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 September 12, 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 September 12, 1998
            -----                  ---------------------------------

Common stock - $1 par value                 38,286,716 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)
                                      
                                12 Weeks Ended            28 Weeks Ended
                              Sept. 12,   Sept. 6,     Sept. 12,   Sept. 6,
                                1998        1997         1998        1997
                             ----------- ----------- ----------- -----------

Sales                        $2,330,249  $2,335,695   $5,408,635  $5,440,286
Cost of merchandise sold     (1,656,971) (1,662,228)  (3,849,044) (3,882,603)
                             ----------  ----------   ----------  ----------
Gross margin                    673,278     673,467    1,559,591   1,557,683
Store operating, general and
 administrative expense        (644,625)   (634,827)  (1,486,707) (1,466,037)
                             ----------  ----------   ----------  ----------
Income from operations           28,653      38,640       72,884      91,646
Interest expense                (15,781)    (18,928)     (36,813)    (43,346)
Interest income                   1,559       2,040        3,637       4,305
                             ----------  ----------   ----------  ----------
Income before income taxes       14,431      21,752       39,708      52,605
Provision for income taxes       (3,480)     (5,545)      (9,588)    (13,611)
                             ----------  ----------   ----------  ----------
Income before extraordinary
 item                            10,951      16,207       30,120      38,994

Extraordinary loss on early
 extinguishment of debt
 (net of income tax benefit
 of $394)                             -       (544)            -       (544)
                             ----------  ----------   ----------  ----------
Net income                       10,951      15,663       30,120      38,450

Retained earnings at
  beginning of period           510,854     466,730      495,510     447,768
Cash dividends                  (3,829)     (3,825)      (7,654)     (7,650)
                             ----------  ----------   ----------  ----------
Retained earnings at
  end of period              $  517,976  $  478,568   $  517,976  $  478,568
                             ==========  ==========   ==========  ==========

Basic earnings (loss)
  per share:

 Income before extra-
   ordinary item             $      .29  $      .42   $      .79  $     1.02

Extraordinary loss on early
  extinguishment of debt              -        (.01)           -        (.01)
                             ----------   ----------  ----------  ----------
Net income per share - basic $      .29  $      .41   $      .79  $     1.01
                             ==========  ==========   ==========  ==========
Diluted earnings (loss)
  per share:

Income before extra-
 ordinary item               $      .29  $      .42   $      .79  $     1.02

Extraordinary loss on early
  extinguishment of debt              -        (.01)           -        (.01)
                             ----------  ----------   ----------  ----------
Net income per share -
  diluted                    $      .29  $      .41   $      .79  $     1.01
                             ==========  ==========   ==========  ==========
Cash dividends               $      .10  $      .10   $      .20  $      .20
                             ==========  ==========   ==========  ==========
Weighted average number of
  common shares outstanding  38,294,716  38,248,966   38,282,287  38,248,966

Common stock equivalents         54,427       5,901       72,025       4,342
                             ----------  ----------   ----------  ----------
Weighted average number of
  common and common
  equivalent shares
  outstanding                38,349,143  38,254,867   38,354,312  38,253,308
                             ==========  ==========   ==========  ==========
                                      
                  See Notes to Quarterly Report on Page 5.
                                      
                                   Page 1
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                         CONSOLIDATED BALANCE SHEETS
                         ---------------------------
                                      
                           (Dollars in thousands)
                                      
                                      September 12, 1998   February 28, 1998
                                      ------------------   ------------------
                                           (Unaudited)
ASSETS
------
  Current assets:
   Cash and short-term investments         $  107,050         $   70,937
   Accounts receivable                        200,366            227,703
   Inventories                                883,108            882,229
   Prepaid expenses and other assets           36,895             36,358
                                           ----------         ----------
     Total current assets                   1,227,419          1,217,227
                                           ----------         ----------

  Property:
   Property owned                           1,575,628          1,506,819
   Property leased                             83,008             90,058
                                           ----------          ---------
     Property-net                           1,658,636          1,596,877
  Other assets                                176,158            181,149
                                           ----------         ----------
  Total assets                             $3,062,213         $2,995,253
                                           ==========         ==========















                  See Notes to Quarterly Report on Page 5.
                                      
                                      
                                      
                                      

                                   Page 2

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

                                           Sept. 12, 1998  Feb. 28, 1998
                                           --------------  -------------
                                             (Unaudited)
LIABILITIES & SHAREHOLDERS' EQUITY
----------------------------------
  Current liabilities:
   Current portion of long-term debt       $    7,703       $   16,824
   Current portion of obligations under
     capital leases                            11,776           12,293
   Accounts payable                           520,967          441,149
   Book overdrafts                            138,602          151,846
   Accrued salaries, wages and benefits       139,892          146,064
   Accrued taxes                               60,737           57,856
   Other accruals                             128,225          129,098
                                           ----------       ----------
     Total current liabilities              1,007,902          955,130
                                           ----------       ----------

  Long-term debt                              692,462          695,292
                                           ----------       ----------
  Obligations under capital leases            111,454          120,980
                                           ----------       ----------
  Deferred income taxes                       123,781          120,618
                                           ----------       ----------
  Other non-current liabilities               187,512          176,601
                                           ----------       ----------
  Commitments & 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 38,286,716 and 38,252,966,
       respectively                            38,287           38,253
   Capital surplus                            454,848          453,894
   Cumulative translation adjustment          (65,799)         (54,815)
   Minimum pension liability adjustment        (6,210)          (6,210)
   Retained earnings                          517,976          495,510
                                           ----------       ----------
   Total shareholders' equity                 939,102          926,632
                                           ----------       ----------
   Total liabilities and shareholders'
     equity                                $3,062,213       $2,995,253
                                           ==========       ==========
                  See Notes to Quarterly Report on Page 5.
                                      
                                   Page 3
                THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Dollars in thousands)
                                 (Unaudited)
                                      
                                                       28 Weeks Ended

                                              Sept. 12, 1998   Sept. 6, 1997
                                              --------------   -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                   $  30,120          $  38,450
  Adjustments to reconcile net income
  to cash provided by operating activities:
    Depreciation and amortization                126,361            125,402
    Deferred income tax provision                  5,033              3,914
    Gain on disposal of owned property            (3,133)            (1,259)
    (Increase) decrease in receivables            23,925            (10,172)
    Increase in inventories                       (7,652)           (19,219)
    Increase in prepaid expenses and other
      current assets                                (112)           (18,118)
    (Increase) decrease in other assets            5,433               (749)
    Increase in accounts payable                  86,199             18,312
    Decrease in accrued salaries,
      wages and benefits                          (7,741)            (1,410)
    Increase in accrued taxes                      3,175             10,629
    Increase in other accruals
      and other liabilities                       17,706                362
    Other operating activities, net               (4,535)              (166)
                                               ---------          ---------
Net cash provided by operating activities        274,779            145,976
                                               ---------          ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for property                     (208,224)          (139,931)
  Proceeds from disposal of property               5,831              8,996
                                               ---------          ---------
Net cash used in investing activities           (202,393)          (130,935)
                                               ---------          ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in short-term debt                      22,500            (72,000)
  Proceeds under revolving lines of credit       240,000             41,148
  Payments on revolving lines of credit         (275,000)          (173,562)
  Proceeds from long-term borrowings               3,600            301,451
  Payments on long-term borrowings                (3,051)           (23,349)
  Decrease in book overdrafts                     (9,593)            (7,790)
  Principal payments on capital leases            (6,463)            (6,719)
  Deferred financing fees                              -             (2,519)
  Cash dividends                                  (7,654)            (7,650)
  Proceeds from stock options exercised              988                 34
                                               ---------          ---------
Net cash provided by (used in)
  financing activities                           (34,673)            49,044
                                               ---------          ---------
Effect of exchange rate changes on
  cash and short-term investments                 (1,600)              (126)
                                               ---------          ---------
NET INCREASE IN CASH AND
   SHORT-TERM INVESTMENTS                         36,113             63,959

Cash and Short-Term Investments
  at Beginning of Period                          70,937             98,830
                                               ---------          ---------
CASH AND SHORT-TERM INVESTMENTS
  AT END OF PERIOD                             $ 107,050          $ 162,789
                                               =========          =========
                                      
                  See Notes to Quarterly Report on Page 5.
                                      
                                      
                                   Page 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
   12,  1998  and  September 6, 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 for the 28 week period ended in fiscal
   years  1998 and 1997 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 1998 and 1997, the  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 28 week period ended in fiscal
   years  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
   $7.7  million  and $8.8 million for the 28 week period  ended  in  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 pretax earnings,  which  for
   financial  statement purposes is higher than the taxable income  for  tax
   purposes  due to 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.  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.  Accordingly, at  September  12,
   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.

                                      
                                   Page 5
                                      
                                      
3) FOOD BASICS FRANCHISING

   As  of  September 12, 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 $207 million  and  $172
   million  for  the  28 week period ended in fiscal years  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 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 $32.0 million and $37.6 million at September 12,  1998  and
   February 28, 1998, respectively.

   The  inventory notes are collateralized 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  September 12,  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) EXTRAORDINARY ITEM

   During  the  second  quarter of fiscal 1997, the  Company  retired  at  a
   premium,  mortgages  amounting to $20 million with an effective  interest
   rate of 9.44%.

                                      
                                   Page 6
                                      
                                      
5) NEW ACCOUNTING PRONOUNCEMENTS

   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 is as follows  (in
   thousands):

                                  12 Weeks Ended           28 Weeks Ended
                               Sept. 12,    Sept. 6,    Sept. 12,   Sept. 6,
                                 1998         1997        1998        1997
                               --------     --------    ---------   --------

   Net income                   $10,951     $15,663      $30,120     $38,450
   Foreign currency translation
     adjustment                  (5,083)        (37)     (10,984)       (670)
                                -------     -------      -------     -------
   Total comprehensive income   $ 5,868     $15,626      $19,136     $37,780
                                =======     =======      =======     =======


   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.



                                   Page 7
                                      
               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
                      12 WEEKS ENDED SEPTEMBER 12, 1998
                      --------------------------------

OPERATING RESULTS

Sales  for  the  second  quarter ended September 12, 1998  of  $2.3  billion
decreased $5 million or 0.2% from the prior year second quarter amount.  The
opening  of  18  stores in new market areas, excluding  replacement  stores,
since  the second quarter of fiscal 1997 added approximately $46 million  or
2.0%  to sales in the second quarter of fiscal 1998.  In addition, wholesale
sales  to the Food Basics franchised stores increased $12 million or 16%  to
$85 million for the 12 weeks ended September 12, 1998.  These increases were
offset by the closure of 69 stores, excluding replacement stores, since  the
beginning  of the second quarter of fiscal 1997, of which 11 have been  sold
in  the  Carolina  market, which reduced total sales  by  approximately  $69
million  or  3.0% in the second quarter of fiscal 1998.  A decrease  in  the
Canadian  exchange  rate reduced second quarter fiscal  1998  sales  by  $37
million or 1.6%.  In addition, same store sales ("same store sales" referred
to herein include replacement stores) increased 1.8% or $37 million from the
same period last year.

Average  weekly  sales  per supermarket were approximately  $208,400  versus
$200,100 for the corresponding period of the prior year resulting in a  4.1%
increase.  Same store sales for Canadian operations increased 3.2% from  the
prior year and same store sales for U.S. operations increased 1.5% from  the
prior year.

Gross margin as a percent of sales increased 6 basis points to 28.89% in the
second  quarter of fiscal 1998 from 28.83% for the second quarter of  fiscal
1997,  resulting primarily from a better product mix of higher margin  items
coupled  with  a margin recovery at our Waldbaums group.  The  gross  margin
dollar  remained  flat when compared to the same period of the  prior  year.
The U.S. operations gross margin rate declined by $2 million which was fully
offset  by  an  increase  of  $2  million in  sales  volume.   The  Canadian
operations  had an increase of $3 million in the gross margin  rate  and  an
increase of $6 million in sales volume, both of which were fully offset by a
decline of $9 million in the Canadian exchange rate.

Store  operating, general, and administrative expense increased $10  million
or 48 basis points to 27.66% from 27.18% for the corresponding period of the
prior  year.   Included  in  store  operating,  general  and  administrative
expenses  is  a  litigation charge of $4 million.  Excluding the  litigation
charge,  store operating, general, and administrative expense  increased  $6
million  or  31  basis  points to 27.49% from 27.18% for  the  corresponding
period  of  the prior year.  This increase is primarily due to a $4  million
increase  from  the prior year amount in store closing costs resulting  from
the  Company's  plan  to close older outmoded stores,  coupled  with  higher
occupancy costs of the new generation superstores.

Interest  expense decreased $3 million or 17% from the corresponding  period
of  the  previous  year,  primarily  due  to  a  decrease  in  average  debt
outstanding of $91 million for the second quarter of fiscal 1998 as compared
to the second quarter of fiscal 1997.

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

                                      
                                   Page 8




                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

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

Income  before income taxes for the second quarter ended September 12,  1998
was  $14  million compared to $21 million for the comparable period  in  the
prior year for a decrease of approximately $7 million or 34%.  Excluding the
litigation  charge, income before income taxes for the 12 week period  ended
September 12, 1998 decreased approximately $3 million or 15% from  the  same
period  last year.  The $3 million decrease is mainly the result  of  higher
store  closing  and other store operating expenses of $6 million,  partially
offset by lower interest expense of $3 million.

The  income  tax provisions recorded in the second 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 second quarter of fiscal 1998 was 24.1% versus an
effective  tax  rate of 25.5% for the second quarter of  fiscal  1997.   The
decrease  in the effective tax rate is the result of the Canadian operations
providing a higher percentage of total Company earnings in the current  year
as  compared to the prior year.  The second 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 second 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 $2.8 million and $3.7 million for the 12
week  period  of  fiscal years 1998 and 1997, respectively.   The  valuation
allowance  reversal  for the 28 week period of fiscal years  1998  and  1997
amounted  to  $7.7 million and $8.8 million, 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 pretax  earnings,  which
for  financial statement purposes is higher than the taxable income for  tax
purposes  due to 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.  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.   Accordingly, at September 12,  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.


                                   Page 9

                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                      28 WEEKS ENDED SEPTEMBER 12, 1998
                      --------------------------------

OPERATING RESULTS

Sales  for  the 28 weeks ended September 12, 1998 of $5.4 billion  decreased
$32  million or 0.6% from the prior year.  The opening of 24 stores  in  new
market  areas,  excluding replacement stores, since  the  beginning  of  the
second  quarter of fiscal 1997 added approximately $108 million or  2.0%  to
sales in the 28 week period of fiscal 1998.  In addition, wholesale sales to
the  Food  Basics franchised stores increased $35 million  or  20%  to  $207
million  for  the 28 week period ended September 12, 1998.  These  increases
were  partially  offset  by the closure of 86 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 $147 million
or  2.8%  in the 28 week period of fiscal 1998.  A decrease in the  Canadian
exchange rate reduced sales by $60 million or 1.1% in the 28 week period  of
fiscal 1998.  In addition, same store sales ("same store sales" referred  to
herein  include replacement stores) increased 0.5% or $23 million  from  the
same period last year.

Average  weekly  sales  per supermarket were approximately  $205,300  versus
$198,300 for the corresponding period of the prior year resulting in a  3.5%
increase.  Same store sales for Canadian operations increased 3.9% from  the
prior  year while same store sales for U.S. operations decreased  0.2%  from
the prior year.

Gross margin as a percent of sales increased 21 basis points to 28.84%  from
28.63% for the prior year, resulting primarily from a better product mix  of
higher  margin items coupled with a margin recovery at our Waldbaums  group.
The gross margin dollar increase of $2 million resulted from an increase  in
the  gross margin rate of $11 million and an increase in sales volume of  $5
million,  both of which were partially offset by a decrease in the  Canadian
exchange rate of $14 million.  The U.S. operations accounted for the  entire
$2 million gross margin increase as the increase in the gross margin rate of
$14  million  was partially offset by a sales volume decrease which  reduced
gross  margin  by  $12 million.  The Canadian operations increase  in  sales
volume  resulted  in an increase in gross margin of $17 million,  which  was
fully  offset  by a decrease in the gross margin rate of $3  million  and  a
decrease  in  the  Canadian exchange rate decreasing  gross  margin  by  $14
million.

Store  operating, general, and administrative expense increased $21  million
or  54  basis points to 27.49% from 26.95% for the prior year.  Included  in
store  operating, general and administrative expenses is a litigation charge
of  $4  million.  Excluding the litigation charge, store operating, general,
and  administrative  expense increased $17 million or  46  basis  points  to
27.41%  from  26.95% for the corresponding period of the prior  year.   This
increase  is  primarily due to an $8 million increase  from  the  prior  year
amount  in  store closing costs resulting from the Company's plan  to  close
older  outmoded  stores,  coupled with higher occupancy  costs  of  the  new
generation superstores.

Interest  expense  decreased  $6 million or  15%  from  the  previous  year,
primarily  due to a decrease in average debt outstanding of $84 million  for
the 28 week period of fiscal 1998 as compared to the prior year.

Interest income of $4 million remained consistent with the prior year.

                                      
                                   Page 10
                                      


Income  before income taxes for the 28 week period ended September 12,  1998
was  $40  million compared to $53 million for the comparable period  in  the
prior  year  for a decrease of approximately $13 million or 25%.   Excluding
the  litigation  charge, income before income taxes for the 28  week  period
ended  September 12, 1998 decreased $9 million or 17% from the  same  period
last  year.   The $9 million decrease is mainly the result of  higher  store
closing and other store operating expenses of $17 million, partially  offset
by  lower  interest  expense of $6 million and higher  gross  margin  of  $2
million.


LIQUIDITY AND CAPITAL RESOURCES

The  Company  ended the second quarter with working capital of $220  million
compared  to $262 million at the beginning of the fiscal year.  The  Company
had  cash and short-term investments aggregating $107 million at the end  of
the  second quarter of fiscal 1998 compared to $71 million as of fiscal 1997
year  end.  There were no short-term investments at September 12,  1998  and
approximately  $20  million  at  February 28,  1998,  which  were  primarily
invested in commercial paper.

The  Company  has  an  unsecured  five year $498  million  revolving  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.  The Credit Agreement is comprised  of  the
U.S.  credit  agreement amounting to $465 million and  the  Canadian  credit
agreement  amounting  to  C$50 million (U.S. $33 million  at  September  12,
1998).   As  of September 12, 1998, the Company had $55 million  outstanding
against  the Credit Agreement.  Accordingly, as of September 12,  1998,  the
Company had $443 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 September 12,  1998,
the  Company had $60 million outstanding on the uncommitted lines of credit.
The Company has an additional $161 million available in uncommitted lines of
credit as of September 12, 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 September 12, 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  28 weeks ended September 12, 1998, the net cash used in  investing
activities totaled $202 million.  This included capital expenditures of $208
million,  which  included  18 new stores and 44 remodels  and  enlargements.
Currently, the Company projects that total cash used in investing activities
will amount to approximately $360 million.  Accordingly, the Company expects
to  have cash outlay relating to investing activities of approximately  $158
million throughout the remainder of fiscal 1998.


                                   Page 11
                                      

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.


                                   Page 12
YEAR 2000 COMPLIANCE


The Company has formed an ongoing task force to review the entire range of
the Company's operations relating to the Year 2000 issues.  This task force
reports to the Vice Chairman of the Board of Directors.  Assessment of those
functions of the business that require attention and resources to achieve
Year 2000 compliance is in progress throughout the entire organization.  The
Information Technology ("IT") assessment is complete and the non-IT areas are
approximately 10% complete.  The current estimate of the remediation effort
(including new programs and components) is approximately 50% complete in the
IT area and is about to commence in the non-IT area.  Testing of the systems
is to begin in the last half of 1998 and implementation of renovated and new
systems is in progress.

The costs to address the Company's Year 2000 issues are estimated to be
approximately $5 million.  Approximately $1.8 million of these costs have
been incurred through 1997 and the second quarter of 1998.  In addition, the
Company will incur additional capital expenditures of approximately $5
million for new equipment during the remainder of fiscal 1998 and fiscal 1999
that is Year 2000 compliant.  Some IT projects have been deferred due to the
Year 2000 project, however, the Company believes that such a deferral will
not affect the Company's financial performance.

From  an  IT  perspective, the task force is responsible  for  assessing  the
extent  of  affected software/hardware  and developing procedures to  resolve
the   potential   problems  associated  with  that  software/hardware.    The
procedures  developed include making the necessary changes  to  the  affected
software,  adequately  testing  the changes and  phasing  in  the  Year  2000
compliant  programs  to  limit disruption or delay in  the  Company's  normal
business  activities.  The Company is also in the process of updating  vendor
software  packages to the latest versions to insure all Company  software  is
Year  2000 compliant.  Some in-store IT systems as well as other support area
IT systems will also need remediation to become Year 2000 compliant.

The risks of Year 2000 issues  from a non IT area are principally as follows:
electrical outages resulting in breakdown of point of sale systems, lighting
and refrigeration equipment and the loss of utility service.  In addition,
certain store equipment may have imbedded chips or microprocessors that are
not Year 2000 compliant.  The Company is in the process of identifying such
equipment and either replacing the affected chips or microprocessors or
purchasing new equipment that is compliant.  The events noted above could
severely affect Company operations.  The Company plans to mitigate the
potential effect of such issues by preparing a contingency plan as discussed
below.

Significant risk also arises out of the possible failure of vendors to
respond to Year 2000 issues.  The Company is meeting with its major vendors
and suppliers to determine their state of readiness and to review the
contingency plans that they have developed.  Companies that are compliant and
have prepared for contingencies will have a status as preferred suppliers.
With respect to other vendors that either are not Year 2000 compliant or do
not have adequate contingency or remediation plans, the Company will seek
alternative sources when possible.
                                   Page 13

With respect to contingencies, a program is being developed to identify the
additional resources that will be necessary to fully run the Company when and
if, it is affected by the foregoing risk factors.  Over the next year, the
Company will continue to expand its contingency plans and detailed procedures
in order to mitigate the effects of the Year 2000 issues that might affect
the Company.

The  Company believes that it has allocated sufficient resources  to  resolve
all  significant  Year  2000 issues in a timely  manner.    Accordingly,  the
Company plans to be Year 2000 compliant by October 1999.




CAUTIONARY NOTE

This  report  contains certain forward-looking statements about  the  future
performance  of the Company which are based on Management's assumptions  and
beliefs  in light of the information currently available to it.  The Company
assumes  no  obligation to update the information contained  herein.   These
forward-looking  statements are subject to uncertainties and  other  factors
that  could  cause actual results to differ materially from such  statements
including,  but  not limited to:  competitive practices and pricing  in  the
food industry generally and particularly in the Company's principal markets;
the  Company's  relationships with its employees and  the  terms  of  future
collective bargaining agreements; the costs and other effects of  legal  and
administrative  cases and proceedings; the nature and  extent  of  continued
consolidation  in the food industry; changes in the financial markets  which
may  affect the Company's cost of capital and the ability of the Company  to
access the public debt and equity markets to refinance indebtedness and fund
the  Company's capital expenditure program on satisfactory terms; supply  or
quality  control  problems with the Company's vendors; changes  in  economic
conditions which affect the buying patterns of the Company's customers;  and
the  ability  of  the  Company and its vendors, financial  institutions  and
others to resolve Year 2000 processing issues in a timely manner.

                                   Page 14
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                         PART II.  OTHER INFORMATION
                         ---------------------------


Item 1.  Legal Proceedings
         -----------------
         On  August  28,  1998  Capital Graphics  Advertising  Agency,  Inc.
         ("Capital  Graphics")  was awarded a verdict  against  the  Company
         amounting to $4 million.  This lawsuit is the result of the Company
         terminating  a  relationship  with an  Atlanta  printer  which  the
         Company  felt  that it had a right to terminate.  However,  a  jury
         awarded  Capital  Graphics damages, plus  interest  and  litigation
         expenses  totaling $4 million.  The Company believes  that  it  has
         several  strong  bases for the appellate court  to  set  aside  the
         jury's  verdict  and order a new trial.  Accordingly,  the  Company
         will   proceed  with  an  appeal  and  defend  against  this  claim
         vigorously.



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 20, 1998 Form 10-Q.


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


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












                                   Page 15
                                      
                                      
               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 26, 1998       By:        /s/ Kenneth A. Uhl
                                ---------------------------------------
                                Kenneth A. Uhl, Vice President and
                                Controller (Chief Accounting Officer)



                                      
                                   Page 16