UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

Mark One

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                       For Quarter Ended December 2, 2000

                                       OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                 For the transition period from _____ to _____

                          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)

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


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 [X] NO [ ]

As of January 12, 2001 the Registrant had a total of 38,347,216 shares of common
stock - $1 par value outstanding.


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1 - Financial Statements

                 The Great Atlantic & Pacific Tea Company, Inc.
                      Statements of Consolidated Operations
           (Dollars in thousands, except share and per share amounts)
                                   (Unaudited)


                              12 Weeks Ended           40 Weeks Ended
                            ------------------------  ------------------------
                            December 2,  December 4,  December 2, December 4,
                               2000        1999          2000       1999
                            ----------- -----------  ---------- --------------

Sales                       $2,428,790  $2,332,128   $8,068,144   $7,730,230
Cost of merchandise sold    (1,740,230) (1,655,840)  (5,755,986)  (5,521,052)
                            ----------  ----------   ----------   ----------
Gross margin                   688,560     676,288    2,312,158    2,209,178
Store operating, general and
  administrative expense      (690,744)   (620,204)  (2,264,120)  (2,136,436)
                            ----------  ----------   ----------   ----------
(Loss) income from operations   (2,184)     56,084       48,038       72,742

Interest expense               (23,240)    (20,308)     (74,308)     (62,612)
Interest income                  1,472       1,269        4,762        4,608
                            -----------  ---------   ----------   ----------
(Loss) income before
  income taxes                 (23,952)     37,045      (21,508)      14,738
Benefit (provision)
  for income taxes               9,439     (15,691)       7,205       (7,552)
                            ----------     -------     --------     --------
Net (loss) income             $(14,513)    $21,354     $(14,303)    $  7,186
                            ==========     =======     ========     ========

(Loss) earnings per share:

Net (loss) income per share -
  basic and diluted            $ (0.38)    $  0.56      $(0.37)     $   0.19
                               =======     =======      ======      ========

Weighted average number of
  common shares outstanding 38,347,216  38,367,216   38,347,216   38,345,329
Common stock equivalents         -          46,118         -          99,763
                            ----------  ----------   ----------   ----------
Weighted average number of
  common and common
  equivalent shares
  outstanding               38,347,216  38,413,334   38,347,216   38,445,092
                            ==========  ==========   ==========   ==========














                          See Notes to Quarterly Report

                                       -2-


<PAGE>


                 The Great Atlantic & Pacific Tea Company, Inc.
 Statements of Consolidated Shareholders' Equity and Comprehensive (Loss) Income
           (Dollars in thousands, except share and per share amounts)
                                   (Unaudited)


                                            Una-             Accumu-
                                         mortized             lated
                                         Value of             Other
                                 Addit-  Restrict-           Compre-     Total
                                 ional     ed                hensive    Share-
                       Common   Paid-In   Stock   Retained   (Loss)/    holders'
                        Stock   Capital   Grant   Earnings   Income     Equity
                      -------   -------  -------- --------   -------  ----------
FY 2000 -
  40 Week Period
Balance at beginning
  of period
   38,367,216 shares  $38,367  $457,101  $ (441)  $411,861   $(60,696) $846,192
Net loss                                           (14,303)             (14,303)
Other comprehensive
  income:
   Foreign currency
      translation
      adjustment                                              (12,179)  (12,179)
   Minimum pension
      liability
      adjustment                                                2,682     2,682
Forfeiture of
  restricted
  stock grant          (20)        (631)       441                         (210)
Cash dividends
  ($.10 per share)                                   (11,505)           (11,505)
                      -------  --------     ------  --------  -------   --------
Balance at end of
  period              $38,347  $456,470     $    -  $386,053 $(70,193) $810,677
                      =======  ========     ======  ======== ========  ========


FY 1999 -
  40 Week Period
Balance at beginning
  of period
   38,290,716 shares  $38,291  $454,971     $   -   $413,034 $(69,039) $837,257
Net income                                             7,186              7,186
Other comprehensive
  income:
   Foreign currency
     translation
     adjustment                                                 2,767     2,767
Issuance of 20,000
  shares of
   common stock          20         631       (651)                           -
Exercise of stock
  options,
   56,500 shares         56       1,499                                   1,555
Amortization of
  restricted
  stock grant                                  180                          180
Cash dividends
  ($.10 per share)                                   (11,498)           (11,498)
                    -------    --------      -----  -------- --------  --------
Balance at end
  of period         $38,367    $457,101      $(471) $408,722 $(66,272) $837,447
                    =======    ========      =====  ======== ========  ========



Comprehensive (Loss) Income
                                12 Weeks Ended              40 Weeks Ended
                           ------------------------     -----------------------
                           December 2,   December 4,    December 2,  December 4,
                               2000       1999               2000       1999
                           ----------    ----------     ----------   ----------

Net (loss) income           $(14,513)    $  21,354       $(14,303)  $    7,186
Foreign currency
   translation adjustment     (9,679)          289        (12,179)       2,767
Minimum pension
   liability adjustment            -             -          2,682            -
                            --------     ---------       --------    ---------
Total comprehensive
   (loss) income            $(24,192)    $  21,643       $(23,800)      $9,953
                            ========     =========       ========       ======




                          See Notes to Quarterly Report

                                      -3-

<PAGE>

                 The Great Atlantic & Pacific Tea Company, Inc.
                          Consolidated Balance Sheets
                  (Dollars in thousands except share amounts)

                                             December 2,        February 26,
                                                2000                2000
                                             -----------        -----------
                                             (Unaudited)
ASSETS
Current assets:
    Cash and short-term investments             $103,940          $124,603
    Accounts receivable                          199,124           227,078
    Inventories                                  869,792           791,150
    Prepaid expenses and other assets             85,715            80,052
                                               ---------         ---------
      Total current assets                     1,258,571         1,222,883
                                               ---------         ---------
   Property:
    Property owned                             1,893,594         1,789,662
    Property leased                               88,176            94,146
                                               ---------         ---------
      Property-net                             1,981,770         1,883,808
   Other assets                                  211,308           228,834
                                              ----------        ----------
Total assets                                  $3,451,649        $3,335,525
                                              ==========        ==========

LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt           $ 15,437          $  2,382
    Current portion of obligations
      under capital leases                        11,525            11,327
    Accounts payable                             617,951           583,142
    Book overdrafts                              110,419           112,465
    Accrued salaries, wages and benefits         155,380           155,649
    Accrued taxes                                 62,111            51,611
    Other accruals                               194,979           208,002
                                               ---------         ---------
      Total current liabilities                1,167,802         1,124,578
                                               ---------         ---------
   Long-term debt                              1,040,035           865,675
   Obligations under capital leases              109,045           117,870
   Other non-current liabilities                 324,090           381,210
                                               ---------         ---------
Total liabilities                              2,640,972         2,489,333
                                               ---------         ---------
   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
      38,347,216 and 38,367,216 shares,
      respectively                                38,347            38,367
    Additional paid-in capital                   456,470           457,101
    Unamortized value of restricted stock grant      -                (441)
    Accumulated other comprehensive loss         (70,193)          (60,696)
    Retained earnings                            386,053           411,861
                                              ----------        ----------
Total shareholders' equity                       810,677           846,192
                                              ----------        ----------
Total liabilities and shareholders' equity    $3,451,649        $3,335,525
                                              ==========        ==========




                         See Notes to Quarterly Report

                                       -4-

<PAGE>




                 The Great Atlantic & Pacific Tea Company, Inc.
                      Statements of Consolidated Cash Flows
                             (Dollars in thousands)
                                   (Unaudited)

                                                     40 Weeks Ended
                                             ----------------------------------
                                             December 2, 2000  December 4, 1999
                                             ----------------  ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                              $(14,303)        $7,186
  Adjustments to reconcile net (loss)
       income to cash provided
       by operating activities:
    Store/Facilities exit charge (reversal)
      and asset write-off                          (3,061)        11,953
    Environmental charge                            4,029            -
    Depreciation and amortization                 195,047        176,608
    Deferred financing expense                        919            838
    Deferred income tax (benefit) provision        (9,992)         4,975
    Gain on disposal of owned property             (1,634)        (1,297)
  Other changes in assets and liabilities:
    Decrease (increase) in receivables             22,995        (17,290)
    (Increase) in inventories                     (87,561)       (14,763)
    (Increase) decrease in prepaid expenses
       and other current assets                    (3,727)           410
    (Increase) in other assets                     (4,153)        (6,038)
    Increase in accounts payable                   44,521         57,883
    Increase (decrease) in accrued salaries,
      wages and benefits                            3,772         (6,520)
    Increase (decrease) in accrued taxes            8,505         (2,449)
    (Decrease) in other accruals and other
       liabilities                                (44,218)        (9,897)
    Other operating activities, net                 4,481         (1,744)
                                                  -------        -------
Net cash provided by operating activities         115,620        199,855
                                                  -------        -------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for property                      (325,729)      (367,822)
  Proceeds from disposal of property               25,240         75,422
                                                 --------       --------
Net cash used in investing activities            (300,489)      (292,400)
                                                 --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in short-term debt                      (17,000)        (4,100)
  Proceeds under revolving lines of credit        511,471        125,027
  Payments on revolving lines of credit          (326,556)      (215,103)
  Proceeds from long-term borrowings               22,620        200,157
  Payments on long-term borrowings                 (3,125)        (3,942)
  Principal payments on capital leases             (8,514)        (8,951)
  Payment of deferred financing fees                 (373)        (6,298)
  Decrease in book overdrafts                        (739)       (15,944)
  Proceeds from stock options exercised                -           1,555
  Cash dividends                                  (11,505)       (11,498)
                                                  -------        -------
Net cash provided by financing activities         166,279         60,903

  Effect of exchange rate changes on cash
    and short-term investments                     (2,073)           816
                                                  -------        -------
Net decrease in cash and short-term investments   (20,663)       (30,826)
Cash and short-term investments at beginning
  of period                                       124,603        136,810
                                                  -------        -------
Cash and short-term investments at end of period $103,940       $105,984
                                                 ========       ========




                         See Notes to Quarterly Report
                                     -5-
<PAGE>

                The Great Atlantic & Pacific Tea Company, Inc.
                  Notes to Consolidated Financial Statements


1. Basis of Presentation

The  consolidated  financial  statements  for the 12 and 40 week  periods  ended
December  2, 2000 and  December  4, 1999 are  unaudited,  and in the  opinion of
Management,  all adjustments necessary for a fair presentation of such financial
statements  have  been  included.  Such  adjustments  consisted  only of  normal
recurring  items,  except  for the store and  facilities  exit  costs  discussed
herein.  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 1999 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  provision/benefit  recorded  for the 12 and 40 week  periods of
fiscal years 2000 and 1999 reflects the Company's  estimated expected annual tax
rates applied to its respective domestic and foreign financial results.


3. Wholesale Franchise Business

As of  December  2,  2000,  the  Company  served  68  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 $152  million and $128  million for the third  quarters of
fiscal 2000 and 1999, respectively, and $486 million and $387 million for the 40
week periods ended in fiscal years 2000 and 1999, 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 primarily  represents the  reimbursement of costs incurred to provide such
services.

The Company holds as assets inventory notes  collateralized  by the inventory in
the stores and equipment lease  receivables  collateralized  by the equipment in
the stores. The current portion of the inventory notes and equipment leases, net
of allowance for doubtful accounts,  amounting to approximately $4.4 million and
$4.1  million,  are  included  in  accounts  receivable  at December 2, 2000 and
February 26, 2000,  respectively.  The long-term  portion of the inventory notes
and  equipment  leases,  net of allowance  for doubtful  accounts,  amounting to
approximately  $51.9  million and $53.4  million are included in other assets at
December 2, 2000 and February 26, 2000, 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 results 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 Pronouncements Not Yet Adopted

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of   Financial   Accounting   Standards  No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities"  ("SFAS 133"). This Statement requires that
all  derivative  instruments  be  measured at fair value and  recognized  in the
Consolidated  Balance Sheets as either assets or liabilities.  In addition,  the
accounting  for  changes in the fair value of a  derivative  (gains and  losses)
depends on the intended use of the derivative and the resulting designation. For
a derivative  designated as a hedge, the change in fair value will be recognized
as a component of other comprehensive income; for a derivative not designated as
a hedge,  the change in the fair value will be recognized  in the  Statements of
Consolidated Operations.

In June  1999,  the  FASB  issued  SFAS  No.  137,  "Accounting  For  Derivative
Instruments  And Hedging  Activities  - Deferral Of The  Effective  Date of FASB
Statement No. 133" which delays the adoption of SFAS 133 for one year, to fiscal
years beginning after June 15, 2000.

In June 2000, the FASB issued SFAS No. 138,  "Accounting for Certain  Derivative
Financial  Instruments  and Certain  Hedging  Activities  - An Amendment of FASB
Statement No. 133". This Statement amends the accounting and reporting standards
of SFAS 133 for certain derivative  instruments,  for certain hedging activities
and for decisions  made by the FASB relating to the  Derivatives  Implementation
Group  ("DIG")  process.  Certain  decisions  arising  from the DIG process that
required specific  amendments to SFAS 133 were incorporated into this Statement.
The Company is required to  adopt SFAS 133  and SFAS 138 in the first quarter of
fiscal  2001.  The  Company  does  not  expect  these pronouncements will have a
material  impact  on  the Company's financial position, results of operations or
cash flow.

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial  Statements" ("SAB
101").  SAB 101 was issued to provide  guidance in applying  generally  accepted
accounting  principles  to the large number of revenue  recognition  issues that
registrants encounter, including nonrefundable, up-front fees and the disclosure
of judgements as to the  appropriateness  of the principles  relating to revenue
recognition  accounting  policies.  Since the issuance of SAB 101, the Staff has
received  requests  from a  number  of  groups  asking  for  additional  time to
determine the effects, if any, on registrants' revenue recognition practices and
as such, the SEC has delayed the  implementation  date of SAB 101 until no later
than the fourth quarter of fiscal years  beginning  after December 15, 1999. The
Company  has  evaluated  the impact of this Staff  Accounting  Bulletin  and has
concluded that it will have no effect on the Consolidated  Financial Statements.
Revenue is recognized at the point of sale for retail sales.  Vendor  allowances
and credits that relate to the Company's buying and merchandising activities are
recognized as earned.

In  May  2000,  the  Emerging  Issues  Task  Force  ("EITF")  issued  No.  00-14
"Accounting  for Certain  Sales  Incentives".  The EITF  reached a consensus  on
several issues involving the accounting and income statement  classification  of
rebates,  coupons and other  discounts.  The Company has evaluated the impact of
this issue and has  concluded  that it will have no effect on the  accounting or
classification  of sales  incentives  since  coupons  issued by the  Company are
recorded upon redemption as a reduction of sales.


5. Store and Facilities Exit Costs - Great Renewal - Phase I

In May 1998, the Company  initiated a vigorous  assessment of all aspects of its
business  operations  in order to identify the factors that were  impacting  the
performance of the Company.

As a result of the above  assessment,  in the third quarter of fiscal 1998,  the
Company decided to exit two warehouse  facilities and a coffee plant in the U.S.
and a bakery  plant in Canada.  In  connection  with the exit plan,  the Company
recorded a charge of approximately $11 million which was comprised of $7 million
of severance, $3 million of facilities occupancy costs for the period subsequent
to closure and $1 million to write-down the  facilities to their  estimated fair
value.

As of February 27, 1999, the Company had closed and terminated  operations  with
respect to the two warehouses and the coffee plant.  The volume  associated with
the  warehouses  was  transferred  to  other   warehouses  in  close  geographic
proximity.  Further,  the  manufacturing  processes  of the  coffee  plant  were
transferred  to  the  Company's  remaining  coffee  processing   facility.   The
processing associated with the Canadian bakery was outsourced in January 1999.

In addition,  on December 8, 1998, the Company's  Board of Directors  approved a
plan which included the exit of 127 underperforming stores throughout the United
States and Canada and the disposal of two other properties.  Included in the 127
stores were 31 stores representing the entire Richmond, Virginia market. Further
on  January  28,  1999,  the Board of  Directors  approved  the  closure of five
additional underperforming stores. In connection with the Company's plan to exit
these 132 stores and the write-down of two  properties,  the Company  recorded a
charge in the fourth quarter of fiscal 1998 of approximately $215 million.

This $215 million charge consisted of $8 million of severance (including pension
withdrawal obligations),  $1 million of facilities occupancy costs, $114 million
of store  occupancy  costs,  which  principally  relates to the present value of
future lease obligations,  net of anticipated sublease recoveries,  which extend
through  fiscal 2028,  an $83 million  write-down of store fixed assets and a $9
million  write-down  to estimated  fair value of two  properties.  To the extent
fixed assets  included in those stores  identified for closure could be utilized
in other continuing stores,  the Company  transferred those assets to continuing
stores.  The Company plans to scrap fixed assets that could not be  transferred,
and  accordingly,  the write-down was calculated  based upon an estimated  scrap
value.  This fourth quarter charge of $215 million was reduced by  approximately
$2 million in fiscal  1998 due to changes  in  estimates  of pension  withdrawal
liabilities  and fixed asset  write-downs  from the time the original charge was
recorded.

In addition to the charges  recorded in fiscal  1998,  there were other  charges
related to the plan which could not be accrued for at February  27, 1999 because
they  did  not  meet  the  criteria  for  accrual  under  EITF  94-3  "Liability
Recognition for Certain  Employee  Termination  Benefits and Other Costs to Exit
Activity (Including Certain Costs Incurred in a Restructuring)." Such costs have
been  expensed as incurred  as the plan was being  executed.  During the 40 week
period ended December 4, 1999, the Company recorded an additional  pretax charge
of $11 million for severance  related to the 132 stores.  No additional  charges
were recorded during the 40 week period of fiscal 2000.

On  April  26,  1999,  the  Company  announced  that it had  reached  definitive
agreements to sell 14 stores in the Atlanta,  Georgia market,  two of which were
previously included in the Company's store exit program. In conjunction with the
sale,  the  Company  decided  to exit the  entire  Atlanta  market and close the
remaining  22 stores,  as well as the  distribution  center  and  administrative
office.  Accordingly,  at the time of the  announcement,  the Company recorded a
fiscal 1999 first quarter net pretax charge of  approximately  $5 million.  This
charge was comprised of severance of $6 million and future lease  commitments of
$11 million,  partially  offset by a $12 million gain related to the disposition
of fixed and intangible assets. The net charge was included in "Store operating,
general and administrative expense".

The Company paid $28 million of the total net severance charges from the time of
the original  charges  through the third  quarter of fiscal 2000 which  resulted
from the termination of approximately  3,400 employees.  The remaining severance
payments to individuals will be made by the end of fiscal 2000.

The   following   reconciliation   summarizes   the  activity   related  to  the
aforementioned charges since the beginning of fiscal 1999:

                                      Severance
                    Store      Fixed    and     Facilities
                  Occupancy   Assets  Benefits   Occupancy           Total
                  ---------   ------  --------  ----------           -----
(Dollars in thousands)

Reserve Balance at
   Feb. 27, 1999   $114,532   $   -    $10,066    $4,038           $128,636
Addition (1)         15,730       -     17,060     3,188             35,978
Utilization          (4,614)(2) (295)  (19,626)   (3,659)           (28,194)
Adjustment (3)      (22,195)     295        -        -              (21,900)
                    -------      ---   -------    ------           --------

Reserve Balance at
   Feb. 26, 2000    103,453        -     7,500     3,567            114,520

Addition (4)          3,997        -         -         -              3,997
Utilization (5)     (21,277)       -    (4,580)     (463)           (26,320)
Adjustment (3)          -          -         -    (3,061)            (3,061)
                    --------   -----    ------    -------           -------

Reserve Balance at
   Dec. 2, 2000     $86,173   $   -     $ 2,920   $   43            $89,136
                    =======   =====     =======   ======            =======





   (1)The fiscal 1999  addition  represents  an increase to the store  occupancy
      reserve  for the  present  value  interest  accrued  ($7.4  million),  the
      additional  severance  cost  ($11.5  million)  and the cost of exiting the
      Atlanta market  (including  store occupancy of $8.3 million,  severance of
      $5.6 million and facilities costs of $3.2 million).

   (2)Store occupancy  utilization for fiscal 1999 is comprised of $29.6 million
      of lease and other occupancy payments for the period, net of $25.0 million
      of net  proceeds  on the  assignment  of leases  which was  considered  in
      determining the original charge recorded during fiscal 1998.

   (3)At each  balance  sheet  date,  Management  assesses  the  adequacy of the
      reserve  balance to determine if any  adjustments are required as a result
      of changes in circumstances  and/or  estimates.  As a result, in the third
      quarter of fiscal  1999,  the Company  recorded a net  reduction in "Store
      operating, general and administrative expense" of $21.9 million to reverse
      a portion of the $215  million  restructuring  charge  recorded  in fiscal
      1998.  This  amount   represents  a  $22.2  million  reduction  in  "Store
      operating,  general and administrative  expense" for lower store occupancy
      costs resulting primarily from earlier than anticipated lease terminations
      and  subleases.  The  credit  is  partially  offset  by  $0.3  million  of
      additional fixed asset  write-downs  resulting from lower than anticipated
      proceeds from the sale of fixed assets. Additionally, in the first quarter
      of fiscal 2000, the Company recorded a net reduction in "Store  operating,
      general and  administrative  expense" of $3.1 million to reverse a portion
      of the $215 million  restructuring  charge  recorded in fiscal  1998.  The
      reversal  is a result of a change in estimate  resulting  from the sale of
      one of the  Company's  warehouses  sold during the first quarter of fiscal
      2000.

   (4)The  addition of $4.0  million to store  occupancy  during the first three
      quarters of fiscal 2000  represents the present value of accrued  interest
      related to lease obligations.

   (5)Store occupancy  utilization of $21.3 million and facilities  occupancy of
      $0.5 million represent lease and other occupancy  payments made during the
      40 week period ended December 2, 2000.

Based upon  current  available  information,  Management  evaluated  the reserve
balance of $89.1  million as of  December 2, 2000 and has  concluded  that it is
adequate.  The  Company  will  continue  to  monitor  the  status of the  vacant
properties and further adjustments to the reserve balance may be recorded in the
future, if necessary.

At  December  2, 2000,  approximately  $28 million of the reserve is included in
"Other  accruals"  and the  remaining  amount is included in "Other  non-current
liabilities" in the Consolidated Balance Sheets.

Included in the Statements of Consolidated  Operations are the operating results
of the 132 underperforming stores (including 31 stores in the Richmond, Virginia
market) and the 34 Atlanta  stores which the Company has exited.  The  operating
results of these stores are as follows:








(In thousands)          12 Weeks Ended                40 Weeks Ended
                  --------------------------     ------------------------
                  December 2,    December 4,     December 2,  December 4,
                     2000             1999          2000          1999
                  -----------    -----------     -----------  -----------

   Sales             $  138      $13,451          $  515       $198,473
                     ======      =======          ======       ========

   Operating Loss    $  (44)     $(3,559)         $ (115)      $(29,690)
                     ======      =======          ======       ========

As of the end of fiscal  1999,  the Company had closed 165 stores,  including 34
stores in the Atlanta,  Georgia  market and 31 stores in the Richmond,  Virginia
market.


6.    Defined Benefit Plan Transfer

During the year ended February 25, 1995, the Company's  Canadian  subsidiary and
the United Food & Commercial Workers  International  Union,  Locals 175 and 633,
entered  into  an  agreement  resulting  in the  amalgamation  of  three  of the
Company's  Canadian  defined benefit pension plans with the Canadian  Commercial
Workers  Industry  Pension Plan  ("CCWIPP"),  retroactive  to July 1, 1994.  The
agreement was subject to the approval of the CCWIPP trustees and the appropriate
regulatory bodies. During the first quarter of fiscal 2000, the Company received
final approval of the agreement.

Under the terms of this agreement, CCWIPP assumed the assets and defined benefit
liabilities  of the three  pension  plans and the  Company is  required  to make
defined  contributions  to CCWIPP based upon hours  worked by employees  who are
members of CCWIPP.  As a result of this  transfer,  during the first  quarter of
fiscal 2000, the Company  recorded a $0.4 million net expense and a $2.7 million
adjustment to the minimum pension liability.


7. Operating Segments

Operating  segments  are  defined as  components  of an  enterprise  about which
separate financial  information is available that is evaluated  regularly by the
chief  operating  decision  maker in deciding how to allocate  resources  and in
assessing performance. The Company's chief operating decision maker is the Chief
Executive Officer.

The Company  currently  operates in three  reportable  segments:  United  States
Retail, Canada Retail and Wholesale. The retail segments are comprised of retail
supermarkets  in the United States and Canada,  while the  wholesale  segment is
comprised  of the  Company's  Canadian  operation  that serves as the  exclusive
wholesaler  to the  Company's  franchised  stores  and serves as  wholesaler  to
certain third party retailers.

The accounting  policies for the segments are the same as those described in the
summary of significant accounting policies included in the Company's Fiscal 1999
Annual Report.  The Company  measures segment  performance  based upon operating
profit.


Interim information on segments is as follows:

(Dollars in thousands)
                         12 Weeks Ended          40 Weeks Ended
                     ------------------------- ------------------------
                     December 2,   December 4, December 2,  December 4,
                          2000         1999        2000       1999
                     ------------------------- ------------------------
Sales
   U.S. Retail         $1,883,595  $1,812,210  $6,268,609  $6,105,177
   Canada Retail          393,467     392,216   1,313,545   1,238,089
   Canada Wholesale       151,728     127,702     485,990     386,964
                       ----------  ----------  ----------  ----------
      Total Company    $2,428,790  $2,332,128  $8,068,144  $7,730,230
                       ==========  ==========  ==========  ==========

Depreciation and amortization
   U.S. Retail         $   52,285    $47,505     $170,672    $155,528
   Canada Retail            7,311      6,801       24,375      21,080
   Canada Wholesale         -          -            -           -
                       ----------    -------     --------    --------
      Total Company    $   59,596    $54,306     $195,047    $176,608
                       ==========    =======     ========    ========

(Loss) income from operations
   U.S. Retail         $   (9,281)   $45,328     $ 14,191    $ 41,843
   Canada Retail            1,554      5,479       17,681      18,093
   Canada Wholesale         5,543      5,277       16,166      12,806
                       ----------    -------     --------    --------
      Total Company    $   (2,184)   $56,084     $ 48,038    $ 72,742
                       ==========    =======     ========    ========

(Loss) income before income taxes
   U.S. Retail         $  (29,282)   $28,232     $(48,929)   $(10,063)
   Canada Retail             (518)     3,414       10,320      11,265
   Canada Wholesale         5,848      5,399       17,101      13,536
                       ----------    -------     --------    --------
      Total Company    $  (23,952)   $37,045     $(21,508)   $ 14,738
                       ==========    =======     ========    ========

Capital expenditures
   U.S. Retail         $   74,334    $87,279     $277,223    $315,340
   Canada Retail            9,752     23,777       48,506      52,482
   Canada Wholesale         -          -            -           -
                       ----------   --------     --------    --------
      Total Company    $   84,086   $111,056     $325,729    $367,822
                       ==========   ========     ========    ========



                     December 2,      February 26,
                        2000             2000
                     ------------     ------------
Total assets
   U.S. Retail         $2,827,136      $2,684,624
   Canada Retail          539,604         567,573
   Canada Wholesale        84,909          83,328
                       ----------      ----------
      Total Company    $3,451,649      $3,335,525
                       ==========      ==========



8. Environmental Liability

During  the  first  quarter  of  fiscal  2000,   the  Company  became  aware  of
environmental issues at one of its non-retail real estate locations. The Company
obtained  an  environmental  remediation  report  to  enable  it to  assess  the
potential environmental  liability related to this property.  Factors considered
in determining the liability included, among others, the following:  whether the
Company had been designated as a potentially  responsible  party,  the number of
potentially  responsible  parties  designated  at the  site,  the  stage  of the
proceedings and the available environmental technology.

During the first  quarter of fiscal 2000,  the Company  assessed the  likelihood
that a loss had been  incurred  at this site as  probable  and based on findings
included in remediation reports and discussion with legal counsel, estimated the
potential  loss  to  be  approximately  $3  million  on an  undiscounted  basis.
Accordingly,  such amount was accrued at that time.  At each balance  sheet date
the Company assesses its exposure with respect to this environmental remediation
based on current available information. During the third quarter of fiscal 2000,
with respect to such review,  it was determined that additional  costs amounting
to  approximately  $1 million  would be incurred to remedy  these  environmental
issues, and accordingly,  this additional amount was accrued.  The total accrued
liability  of  approximately  $4  million  is  included  in  "Other  non-current
liabilities" in the Consolidated Balance Sheets.


9. Project Financing Agreement

During  the 40 weeks  ended  December  2,  2000,  the  Company  entered  into an
agreement with IBM Credit  Corporation  ("IBM  Credit")  whereby IBM Credit will
provide financing for software  purchases and hardware leases primarily relating
to the  Company's  Great  Renewal - Phase II supply chain and  business  process
initiative. Under this agreement, IBM Credit will finance software purchases and
hardware leases in the aggregate up to $71 million at an effective rate of 8.49%
per annum.  The software  purchases and hardware  leases will occur from time to
time over the next four years.  The Company is committed  to make equal  monthly
payments of $1.4 million  through May 2005.  Such payments are subject to change
based upon the timing and amount of funding from IBM Credit.

As of  December  2,  2000,  IBM Credit has funded  $22.5  million  for  software
purchases and has leased  hardware to the Company with a total fair market value
of $10.5  million.  The leasing of the  hardware  under this  agreement is being
accounted for as an operating lease in accordance with SFAS No. 13,  "Accounting
for Leases."


10.   Sale-Leaseback Transaction

On December  29,  2000,  the Company  entered  into an agreement to sell certain
properties and subsequently  lease them back from the purchaser.  The properties
subject to this  agreement  have a  carrying  value of $18.9  million.  Proceeds
received by the Company related to this  transaction  amounted to $26.4 million.
The resulting  gain of $7.5 million will be deferred and amortized over the life
of the respective leases as a reduction of rental expense.



The  resulting  leases  have  terms of 20  years,  with  options  to  renew  for
additional  periods,  and  are  being  accounted  for  as  operating  leases  in
accordance  with SFAS No. 13,  "Accounting  for Leases."  Future  minimum  lease
payments for these operating leases are as follows:

(Dollars in thousands)

   Remainder of fiscal 2000   $  487
   Fiscal 2001                 2,768
   Fiscal 2002                 2,768
   Fiscal 2003                 2,768
   Fiscal 2004                 2,768
   Fiscal 2005                 2,768
   Thereafter                 43,810
                             -------
      Total                  $58,137
                             =======



<PAGE>


ITEM 2 -  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations


Results of Operations

12 Weeks Ended December 2, 2000 Compared to 12 Weeks Ended December 4, 1999

Sales for the third quarter ended December 2, 2000 of $2.4 billion increased $97
million  or 4.1% from the prior year  third  quarter  amount.  The  increase  is
detailed in the following table:

                                 Increase/           Increase/
                                 (Decrease)         (Decrease)
                                     $                   %
                                 ---------           --------
   New stores (44)                  $115               4.9%
   Same store sales                   32               1.4
   Wholesale sales                    26               1.1
   Canadian exchange rate            (17)             (0.7)
   Closed stores (48)                (59)             (2.6)
                                    ----              -----
      Total                         $ 97               4.1%
                                    ====               ===

Average weekly sales per supermarket  were  approximately  $260,100 in the third
quarter of fiscal 2000 versus $247,100 for the corresponding period of the prior
year, an increase of 5.3%.  Same store sales for Canadian  operations  increased
4.2% from the prior year and same store sales for U.S. operations increased 0.8%
from the prior year.

Gross  margin as a percent of sales  decreased  65 basis points to 28.35% in the
third  quarter of fiscal 2000 from 29.00% for the third  quarter of fiscal 1999.
This decrease was due to the increasingly  competitive  supermarket  environment
and  promotional  programs that were less  successful in generating  the desired
sales expected from those types of programs. The gross margin dollar increase of
$12 million  resulted  from an  increase in sales  volume partially  offset by a
decrease in  the gross  margin rate as  well  as  a  decrease  in  the  Canadian
exchange rate. The U.S. operations gross margin increase of $15 million resulted
from  an  increase of $22  million due to higher sales  volume partially  offset
by a decrease of $7 million due to  a  lower  gross  margin rate.  The  Canadian
operations gross margin decrease of  $3 million  resulted from a decrease  of $9
million  due to a lower gross margin  rate  and  a decrease of $4 million in the
Canadian  exchange  rate  partially offset  by an increase of $10 million due to
higher sales volume.

Store operating,  general and  administrative  ("SG&A") expense was $691 million
for  the  third  quarter  of  fiscal  2000  compared  to  $620  million  for the
corresponding  period in the prior year. As a percentage of sales,  SG&A expense
increased from 26.59% in the third quarter of fiscal 1999 to 28.44% in the third
quarter of fiscal 2000.

The SG&A expense for the third  quarter of fiscal 1999  included a net credit of
approximately $5 million relating to the Company's Great Renewal - Phase I store
closure  initiatives  ("GR  I") as  described  in  Footnote  5 of the  Company's
Consolidated  Financial Statements for the 12 and 40 week periods ended December
2,  2000.  This  net  credit  consisted  of  reversals  of  previously  recorded
restructuring  charges due to favorable progress in marketing and subleasing the
closed stores of approximately  $22 million offset by approximately  $11 million
of costs related to the store exiting  charges and  approximately  $6 million of
store operating, general and administrative expense of the stores identified for
closure.

The SG&A expense for the third quarter of fiscal 2000 included approximately $18
million  relating to the  Company's  Great  Renewal - Phase II supply  chain and
business  process  initiative  ("GR II").  Such  costs  consisted  primarily  of
professional  consulting  fees and  salaries,  including  related  benefits,  of
employees working full-time on the initiative.

Excluding the GR I and GR II charges noted above, as a percentage of sales, SG&A
expense  increased  from 26.97% in the third quarter of fiscal 1999 to 27.69% in
the third  quarter of fiscal 2000.  The increase of 72 basis points is primarily
due to higher  occupancy and labor costs associated with the Company's new store
development program.

Interest expense increased $2.9 million or 14.4% from the  corresponding  period
of the prior year, primarily due to increased borrowings from banks.

The loss before income taxes for the third  quarter  ended  December 2, 2000 was
$24  million  compared  to income  before  income  taxes of $37  million for the
comparable period in the prior year for a decrease of $61 million.  The loss was
attributable principally to lower gross margin, higher store operating,  general
and administrative expense and increased interest expense.

The income tax  benefit/provision  recorded in the third quarter of fiscal years
2000 and 1999 reflect the Company's  estimated expected annual tax rates applied
to its respective domestic and foreign financial results.


40 Weeks Ended December 2, 2000 Compared to 40 Weeks Ended December 4, 1999

Sales for the 40 weeks ended  December 2, 2000 of $8.1  billion  increased  $338
million or 4.4% from the prior year.  The increase is detailed in the  following
table:

                                 Increase/          Increase/
                                 (Decrease)        (Decrease)
                                     $                  %
                                 ----------        ----------
   New stores (59)                  $444               5.7%
   Same store sales                  137               2.0
   Wholesale sales                   103               1.3
   Canadian exchange rate             (9)             (0.1)
   Closed stores (151)              (337)             (4.5)
                                    ----              -----
      Total                         $338               4.4%
                                    ====              =====

Average weekly sales per supermarket were approximately $259,800 for the 40 week
period of fiscal 2000 versus $241,100 for the corresponding  period of the prior
year, an increase of 7.8%.  Same store sales for Canadian  operations  increased
4.0% 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 8 basis points to 28.66% for the 40
week period of fiscal  2000 from  28.58% for the 40 week period of fiscal  1999.
The gross margin  dollar  increase of $103 million  resulted  from  increases in
sales  volume  and  the  gross margin rate partially offset by a decrease in the
Canadian  exchange   rate.  The  U.S.  operations  gross margin  increase of $82
million  resulted  from  an increase of $49 million due to higher  sales  volume
and  $33  million  due to a higher  gross margin rate.  The Canadian  operations
gross margin increase of $21 million  resulted from an increase  of $42  million
due  to  higher  sales   volume  partially  offset by a decrease of $19  million
due  to  a lower gross  margin rate and a decrease of $2 million in the Canadian
exchange rate.

SG&A  expense was $2.3  billion for the 40 week  period  ended  December 2, 2000
compared to $2.1 billion for the  corresponding  period of the prior year.  As a
percentage of sales, SG&A expense increased from 27.64% in fiscal 1999 to 28.06%
in fiscal 2000.

The SG&A  expense for the 40 week period of fiscal 1999  included  approximately
$101  million  relating to GR I,  including  approximately  $56 million of costs
related to the store  exiting  charges  and  approximately  $67 million of store
operating,  general  and  administrative  expense of the stores  identified  for
closure,  partially  offset by reversals of  previously  recorded  restructuring
charges due to favorable  progress in marketing and subleasing the closed stores
of approximately $22 million.

The SG&A  expense for the 40 week period of fiscal 2000  included  approximately
$52  million  relating  to GR II.  Such costs  included  primarily  professional
consulting fees and salaries,  including related benefits,  of employees working
full-time  on the  initiative.  Also  included  in the fiscal  2000  expense was
approximately  $4  million  of  estimated  environmental  clean up  costs  for a
non-retail property. Partially offsetting the fiscal 2000 expense was a reversal
of approximately $3.1 million of GR I charges originally recorded in fiscal 1998
resulting from a change in estimate  related to the sale of one of the Company's
warehouses sold during the first quarter of fiscal 2000.

Excluding  the charges  noted  above,  as a  percentage  of sales,  SG&A expense
increased from 26.88% for the 40 week period of fiscal 1999 to 27.40% for the 40
week period of fiscal 2000.  The increase of 52 basis points is primarily due to
litigation and severance  charges as well as higher labor and occupancy costs in
fiscal 2000.

Interest expense increased $11.7 million or 18.7% from the corresponding  period
of the prior year,  primarily due to the issuance of $200 million  9.375% Senior
Quarterly Interest Bonds on August 6, 1999 and increased borrowings from banks.

The loss before  income taxes for the 40 week period ended  December 2, 2000 was
$21  million  compared  to income  before  income  taxes of $15  million for the
comparable  period in the prior  year,  a decrease of $36  million.  The loss is
attributable  principally  to the  increases  in store  operating,  general  and
administrative  expense and interest  expense  partially  offset by higher gross
margin.

The income tax  benefit/provision  recorded in the first three  quarters of 2000
and 1999 reflect the Company's  estimated  expected  annual tax rates applied to
its respective domestic and foreign financial results.


Liquidity and Capital Resources

The Company ended the third  quarter of fiscal 2000 with working  capital of $91
million compared to $98 million at the beginning of the fiscal year. The Company
had cash and short-term  investments  aggregating $104 million at the end of the
third  quarter of fiscal 2000  compared  to $125  million as of fiscal 1999 year
end.  Short-term  investments  were  approximately $6 million and $27 million at
December 2, 2000 and February 26,  2000,  respectively.  The decrease in working
capital is attributable  primarily to decreases in cash, short-term  investments
and accounts receivable, and an increase in accounts payable partially offset by
an increase in inventories.

On August 6, 1999, the Company issued $200 million  aggregate  principal  amount
9.375% Senior Quarterly  Interest Bonds due August 1, 2039. The Company used the
net  proceeds  from the  issuance  of the  bonds to repay  borrowings  under its
revolving  credit  facility,  to finance the  purchase  of 16 stores,  (6 in the
United  States and 10 in Canada) and for working  capital and general  corporate
purposes.

The Company has an unsecured five year $493 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.  As of  December  2,  2000,  the  Credit  Agreement  was
comprised  of the  U.S.  credit  agreement  amounting  to $415  million  and the
Canadian credit agreement  amounting to C$121 million (U.S. $78 million).  As of
December 2, 2000,  the Company had $320 million of  borrowings  under the Credit
Agreement.  Accordingly,  as of December 2, 2000,  the Company had $173  million
available  under the Credit  Agreement.  Borrowings  under the  agreement  bears
interest at the  weighted  average rate of 7.15% as of December 2, 2000 based on
the variable LIBOR pricing.

In addition to the Credit  Agreement,  the Company also has various  uncommitted
lines of credit with  numerous  banks  totaling $55  million.  As of December 2,
2000,  the Company  had $10 million  outstanding  and $45 million  available  in
uncommitted lines of credit.

As described in Footnote 9 of the Company's  Consolidated  Financial  Statements
for the 12 and 40 week periods ended December 2, 2000, the Company  entered into
an agreement with IBM Credit  Corporation ("IBM Credit") whereby IBM Credit will
provide  financing for software  purchases and hardware leases primarily related
to GR II. Under this agreement,  IBM Credit will finance software  purchases and
hardware leases in the aggregate up to $71 million at an effective rate of 8.49%
per annum.  As of  December  2, 2000,  IBM Credit has funded  $22.5  million for
software  purchases  and has leased  hardware to the  Company  with a total fair
market value of $10.5 million.

On November 1, 2000,  the Company's  Canadian  subsidiary,  The Great Atlantic &
Pacific  Company of Canada,  Limited,  repaid its outstanding $75 million 5 year
Notes  denominated in U.S.  dollars.  The repayment of these Notes was funded by
the Credit Agreement at an average rate of 6.55%.

The Company has filed two Shelf  Registration  Statements dated January 23, 1998
and June 23, 1999, allowing it to offer up to $350 million of debt and/or equity
securities as of December 2, 2000 at terms  determined  by market  conditions at
the time of sale.

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 is in compliance with
all such covenants as of December 2, 2000.

The Company is currently  negotiating a new, secured  revolving credit agreement
to replace its existing  facility that is expected to have covenants,  terms and
conditions which reflect the Company's current operating environment and capital
programs.  Although the Company  cannot be certain of the final timing and terms
of such agreement, it expects to have the agreement in place prior to its fiscal
year end.

On September 7, 2000, Standard & Poor's Ratings Group ("S&P") lowered its rating
on the Company's debt to BB stable. At December 2, 2000, the Company's  existing
senior  unsecured  debt rating was Ba1 with negative  implications  with Moody's
Investors  Service  ("Moody's")  and BB stable with S&P. On December  15,  2000,
Moody's lowered its rating on the Company's debt to Ba3 under continued  review.
On December 22, 2000,  S&P lowered its rating on the  Company's  debt to BB with
negative  implications.  These rating changes raise the cost of borrowing  under
the Credit  Agreement by 50 basis points on the borrowed amount and 12 1/2 basis
points  on the  entire  commitment.  Future  rating  changes  could  affect  the
availability and cost of financing to the Company.

For the 40 weeks  ended  December 2, 2000,  capital  expenditures  totaled  $326
million,  which included 35 new stores and 37 major  remodels and  enlargements.
Capital  expenditures  are  expected to be  approximately  $400  million for the
entire year.

As described in Footnote 10 of the Company's  Consolidated  Financial Statements
for the 12 and 40 week periods ended December 2, 2000, on December 29, 2000, the
Company  entered into an agreement to sell certain  properties and  subsequently
lease them back from the  purchaser.  The  properties  subject to this agreement
have a carrying value of $18.9 million. Proceeds received by the Company related
to this  transaction  amounted  to $26.4  million.  The  resulting  gain of $7.5
million will be deferred and amortized over the life of the respective leases as
a reduction of rental expense.  The Company is currently in discussions to enter
similar transactions with other owned properties.

On December 5, 2000,  the  Company's  Board of  Directors  voted to  discontinue
payment of the quarterly cash dividend on its common stock.

The Company  believes that its anticipated cash resources will be sufficient for
GR II and other capital  expenditure  programs,  as well as mandatory  scheduled
debt repayments throughout fiscal 2000.


Market Risk

Market risk  represents  the risk of loss from adverse  market  changes that may
impact the consolidated financial position,  results of operations or cash flows
of the Company.  Among other  possible  market risks,  the Company is exposed to
such risk in the areas of interest rates and foreign currency exchange rates.

Interest rates
The  Company's  exposure to market risk for  changes in interest  rates  relates
primarily  to the  Company's  debt  obligations.  The  Company  has no cash flow
exposure due to rate changes on its $700 million in notes as of December 2, 2000
because they are at fixed interest  rates.  However,  the Company does have cash
flow exposure on its committed and  uncommitted  bank lines of credit due to its
variable  LIBOR  pricing.  Accordingly,  as of December 2, 2000,  a 1% change in
LIBOR would result in interest expense  fluctuating  approximately  $3.3 million
per year.

Foreign Exchange Risk
The  Company  is  exposed  to  foreign  exchange  risk to the  extent of adverse
fluctuations  in the  Canadian  dollar.  For  the 12 and 40 week  periods  ended
December 2, 2000, a change in the Canadian  currency of 10% would have  resulted
in a fluctuation  in net income of $0.3 million and $1.5 million,  respectively.
The Company does not believe that a change in the Canadian  currency of 10% will
have a material effect on the financial position or cash flows of the Company.


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
programs on  satisfactory  terms;  supply or quality  control  problems with the
Company's  vendors and changes in economic  conditions  which  affect the buying
patterns of the Company's customers.










<PAGE>


                          PART II. OTHER INFORMATION


ITEM 1 - Legal Proceedings

On  January  8,  2001,  the  United  States Supreme Court denied the plaintiffs'
petition  for  certiorari  in  Shirley  A.  Lang,  et al. v. Kohl's Food Stores,
Inc. and  The  Great  Atlantic  &  Pacific  Tea  Company, Inc.,  which favorably
concludes this litigation for the Company.

On January  13,  2000,  the  Attorney  General of the State of New York filed an
action in New York Supreme Court,  County of New York, alleging that the Company
and its subsidiary Shopwell,  Inc., together with the Company's outside delivery
service Chelsea Trucking,  Inc., violated New York law by failing to pay minimum
and overtime wages to individuals who deliver groceries at a Food Emporium store
in New York City. The complaint  seeks a  determination  of violation of law, an
unspecified  amount of  restitution,  an injunction and costs. A purported class
action  lawsuit was filed on January 13, 2000 in the federal  district court for
the Southern District of New York against the Company, Shopwell, Inc. and others
by Faty  Ansoumana and others.  The federal  court action makes similar  minimum
wage and overtime pay  allegations  under both federal and state law and extends
the allegations to various stores operated by the Company. In December 2000, the
plaintiffs in the federal  court action  accepted a $3 million offer of judgment
made by the  Company,  such  offer  being  conditional  upon the  federal  court
entering an order  certifying a class  consisting of the individuals who are the
subject of a pending motion by the plaintiffs  for class  certification.  In the
event the Court enters the class  certification  order,  this judgment will also
resolve all related claims of the New York Attorney General.

For a description of other legal matters previously reported during fiscal 2000,
reference should be made to the Company's  filings on Form 10-Q for the quarters
ended June 17, 2000 and September 2, 2000.


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 in the first  quarter  ended June 17,
2000, Form 10-Q report filed with the Commission.


ITEM 5 - Other Information

None

ITEM 6 - Exhibits and Reports on Form 8-K

(a)   Exhibits required by item 601 of Regulation S-K

   Management Employment Agreements - Exhibit 10

(b)   Reports on Form 8-K

   None


<PAGE>


                The Great Atlantic & Pacific Tea Company, Inc.




SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.



Date: January 16, 2001     By:     /s/ Kenneth A. Uhl
                                  Kenneth A. Uhl, Vice President and
                                  Controller (Chief Accounting Officer)