflect taxes on U.S. income, as the Canadian income tax expense  is
principally  offset  by the reversal of its deferred  tax  asset   valuation
allowance.   During the first quarter of fiscal 1998 and 1997  the  Canadian
operations generated pretax earnings and reversed a portion of the valuation
allowance  to  the  extent of such pretax earnings.   The  reversal  of  the
valuation allowance amounted to $4.9 million and $5.2 million for the  first
quarter  of  fiscal  years  1998  and 1997, respectively.   Although  Canada
generated  pretax  earnings, the Company was unable  to  conclude  that  the
Canadian deferred tax assets were more likely than not to be realized.  This
conclusion  was based in part on Management's assessment of the  competitive
Canadian  marketplace and the level of the Canadian earnings.   Accordingly,
at June 20, 1998 the Company is continuing to fully reserve its Canadian net
deferred tax asset.  The valuation allowance will be adjusted when  and  if,
in  the  opinion of Management, significant positive evidence  exists  which
indicates that it is more likely than not that the Company will be  able  to
realize  the  Canadian net deferred tax asset.  The positive  evidence  that
Management  believes is necessary in order to reverse some  or  all  of  the
Canadian deferred tax asset valuation allowance is a trend in earnings to  a
level  which would allow Management to conclude that it is more likely  than
not that a portion or all of the deferred tax assets would be realized.  The
Canadian  pretax income for financial statement purposes is higher than  the
taxable  income  for  tax  purposes due to certain differences  between  the
financial statement and income tax treatment of certain items.  This  is  of
further significance since the largest portion of the Canadian deferred  tax
asset  relates  to  net  operating loss carryforwards which  expire  between
fiscal 1999 and fiscal 2002.


LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company ended the first quarter of fiscal 1998 with working capital  of
$254  million compared to $262 million at the beginning of the fiscal  year.
The Company had cash and short-term investments aggregating $140 million  at
the  end of the first quarter of fiscal 1998 compared to $71 million  as  of
fiscal 1997 year end.  Short-term investments were approximately $31 million
and  $20  million at June 20, 1998 and February 28, 1998, respectively,  and
consisted primarily of commercial paper.

                                     -8-

The  Company  has an unsecured five year $465 million U.S. credit  agreement
and  a  five  year  C$50  million  Canadian credit  agreement  (the  "Credit
Agreement")  expiring June 10, 2002, with a syndicate of banks, enabling  it
to  borrow  funds  on  a revolving basis sufficient to refinance  short-term
borrowings.  As  of  June 20, 1998, the Company had $70 million  outstanding
against the Credit Agreement.  Accordingly, as of June 20, 1998, the Company
had $430 million available under the Credit Agreement.

In   addition  to  the  Credit  Agreement,  the  Company  also  has  various
uncommitted lines of credit with numerous banks.  As of June 20,  1998,  the
Company had $64 million outstanding on the uncommitted lines of credit.  The
Company  has  an  additional $97 million available in uncommitted  lines  of
credit as of June 20, 1998.

The  Company's  Credit Agreements and certain of its notes  contain  various
financial covenants which require among other things, minimum net worth  and
maximum  levels of indebtedness and lease commitments.  The Company  was  in
compliance with all such covenants as of June 20, 1998.

On  July  1,  1998,  Moody's  Investor's Service  downgraded  the  Company's
existing senior debt rating to Ba1 from Baa3.  The Company's rating from
Standard & Poor's  remained unchanged from the fiscal year end rating of
BBB-.   Rating changes could affect the availability and cost of financing to
the Company.

For  the  16  weeks ended June 20, 1998, capital expenditures  totaled  $107
million,  which  included  7  new stores and 28 remodels  and  enlargements.
Currently,  the  Company expects to achieve its fiscal 1998 planned  capital
expenditures  of  approximately  $300  million.   Accordingly,  the  Company
expects   to  have  capital  expenditures  of  approximately  $193   million
throughout the remainder of fiscal 1998.

These 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 1998.
                                      
                                      

                                    -9-
                                      
               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
         ----------------------------------------------------
         At its annual meeting of Shareholders, held on July 14, 1998, there
         were   35,533,143   shares  or  92.9%  of  the  38,252,966   shares
         outstanding and entitled to vote represented either in person or by
         proxy.

         The  11  Board of Directors nominated to serve for a one-year  term
         were  all  elected, with each receiving an affirmative vote  of  at
         least  99.3% of the shares present.  Deloitte & Touche LLP was  re-
         elected  as the Company's independent auditor by at least 99.9%  of
         the shares present.


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


Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
         None



                                    -10-
                                      
                                      
               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: August 3, 1998      By:        /s/ Kenneth A. Uhl
                             ---------------------------------------
                               Kenneth A. Uhl, Vice President and
                                Controller (Chief Accounting Officer)

































                                    -12-