THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                                  FORM 10-Q
                                      
                     2ND QUARTER ENDED SEPTEMBER 7, 1996
                                      
                                      
                                      
                                      

                                                  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 September 7, 1996           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 September 7, 1996
            -----                   ---------------------------------

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 September 7, 1996            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 September 7, 1996
            -----                   ---------------------------------

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            28 Weeks Ended
                            September 7, September 9, September 7, September 9,
                               1996          1995       1996         1995
                            -----------  ----------- ----------- -----------

Sales                        $2,329,987  $2,341,171   $5,422,541  $5,476,685
Cost of merchandise sold     (1,667,632) (1,672,068)  (3,863,406) (3,897,770)
                             ----------  ----------   ----------  ----------
Gross margin                    662,355     669,103    1,559,135   1,578,915
Store operating, general and
 administrative expense        (627,802)   (639,242)  (1,471,839) (1,502,170)
                             ----------  ----------   ----------  ----------
Income from operations           34,553      29,861       87,296      76,745
Interest expense, net           (15,476)    (16,006)     (36,247)    (38,352)
                             ----------  ----------   ----------  ----------
Income before income taxes       19,077      13,855       51,049      38,393
Provision for income taxes       (5,083)     (4,471)     (15,176)    (14,459)
                             ----------  ----------   ----------  ----------
Net Income                       13,994       9,384       35,873      23,934
Retained earnings at
  beginning of period           402,348     345,439      382,380     332,800
Cash dividends                  (1,911)     (1,911)      (3,822)     (3,822)
                             ----------  ----------   ----------  ----------
Retained earnings at
  end of period              $  414,431  $  352,912   $  414,431  $  352,912
                             ==========  ==========   ==========  ==========

Earnings per share:
  Net Income                 $      .37  $      .25   $      .94  $      .63
                             ==========  ==========   ==========  ==========

Cash dividends               $      .05  $      .05   $      .10  $      .10
                             ==========  ==========   ==========  ==========

Weighted average number of
  common and common
  equivalent shares
  outstanding                38,252,259  38,220,333   38,281,559  38,220,333
                             ==========  ==========   ==========  ==========


                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                  See Notes to Quarterly Report on Page 5.
                                      
                                    - 1 -
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                         CONSOLIDATED BALANCE SHEETS
                         ---------------------------
                                      
                           (Dollars in thousands)
                                      
                                      September 7, 1996    February 24, 1996
                                      ------------------   ------------------
                                           (Unaudited)
ASSETS
------
  Current assets:
   Cash and short-term investments         $  117,999         $   99,772
   Accounts receivable                        200,288            205,133
   Inventories                                832,240            826,510
   Prepaid expenses and other assets           50,884             43,520
                                           ----------         ----------
     Total current assets                   1,201,411          1,174,935
                                           ----------         ----------

  Property:
   Property owned                           1,478,087          1,461,165
   Property leased                             87,638             93,379
                                           ----------          ---------
     Property-net                           1,565,725          1,554,544
  Other assets                                157,085            131,368
                                           ----------         ----------
  Total Assets                             $2,924,221         $2,860,847
                                           ==========         ==========














                  See Notes to Quarterly Report on Page 5.
                                      
                                      
                                      
                                      

                                     -2-

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

                                      September 7, 1996    February 24, 1996
                                      ------------------   ------------------
                                           (Unaudited)
LIABILITIES & SHAREHOLDERS' EQUITY
----------------------------------

  Current liabilities:
   Current portion of long-term debt       $   29,598          $  13,040
   Current portion of obligations under
     capital leases                            12,901             13,125
   Accounts payable                           477,178            452,257
   Book overdrafts                            162,753            157,022
   Accrued salaries, wages and benefits       125,576            127,133
   Accrued taxes                               52,916             59,407
   Other accruals                             145,412            161,984
                                           ----------         ----------
     Total current liabilities              1,006,334            983,968
                                           ----------         ----------

  Long-term debt                              664,518            650,169
                                           ----------         ----------
  Obligations under capital leases            123,280            129,887
                                           ----------         ----------
  Deferred income taxes                       122,110            120,904
                                           ----------         ----------
  Other non-current liabilities               152,326            153,134
                                           ----------         ----------
  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--38,220,333 shares                  38,220             38,220
   Capital surplus                            453,121            453,121
   Cumulative translation adjustment          (50,119)           (50,936)
   Retained earnings                          414,431            382,380
                                           ----------         ----------
   Total shareholders' equity                 855,653            822,785
                                           ----------         ----------
   Total liabilities and shareholders'
     equity                                $2,924,221         $2,860,847
                                           ==========         ==========
                  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)
                                                        28 Weeks Ended

                                              Sept. 7,1996     Sept. 9, 1995
                                              ------------     -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                     $35,873           $ 23,934
  Adjustments to reconcile net income
  to cash provided by operating activities:
    Depreciation and amortization                122,798            122,740
    Deferred income tax provision                  2,556              5,837
    (Gain) loss on disposal of owned property        519             (1,970)
    Decrease in receivables                        4,973             29,743
    Increase in inventories                       (5,376)            (6,770)
    Increase in prepaid expenses and other
      current assets                             (8,938)            (10,098)
    Increase in other assets                    (23,472)             (2,967)
    Increase in accounts payable                 24,762              42,702
    Decrease in accrued salaries,
      wages and benefits                         (1,649)            (11,368)
    Increase (decrease) in accrued taxes         (6,202)              2,363
    Decrease in store closing reserves           (6,375)             (7,126)
    Decrease in other accruals
      and other liabilities                      (4,364)             (2,644)
    Other                                            536                (80)
                                               ---------          ---------
Net cash provided by operating activities        135,641            184,296
                                               ---------          ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for property                    (150,367)          (109,004)
  Proceeds from disposal of property              7,541             23,689
                                               ---------          ---------
Net cash used in investing activities          (142,826)           (85,315)
                                               ---------          ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in short-term debt                      56,187             26,492
  Proceeds under revolving lines
    of credit and long-term borrowings            25,497             92,288
  Payments on revolving lines of
    credit and long-term borrowings             (51,092)          (210,639)
  Increase in book overdrafts                     5,590              7,102
  Principal payments on capital leases           (7,005)            (7,885)
  Cash dividends                                 (3,822)            (3,822)
                                               ---------          ---------
Net cash provided by (used in)
  financing activities                            25,355           (96,464)
                                               ---------          ---------
Effect of exchange rate changes on
  cash and short-term investments                     57             1,034
                                               ---------          ---------
NET INCREASE IN CASH AND
   SHORT-TERM INVESTMENTS                         18,227             3,551

Cash and Short-Term Investments
  at Beginning of Period                          99,772           128,930
                                               ---------          ---------
CASH AND SHORT-TERM INVESTMENTS
  AT END OF PERIOD                             $ 117,999         $ 132,481
                                               =========         =========
                                      
                  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 28 weeks ended September 7,
   1996  and  September  9,  1995  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 1995 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 for the 28 week period ended in fiscal
   years  1996 and 1995 reflect the Company's estimated expected annual  tax
   rates applied to their respective domestic and foreign financial results.
   For  the  28 week period ended in fiscal years 1996 and 1995, the  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 valuation
   allowance.

   As  of  September 7, 1996, a valuation allowance existed for  the  entire
   amount   of  the  net  deferred  tax  assets  relating  to  the  Canadian
   operations.  During the 28 week period ended in fiscal 1996, the Canadian
   operations generated pretax earnings which resulted in the reversal of  a
   portion  of  the  valuation allowance.  Although Canada generated  pretax
   earnings,  the Company was unable to conclude that the Canadian  deferred
   tax assets are more likely than not to be realized.

3) OTHER ASSETS

   Other  assets include notes receivable and equipment leases  relating  to
   Food Basics franchising operations.

4) NEW ACCOUNTING STANDARD

   Effective February 25, 1996 the Company adopted the disclosure provisions
   of  Statement  of Financial Accounting Standards No. 123 "Accounting  for
   Stock-Based  Compensation" ("SFAS 123").  The Company  will  continue  to
   apply  the methods prescribed by Accounting Principles Board Opinion  No.
   25 "Accounting for Stock Issued to Employees" with proforma disclosure of
   net  income and earnings per share as if the fair value based  method  of
   SFAS 123 had been applied.



                                     -5-
                                      
5  COMMON STOCK

   A  revision  to  the Maryland General Corporation Law has eliminated  the
   concept of Treasury shares.  Therefore, shares of common stock reacquired
   by  a  corporation  constitute unissued shares.  For financial  reporting
   purposes,  reacquired shares are recorded as reductions to issued  common
   stock  and  to additional paid-in-capital.  This change had no effect  on
   total Shareholders' equity.



















































                                     -6-
                                      
ITEM 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
              ------------------------------------------------
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                      12 WEEKS ENDED SEPTEMBER 7, 1996
                      ---------------------------------
OPERATING RESULTS

Sales  for  the  second  quarter ended September 7,  1996  of  $2.3  billion
decreased  $11  million  or  0.5%  from  the  prior  year  second   quarter.
Contributing  to  this  decrease  is the  Company's  continuing  program  to
eliminate obsolete, underperforming stores, and the consequent closing of 53
stores  during  the first half of fiscal 1996, which includes 7  replacement
stores.  Of the 53 store closings, 14 have already re-opened as Food  Basics
Franchise stores in Canada and 6 are scheduled to re-open later in the  year
as  Food  Basics  Franchise stores.  The closure of  126  stores,  excluding
replacement  stores,  since the beginning of the second  quarter  of  fiscal
1995,  of  which 36 have been converted to Food Basics Franchise  stores  in
Canada  and 6 which will be converted to Food Basics Franchise stores  later
in the year, reduced comparative sales by approximately $102 million or 4.4%
in the second quarter of 1996.  The opening of 28 stores in new market areas
since the beginning of the second quarter of fiscal 1995 added approximately
$54  million or 2.3% to sales in the second quarter of fiscal 1996.   As  of
September  7, 1996, the Company serviced 36 Food Basics Franchise stores  to
which  the Company had wholesale sales of $41 million for the 12 weeks ended
September  7,  1996.   Same  store sales for the second  quarter,  including
replacement stores, remained flat from the prior year.  Average weekly sales
per  store were approximately $191,600 versus $179,700 for the corresponding
period of the prior year for a 6.6% increase.

Same  store  sales  for U.S. operations, which include  replacement  stores,
remained  flat  from  the prior year.  In Canada, same  store  sales,  which
include replacement stores, decreased 0.3% from the prior year.

Gross  margin as a percent of sales decreased .15% to 28.43% in  the  second
quarter  of  fiscal 1996 from 28.58% for the second quarter of fiscal  1995,
resulting  primarily  from  decreased  gross  margin  rates  in  Canada  and
increased promotional price reductions in the U.S.  The gross margin  dollar
decrease of $7 million is primarily the result of a decrease in sales volume
which  had  an impact of decreasing margin by $14 million and a decrease  in
the Canadian exchange rate of $2 million, partially offset by an increase in
gross  margin  rates of $9 million.  In the U.S., gross margin increased  $5
million,  primarily resulting from an increase in gross margin rates  of  $8
million  partially offset by a decrease in sales volume which had an  impact
of  decreasing margin by $3 million.  In Canada, gross margin decreased  $12
million,  primarily resulting from the effect of a decrease in sales  volume
which had an impact of decreasing margin by $11 million and a lower Canadian
exchange rate resulting in a decrease of $2 million, partially offset by  an
increase in gross margin rates of $1 million.

Store operating, general and administrative expense as a percent of sales
decreased to 26.94% from 27.30% for the corresponding period in the prior
year resulting primarily from reduced advertising costs in both the U.S. and
Canada and reduced occupancy costs in Canada.





                                     -7-
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
              ------------------------------------------------


Interest  expense-net  decreased  $0.5  million  from  the  previous   year,
primarily  due to an increase in interest income of $0.7 million.   In  both
the  U.S.  and  Canada, average borrowings increased while average  interest
rates decreased, resulting in interest expense increasing $0.2 million.

Income  before  income taxes for the 12 weeks ended September  7,  1996  was
$19.1  million  compared to $13.9 million for the comparable period  in  the
prior year for an increase of $5.2 million or 37.7%.  The increase is mainly
the result of lower store operating, general and administrative expenses  of
$11.4  million  and  lower net interest expense of $0.5  million,  partially
offset by lower gross margin of $6.7 million.

The  income tax provisions recorded for the 28 week period ended  in  fiscal
years  1996  and  1995 reflect the Company's estimated expected  annual  tax
rates  applied  to their respective domestic and foreign financial  results.
The second quarter 1996 and 1995 provisions mainly reflect the taxes on U.S.
income,  as  the Canadian income tax expense is principally  offset  by  the
reversal of its income tax valuation allowance.


                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                      28 WEEKS ENDED SEPTEMBER 7, 1996
                      --------------------------------
                                      
OPERATING RESULTS

Sales for the 28 weeks ended September 7, 1996 of $5.4 billion decreased $54
million or 1.0% from last year.  Contributing to this decrease is that the
Company closed 159 stores since the beginning of fiscal 1995, of which 32
have been converted to Food Basics Franchise stores in Canada and 6 which
will be converted to Food Basics Franchise stores later in the year, and 8
which were sold in the Rhode Island market in the first quarter of fiscal
1995.  The 159 store closures, excluding replacement stores, since the
beginning of fiscal 1995 reduced comparative sales by approximately $267
million or 4.9% in the first two quarters of fiscal 1996.  The opening of 28
stores in new market areas since the beginning of fiscal 1995 added
approximately $150 million or 2.7% to sales in the first two quarters of
fiscal 1996.  As of September 7, 1996, the Company serviced 36 Food Basics
Franchise stores to which the Company had year to date wholesale sales of
$75 million.  Same store sales, including replacement stores, for the 28
weeks decreased 0.2% from the prior year.  Average weekly sales per store
were approximately $189,300 versus $177,800 for the corresponding period of
the prior year for a 6.5% increase.

Year to date sales for U.S. operations have declined, with same store sales,
which include replacement stores, down 0.3% from the prior year.  In Canada,
year to date sales have decreased, with same store sales, including
replacement stores, remaining flat from the prior year.


                                     -8-


Gross margin as a percent of sales decreased .08% to 28.75% from 28.83% for
the prior year resulting primarily from decreased gross margin rates in
Canada and increased promotional price reductions in the U.S., partially
offset by decreased promotional price reductions in Canada.  The gross
margin dollar decrease of $20 million is primarily the result of a decrease
in sales volume which had an impact of decreasing margin by $38 million and
a lower Canadian exchange rate resulting in a decrease of $2 million,
partially offset by an increase in gross margin rates of $20 million. In the
U.S., gross margin increased $4 million, primarily resulting from increased
gross margin rates of $20 million, partially offset by a decrease in sales
volume which had an impact of decreasing margin by $16 million.  In Canada,
gross margin decreased $24 million, primarily resulting from a decrease in
sales volume which had an impact of decreasing margin by $22 million and a
lower Canadian exchange rate resulting in a decrease of $2 million.

Store operating, general and administrative expense as a percent of sales
decreased to 27.14% from 27.43% for the prior year resulting primarily from
reduced advertising costs in both the U.S. and Canada and reduced store
labor costs and occupancy costs in Canada.

Interest expense-net, decreased $2.1 million from the previous year
primarily due to an increase in interest income of $1 million, coupled with
a $1.1 million decrease in interest expense resulting from decreases in
average rates and capital lease interest expense in both the U.S. and
Canada.

Income before income taxes for the 28 week period ended September 7, 1996
was $51.0 million compared to $38.4 million for the comparable period of the
prior year for an increase of approximately $12.6 million or 33%.  The
increase in mainly the result of lower store operating, general and
administrative expenses of $30.3 million and lower net interest expense of
$2.1 million, partially offset by lower gross margin of $19.8 million.

The income tax provisions recorded in the first 28 week period of fiscal
years 1996 and 1995 reflects the Company's estimated expected annual tax
rates applied to their respective domestic and foreign financial results.
The first and second quarter 1996 and 1995 provisions mainly reflect the
taxes on U.S. income, as the Canadian income tax expense is principally
offset by the reversal of its income tax valuation allowance.


LIQUIDITY AND CAPITAL RESOURCES

The Company ended the second quarter with working capital of $195 million
compared to $191 million at the beginning of the fiscal year.  The Company
had cash and short-term investments aggregating $118 million at the end of
the second quarter of fiscal 1996 compared to $100 million at the end of
fiscal 1995.

The Company has a U.S. $400 million and a Canadian $75 million unsecured,
five year revolving credit agreement which expires in December, 2000.  In
addition, the Company also has various uncommitted lines of credit with
numerous banks.  As of September 7, 1996, the Company had approximately $395
million available in credit facilities of which $380 million were committed
facilities.



                                     -9-



The Company's loan 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 September 7, 1996.

For the 28 weeks ended September 7, 1996, capital expenditures totaled $150
million, which included 17 new stores and 48 remodels and enlargements.  The
Company expects to have additional capital expenditures of approximately
$160 million throughout the remainder of fiscal 1996.

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 1996.













































                                    -10-
                                      
                                      
               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 - Matters were previously reported on the First
                Quarter ended June 15, 1996  Form 10-Q.


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


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





















                                    -11-
                                      
                                      
                                      
               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: October 11, 1996    By:        /s/ Kenneth A. Uhl
                             ---------------------------------------
                               Kenneth A. Uhl, Vice President and
                                Controller (Chief Accounting Officer)

































                                    -12-
                                      
                                      
               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: October 11, 1996    By:
                             ---------------------------------------
                               Kenneth A. Uhl, Vice President and
                                Controller (Chief Accounting Officer)
































                                    -12-