Conformed Copy



                     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 9, 2000            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 9, 2000
            -----                      --------------------------------

Common stock - $1 par value                       38,347,216 shares







               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

                       PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                    STATEMENTS OF CONSOLIDATED OPERATIONS
         (Dollars in thousands, except share and per share amounts)
                                 (Unaudited)

                                12 Weeks Ended            28 Weeks Ended
                              Sept. 9,    Sept. 11,    Sept. 9,    Sept. 11,
                                2000        1999         2000        1999
                             ----------- ----------- ----------- -----------

Sales                        $2,439,534  $2,284,380   $5,639,354  $5,398,102
Cost of merchandise sold     (1,735,281) (1,623,079)  (4,015,756) (3,865,212)
                             ----------  ----------   ----------  ----------
Gross margin                    704,253     661,301    1,623,598   1,532,890
Store operating, general and
 administrative expense        (691,844)   (634,933)  (1,573,376) (1,516,232)
                             ----------  ----------   ----------  ----------
Income from operations           12,409      26,368       50,222      16,658
Interest expense                (22,132)    (17,910)     (51,068)    (42,304)
Interest income                   1,426       1,561        3,290       3,339
                             ----------  ----------   ----------  ----------
(Loss) income before
  income taxes                   (8,297)     10,019        2,444    (22,307)
Benefit (provision) for
  income taxes                    2,923      (4,641)      (2,234)     8,139
                             ----------  ----------   ----------  ----------
Net (loss) income            $   (5,374) $    5,378   $      210  $ (14,168)
                             ==========  ==========   ==========  ==========

(Loss) earnings per share:

Net (loss) income per share -
  basic and diluted          $     (.14) $      .14   $      .01  $     (.37)
                             ==========  ==========   ==========  ==========
Weighted average number of
  common shares outstanding  38,347,216  38,358,284   38,347,216  38,335,948

Common stock equivalents              -     221,806            -     137,615
                             ----------  ----------   ----------  ----------
Weighted average number of
  common and common equivalent
  shares outstanding         38,347,216  38,580,090   38,347,216  38,473,563
                             ==========  ==========   ==========  ==========



                       See Notes to Quarterly Report.

                                     -1-




               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              Other
                                Addi-    of Re-             Compre-   Total
                                tional   stricted           hensive   Share-
                       Common   Paid-in  Stock    Retained  Income    holders'
                       Stock    Capital  Grant    Earnings  (Loss)    Equity
                       ------   -------  ------   --------  -------   -------

FY 2000 - 28 Week Period
------------------------

Balance at beginning
  of period
  38,367,216 shares    $38,367  $457,101 $(441)   $411,861  $(60,696)$846,192

Net income                                             210                210

Other comprehensive
 income:
  Foreign currency
    translation adjustment                                    (2,500)  (2,500)

  Minimum pension
    liability adjustment                                       2,682    2,682

Forfeiture of restricted
 stock grants              (20)    (631)   441                           (210)

Cash dividends
 ($.10 per share)                                   (7,670)            (7,670)
                       -------  -------- -----    --------  --------  -------
Balance at end of
 period                $38,347  $456,470 $   -    $404,401 $(60,514) $838,704
                       =======  ======== =====    ========  ======== ========









                       See Notes to Quarterly Report.

                                     -2-





FY 1999 - 28 Week Period
------------------------

Balance at beginning
  of period
  38,290,716 shares    $38,291  $454,971 $    -   $413,034  $(69,039) $837,257

Net loss                                           (14,168)           (14,168)

Other comprehensive
 income:

  Foreign currency
    translation
    adjustment                                                 2,478    2,478

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                     150                           150

Cash dividends
 ($.10 per share)                                   (7,663)            (7,663)
                       -------  -------- -------  --------  --------  --------
Balance at end of
 period                $38,367  $457,101 $ (501)  $391,203  $(66,561)$819,609
                       =======  ======== ======   ========  ======== ========



Comprehensive (Loss) Income
---------------------------
                                   12 Weeks Ended         28 Weeks Ended
                               Sept. 9,   Sept. 11,      Sept. 9,   Sept. 11,
                                 2000       1999           2000        1999
                              ---------   ---------     ---------   ---------
Net (loss) income              $(5,374)     $5,378       $   210    $(14,168)

 Foreign currency
  translation
  adjustment                    (1,221)     (1,306)       (2,500)      2,478

 Minimum pension liability
  adjustment                          -          -         2,682           -
                              ---------    -------      --------   ---------
Total comprehensive
  (loss) income                $(6,595)     $4,072       $   392    $(11,690)
                              ========     =======      ========   =========



                       See Notes to Quarterly Report.

                                     -3-




               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

                         CONSOLIDATED BALANCE SHEETS
                         ---------------------------
                 (Dollars in thousands except share amounts)

                                          Sept. 9, 2000    Feb. 26, 2000
                                          -------------    -------------
                                           (Unaudited)
ASSETS
------
  Current assets:
   Cash and short-term investments         $   96,394       $  124,603
   Accounts receivable                        191,032          227,078
   Inventories                                801,034          791,150
   Prepaid expenses and other assets           77,817           80,052
                                           ----------       ----------
     Total current assets                   1,166,277        1,222,883
                                           ----------       ----------

  Property:
   Property owned                           1,883,836        1,789,662
   Property leased                             92,164           94,146
                                           ----------       ----------
     Property-net                           1,976,000        1,883,808
  Other assets                                220,749          228,834
                                           ----------       ----------
  Total assets                             $3,363,026       $3,335,525
                                           ==========       ==========





                       See Notes to Quarterly Report.

                                     -4-






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

                                           Sept. 9, 2000   Feb. 26, 2000
                                           -------------   -------------
                                             (Unaudited)
LIABILITIES & SHAREHOLDERS' EQUITY
----------------------------------

  Current liabilities:
   Current portion of long-term debt       $    7,042       $    2,382
   Current portion of obligations under
     capital leases                            11,644           11,327
   Accounts payable                           566,891          583,142
   Book overdrafts                            125,034          112,465
   Accrued salaries, wages and benefits       158,968          155,649
   Accrued taxes                               61,763           51,611
   Other accruals                             202,473          208,002
                                           ----------       ----------
     Total current liabilities              1,133,815        1,124,578
                                           ----------       ----------

  Long-term debt                              941,383          865,675
                                           ----------       ----------
  Obligations under capital leases            114,178          117,870
                                           ----------       ----------
  Other non-current liabilities               334,946          381,210
                                           ----------       ----------
  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      (60,514)         (60,696)
   Retained earnings                          404,401          411,861
                                           ----------       ----------
   Total shareholders' equity                 838,704          846,192
                                           ----------       ----------
   Total liabilities and shareholders'
     equity                                $3,363,026       $3,335,525
                                           ==========       ==========

                       See Notes to Quarterly Report.

                                     -5-




               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                    STATEMENTS OF CONSOLIDATED CASH FLOWS
                           (Dollars in thousands)
                                 (Unaudited)

                                                       28 Weeks Ended
                                               Sept. 9, 2000   Sept. 11, 1999
                                               -------------   --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                            $     210        $(14,168)
  Adjustments to reconcile net income (loss)
  to cash provided by operating activities:
    Store/Facilities exit charge (reversal)
      and asset write-off                         (3,061)          31,347
    Environmental charge                           3,029                -
    Depreciation and amortization                135,451          122,302
    Deferred income tax provision (benefit)          376          (24,019)
    Gain on disposal of owned property            (1,648)          (1,240)
    Decrease in receivables                       33,289           20,839
    (Increase) decrease in inventories           (12,344)          64,157
    (Increase) in prepaid expenses
      and other current assets                    (2,413)            (393)
    (Increase) decrease in other assets           (2,075)             926
    (Decrease) in accounts payable               (13,450)         (57,852)
    Increase (decrease) in accrued salaries,
      wages and benefits                           6,165           (1,428)
    Increase in accrued taxes                      7,974           12,424
    (Decrease) increase in other accruals
      and other liabilities                      (33,450)           6,669
    Other operating activities, net                   80           (2,410)
                                               ---------        ---------
Net cash provided by operating activities        118,133          157,154
                                               ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for property                     (241,643)        (256,766)
  Proceeds from disposal of property              16,538           68,116
                                               ---------        ---------
Net cash used in investing activities           (225,105)        (188,650)
                                               ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in short-term debt                      18,000          (23,100)
  Proceeds under revolving lines of credit        90,000           85,000
  Payments on revolving lines of credit          (45,000)        (215,000)
  Proceeds from long-term borrowings              19,454          200,110
  Payments on long-term borrowings                (2,086)          (2,834)
  Principal payments on capital leases            (5,973)          (6,227)
  Deferred financing fees                              -           (6,298)
  Increase in book overdrafts                     12,913           12,549
  Proceeds from stock options exercised                -            1,555
  Cash dividends                                  (7,670)          (7,663)
                                               ---------        ---------
Net cash provided by financing activities         79,638           38,092
Effect of exchange rate changes on
  cash and short-term investments                   (875)             989
                                               ---------        ---------
NET (DECREASE) INCREASE IN CASH AND
   SHORT-TERM INVESTMENTS                        (28,209)           7,585

CASH AND SHORT-TERM INVESTMENTS
  AT BEGINNING OF PERIOD                         124,603          136,810
                                               ---------        ---------
CASH AND SHORT-TERM INVESTMENTS
  AT END OF PERIOD                             $  96,394        $ 144,395
                                               =========        =========



                       See Notes to Quarterly Report.

                                     -6-




               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               ----------------------------------------------

1) BASIS OF PRESENTATION

   The consolidated financial statements for the 12 and 28 week periods
   ended September 9, 2000 and September 11, 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 28 week period 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 September 9, 2000, the Company served 67 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 $146 million and $116 million for the
   second quarters of fiscal 2000 and 1999, respectively, and $334 million
   and $259 million for the 28 week period 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

                                     -7-



   to approximately $4.5 million and $4.1 million are included in accounts
   receivable at September 9, 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 $56.5 million
   and $53.4 million are included in other assets at September 9, 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 ("SFAS") 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 plans to adopt SFAS 133 and SFAS 138 in the first quarter of
   fiscal 2001.  The Company is currently evaluating the impact this
   pronouncement will have on the Consolidated Financial Statements.

   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

                                     -8-


   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 ("Task Force") issued
   No. 00-14 "Accounting for Certain Sales Incentives".  The Task Force
   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 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 has been transferred to other  warehouses
   in  close  geographic proximity.  Further, the manufacturing processes  of
   the  coffee plant have been transferred to the Company's remaining  coffee
   processing  facility.  The processing associated with the Canadian  bakery
   has been outsourced effective 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

                                     -9-



   properties.   Included  in the 127 stores are 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 the two properties which are held for sale. 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 1998, there were  other  charges
   related  to  the  plan  which could not be accrued at  February  27,  1999
   because they did not meet the criteria for accrual under EITF 94-3.   Such
   costs  have  been  expensed as incurred as the plan  was  being  executed.
   During  fiscal 1999, the Company recorded an additional pretax  charge  of
   $11  million for severance related to the 132 stores of which  $9  million
   was  recorded  in  the first half of fiscal 1999.  No  additional  charges
   were recorded during the 28 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 is comprised of severance
   of  $6  million, 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".


                                    -10-



   The  Company paid $27 million of the total net severance charges from  the
   time  of  the  original charges through the second quarter of fiscal  2000
   which  resulted  from  the termination of approximately  3,400  employees.
   The  remaining individual severance payments 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
(Dollars in thousands)Occupancy   Assets    Benefits   Occupancy   Total
--------------------- ---------  --------  --------   ----------  ---------
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)             2,873          -        -           -      2,873
Utilization (5)        (18,409)         -   (3,663)       (463)   (22,535)
Adjustment (3)               -          -        -      (3,061)    (3,061)
                      ---------  --------  -------     -------   --------
Reserve Balance at
  Sept. 9, 2000       $  87,917  $      -  $ 3,837     $    43   $ 91,797
                      =========  ========  =======     =======   ========


     (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 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"

                                    -11-



     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 $2.9 million to store occupancy during the
     first two quarters of fiscal 2000 represents the present value of
     accrued interest related to lease obligations.

     (5)  Store occupancy utilization of $18.4 million and facilities
     occupancy of $0.5 million represent lease and other occupancy
     payments made during the 28 week period ended September 9, 2000.

   Based upon current available information, Management evaluated the
   reserve balance of $91.8 million as of September 9, 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.

   As of September 9, 2000, the Company has closed 165 stores, including 34
   stores in the Atlanta, Georgia market and 31 stores in the Richmond,
   Virginia market.

   At September 9, 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:



                                    -12-




   (In thousands)      12 Weeks Ended              28 Weeks Ended
   --------------  -----------------------     ----------------------
                   Sept. 9,      Sept. 11,    Sept. 9,      Sept. 11,
                     2000          1999         2000          1999
                   --------      ---------    --------    ----------
   Sales           $    163      $21,027       $    377     $185,022
                   ========      ========     ========      ========
   Operating Loss  $     (4)     $(4,672)      $    (71)    $(26,131)
                   ========      ========     =========     ========


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.


                                    -13-




Interim information on segments is as follows:

(Dollars in thousands)
                               12 Weeks Ended       28 Weeks Ended
                        ----------------------  ----------------------
                         Sept. 9,    Sept. 11,  Sept. 9,     Sept. 11,
                            2000        1999        2000       1999
                        ---------  -----------  ---------- -----------
Sales
   U.S. Retail         $1,899,170  $1,806,056   $4,385,014  $4,292,967
   Canada Retail          394,362     362,772      920,078     845,873
   Canada Wholesale       146,002     115,552      334,262     259,262
                       ----------  ----------   ----------  ----------
      Total Company    $2,439,534  $2,284,380   $5,639,354  $5,398,102
                       ==========  ==========   ==========  ==========

Depreciation and
  amortization
   U.S. Retail         $    51,281  $  46,114   $  118,387  $  108,021
   Canada Retail             7,522      6,222       17,064      14,281
   Canada Wholesale              -          -            -           -
                       -----------  ---------   ----------  ----------
      Total Company    $    58,803  $  52,336   $  135,451  $  122,302
                       ===========  =========   ==========  ==========

Income from operations
   U.S. Retail         $     2,268  $  14,989   $   23,472  $   (3,485)
   Canada Retail             5,812      7,772       16,127      12,614
   Canada Wholesale          4,329      3,607       10,623       7,529
                       -----------  ---------   ----------  ----------
      Total Company    $    12,409  $  26,368   $   50,222  $   16,658
                       ===========  =========   ==========  ==========

(Loss) income before
  income taxes
   U.S. Retail         $   (16,441)  $    411   $  (19,647) $  (38,295)
   Canada Retail             3,500      5,758       10,838       7,851
   Canada Wholesale          4,644      3,850       11,253       8,137
                       -----------   --------   ----------  ----------
      Total Company    $    (8,297)  $ 10,019   $    2,444  $  (22,307)
                       ===========   ========   ==========  ==========

Capital expenditures
   U.S. Retail         $    82,211  $ 139,972   $  202,889  $  228,061
   Canada Retail            17,969     13,785       38,754      28,705
   Canada Wholesale              -          -            -           -
                       -----------  ---------   ----------  ----------
      Total Company    $   100,180  $ 153,757   $  241,643  $  256,766
                       ===========  =========   ==========  ==========




                                    -14-




                                     Sept. 9,     Feb. 26,
                                       2000         2000
                                   ----------   ----------
Total assets
   U.S. Retail                     $ 2,729,587  $2,684,624
   Canada Retail                       547,346     567,573
   Canada Wholesale                     86,093      83,328
                                   -----------  ----------
      Total Company                $ 3,363,026  $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.

   The Company has assessed the likelihood that a loss has been incurred at
   this site as probable and based on findings included in remediation
   reports and discussion with legal counsel, estimate a potential loss at
   September 9, 2000 to be approximately $3 million on an undiscounted
   basis.  During the first quarter of fiscal 2000, $3 million was accrued
   and is currently included in "Other non-current liabilities" in the
   Consolidated Balance Sheets.


9  PROJECT FINANCING AGREEMENT

   During the 28 weeks ended September 9, 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 purchases and
   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 September 9, 2000, IBM Credit has funded $19.2 million for software
   purchases and has leased hardware to the Company with a total fair market
   value of $5.8 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."


                                    -15-





               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 9, 2000
                      --------------------------------
OPERATING RESULTS

Sales  for  the  second  quarter ended September 9,  2000  of  $2.4  billion
increased  $155  million or 6.8% from the prior year second quarter  amount.
The increase is detailed in the following table:

                               Increase/        Increase/
                               (Decrease)       (Decrease)
                                   $                %
                               ----------       ----------
     New stores (45)             $152               6.7%
     Same store sales              35               1.5
     Wholesale sales               29               1.3
     Canadian exchange rate         2               0.1
     Closed stores (59)           (63)             (2.8)
                                 ----              -----
          Total                  $155               6.8%
                                 ====              =====

Average  weekly  sales per supermarket were approximately  $262,400  in  the
second  quarter of fiscal 2000 versus $246,700 for the corresponding  period
of  the  prior  year,  an increase of 6.4%.  Same store sales  for  Canadian
operations increased 3.4% from the prior year and same store sales for  U.S.
operations increased 1.4% from the prior year.

Gross margin as a percent of sales decreased 8 basis points to 28.87% in the
second  quarter of fiscal 2000 from 28.95% for the second quarter of  fiscal
1999.   The  gross  margin dollar increase of $43 million resulted  from  an
increase in sales volume which impacted gross margin by $44 million as  well
as  an  increase  of $1 million in the Canadian exchange rate  offset  by  a
decrease in the gross margin rate which impacted gross margin by $2 million.
The  U.S. operations gross margin increase of $34 million resulted  from  an
increase  of  $28 million due to higher sales volume and an increase  of  $6
million  due  to a higher gross margin rate.  The Canadian operations  gross
margin  increase of $9 million resulted from an increase of $13 million  due
to  higher  sales  volume  and an increase of $1  million  in  the  Canadian
exchange  rate partially offset by a decrease of $5 million due to  a  lower
gross margin rate.

Store  operating,  general  and administrative  ("SG&A")  expense  was  $692
million  for the second quarter of fiscal 2000 compared to $635 million  for
the  corresponding period in the prior year.  As a percentage of sales, SG&A
expense increased from 27.79% in the second quarter of fiscal 1999 to 28.36%

                                    -16-





in the second quarter of fiscal 2000.

The SG&A expense for the second quarter of fiscal 1999 included
approximately $23 million relating 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 28 week periods
ended September 9, 2000.  These expenses consisted of approximately $12
million of non-recurring charges and approximately $11 million of store
operating, general and administrative expense of the stores identified for
closure.

The SG&A expense for the second quarter of fiscal 2000 included
approximately $17 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 27.03% in the second quarter of fiscal 1999 to
27.66% in the second quarter of fiscal 2000.  The increase of 63 basis
points is primarily due to special litigation and severance charges as well
as higher labor and occupancy costs in fiscal 2000.

Interest expense increased $4.2 million or 23.57% 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 second quarter ended September 9, 2000
was $8 million compared to income before income taxes of $10 million for the
comparable period in the prior year for a decrease of $18 million.  The loss
was attributable principally to higher store operating, general and
administrative expense and increased interest expense.

The income tax provision/benefit recorded in the second 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.  The
effective tax rate for the second quarter of fiscal 2000 was 35.2%.






                                    -17-






                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                      28 WEEKS ENDED SEPTEMBER 9, 2000
                      --------------------------------
OPERATING RESULTS

Sales  for  the  28 weeks ended September 9, 2000 of $5.6 billion  increased
$241  million or 4.5% from the prior year.  The increase is detailed in  the
following table:

                               Increase/        Increase/
                               (Decrease)       (Decrease)
                                   $                %
                               ----------       ----------
     New stores (53)             $337               6.2%
     Same store sales             101               1.9
     Wholesale sales               73               1.4
     Canadian exchange rate         8               0.1
     Closed stores (147)         (278)             (5.1)
                                 ----              -----
          Total                  $241               4.5%
                                 ====              =====


Average weekly sales per supermarket were approximately $259,700 for the  28
week  period of fiscal 2000 versus $238,600 for the corresponding period  of
the  prior  year,  an  increase  of 8.8%.  Same  store  sales  for  Canadian
operations increased 3.9% from the prior year and same store sales for  U.S.
operations increased 1.8% from the prior year.

Gross  margin as a percent of sales increased 39 basis points to 28.79%  for
the  28  week  period of fiscal 2000 from 28.40% for the 28 week  period  of
fiscal 1999.  Margins were negatively impacted during the 28 week period  of
fiscal  1999  due  to accelerated inventory markdowns in  stores  that  were
identified  for closure under GR I recorded in the first quarter  of  fiscal
1999.   The  gross  margin dollar increase of $91 million resulted  from  an
increase  in  the  gross  margin rate which impacted  gross  margin  by  $23
million,  an  increase in sales volume which impacted gross  margin  by  $66
million as well as an increase of $2 million in the Canadian exchange  rate.
The  U.S. operations gross margin increase of $67 million resulted  from  an
increase  of  $39 million due to a higher gross margin rate and $28  million
due  to  higher sales volume.  The Canadian operations gross margin increase
of  $24 million resulted from an increase of $32 million due to higher sales
volume and an increase of $2 million in the Canadian exchange rate partially
offset by a decrease of $10 million due to a lower gross margin rate.

SG&A  expense  was  $1.6 billion for the 28 weeks ended  September  9,  2000
compared to $1.5 billion for the corresponding period in the prior year.  As
a  percentage of sales, SG&A expense decreased from 28.09% in fiscal 1999 to
27.90% in fiscal 2000.




                                    -18-






The SG&A expense for the 28 week period of fiscal 1999 included
approximately $106 million relating to GR I, including approximately $45
million of non-recurring charges and approximately $61 million of store
operating, general and administrative expense of the stores identified for
closure.

The SG&A expense for the 28 week period of fiscal 2000 included
approximately $34 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 $3 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 26.84% for the 28 week period of fiscal 1999 to 27.30% for
the 28 week period of fiscal 2000.  The increase of 46 basis points is
primarily due to special litigation and severance charges as well as higher
labor and occupancy costs in fiscal 2000.

Interest expense increased $8.8 million or 20.7% 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.

Income before income taxes for the 28 week period ended September 9, 2000
was $2 million compared to a loss before income taxes of $22 million for the
comparable period in the prior year, an increase of $24 million.  The income
is attributable principally to a higher gross margin rate, partially offset
by the increases in store operating, general and administrative expense and
interest expense.


LIQUIDITY AND CAPITAL RESOURCES

The Company ended the second quarter with working capital of $32 million
compared to $98 million at the beginning of the fiscal year.  The Company
had cash and short-term investments aggregating $96 million at the end of
the second quarter of fiscal 2000 compared to $125 million as of fiscal 1999
year end.  There were no short-term investments at September 9, 2000.  Short-
term investments were approximately $27 million at February 26, 2000.  The
decrease in working capital is attributable primarily to decreases in cash
and short-term investments and accounts receivable.

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.

                                    -19-





The Company has an unsecured five year $499 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 September 9, 2000, the Credit
Agreement was comprised of the U.S. credit agreement amounting to $465
million and the Canadian credit agreement amounting to C$50 million (U.S.
$34 million).  As of September 9, 2000, the Company had $105 million of
borrowings under the Credit Agreement.  Accordingly, as of September 9,
2000, the Company had $394 million available under the Credit Agreement.
Borrowings under the agreement bears interest at the weighted average rate
of 7.13% as of September 9, 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 $160 million.  As
of September 9, 2000, the Company had $45 million outstanding and $115
million available in uncommitted lines of credit.

As described in Footnote 9 of the Company's Consolidated Financial
Statements for the 12 and 28 week periods ended September 9, 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 September
9, 2000, IBM Credit has funded $19.2 million for software purchases and has
leased hardware to the Company with a total fair market value of $5.8
million.

The Company's Canadian subsidiary, The Great Atlantic & Pacific Company of
Canada, Limited, has outstanding $75 million of 5 year Notes denominated in
U.S. dollars that are due on November 1, 2000.  These Notes, along with
borrowings under the credit agreement and uncommitted lines of credit have
been classified as long-term debt based on Management's intent and ability,
through the use of the Credit Agreement, to refinance such Notes and bank
borrowings on a long-term basis.

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 September 9, 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 September 9, 2000.

The Company's existing senior debt rating was Ba1 with negative implications
with Moody's Investors Service and BB stable with Standard & Poor's Ratings
Group as of September 9, 2000.  On September 7, 2000, Standard & Poor's
Ratings Group lowered its rating on the Company's debt to BB stable.  This
rating change raises the cost of borrowing under the Credit Agreement by 20
basis points on the borrowed amount and 5 basis points on the entire

                                    -20-




commitment.  This change as well as future rating changes could affect the
availability and cost of financing to the Company.

For the 28 weeks ended September 9, 2000, capital expenditures totaled $242
million, which included 25 new stores and 35 remodels and enlargements.
Capital expenditures are expected to continue at a similar rate over the
remainder of the year.

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.  The Company is also
considering real estate lease financing to supplement its cash resources.


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 $775 million in notes as of September 9,
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 September 9, 2000, a
1% change in LIBOR would result in interest expense fluctuating approximately
$1.5 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 28 week periods ended
September 9, 2000, a change in the Canadian currency of 10% would have
resulted in a fluctuation in net income of $0.4 million and $1.2 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.

The Company entered into a five year cross-currency swap agreement to hedge
five year notes in Canada that are denominated in U.S. dollars.  The Company
does not have any currency risk regarding the Canadian five year notes.  The
Company is exposed to currency risk in the event of default by the
counterparty.  Such default is remote, as the counterparty is a widely
recognized investment banker.  The fair value of the cross-currency swap
agreement was favorable to the Company by approximately $6.9 million and $4.6

                                    -21-




million as of September 9, 2000 and February 26, 2000, respectively.  A 10%
change in Canadian exchange rates would have resulted in the fair value
fluctuating approximately $6.8 million at September 9, 2000.


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.




                                    -22-





               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

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

Item 1.  Legal Proceedings
         -----------------
         A  Georgia appellate court ruled against the Company's appeal of  a
         $4 million verdict in the Capital Graphics Advertising Agency, Inc.
         case.   Subsequent thereto, the Company has satisfied the judgement
         in full.

         The  United States Circuit Court of Appeals for the Seventh Circuit
         ruled  in the Shirley A. Lang case, in favor of the Company,  which
         had  previously  won  a  unanimous jury verdict.   The  plaintiffs'
         petition to the Court for rehearing has been denied.


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
         -----------------
         Effective  August  26,  2000,  Mr. George  Graham,  Executive  Vice
         President  and Chief Merchandising Officer, was no longer  employed
         by the Company.

         Effective  July  14, 2000, Mr. Michael J. Larkin, Senior  Executive
         Vice  President and Chief Operating Officer, was no longer employed
         by the Company.


Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
         (a)  Exhibits required by Item 601 of Regulation S-K

              Management Termination Agreement - Exhibit 10

         (b)  Reports on Form 8-K

              None



                                    -23-




               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 24, 2000    By:        /s/ Kenneth A. Uhl
                             ---------------------------------------
                               Kenneth A. Uhl, Vice President and
                                Controller (Chief Accounting Officer)




                                    -24-