Conformed Copy
                                      
                                      
                                  FORM 10-Q
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                      
              Quarterly Report Pursuant to Section 13 or 15(d)
                                      
                   of the Securities Exchange Act of 1934
                                      
For Quarter Ended November 29, 1997         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 November 29, 1997
            -----                  --------------------------------

Common stock - $1 par value                 38,250,966 shares
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                       PART I.  FINANCIAL INFORMATION
                                      
ITEM 1.  FINANCIAL STATEMENTS

          STATEMENTS OF CONSOLIDATED OPERATIONS & RETAINED EARNINGS
                (Dollars in thousands, except share amounts)
                                 (Unaudited)
                                      
                                12 Weeks Ended            40 Weeks Ended
                            November 29, November 30,November 29, November 30,
                               1997         1996        1997         1996
                            -----------  ----------- ----------- ------------

Sales                        $2,318,821  $2,318,762   $7,759,107  $7,741,303
Cost of merchandise sold     (1,655,094) (1,650,098)  (5,537,697) (5,513,504)
                             ----------  ----------   ----------  ----------
Gross margin                    663,727     668,664    2,221,410   2,227,799
Store operating, general and
 administrative expense        (632,974)   (634,266)  (2,099,011) (2,106,105)
                             ----------  ----------   ----------  ----------
Income from operations           30,753      34,398      122,399     121,694
Interest expense, net           (17,144)    (16,557)     (56,185)    (52,804)
                             ----------  ----------   ----------  ----------
Income before income taxes       13,609      17,841       66,214      68,890
Provision for income taxes       (2,375)     (3,750)     (15,986)    (18,926)
                             ----------  ----------   ----------  ----------
Income before extraordinary
 item                            11,234      14,091       50,228      49,964

Extraordinary loss on early
 extinguishment of debt
 (net of income tax benefit
 of $394)                             -           -        (544)           -
                             ----------  ----------   ----------  ----------
Net Income                       11,234      14,091       49,684      49,964

Retained earnings at
  beginning of period           478,568     414,431      447,768     382,380
Cash dividends                   (3,825)     (1,911)     (11,475)     (5,733)
                             ----------  ----------   ----------  ----------
Retained earnings at
  end of period              $  485,977  $  426,611   $  485,977  $  426,611
                             ==========  ==========   ==========  ==========

Earnings per share:
 Income before extra-
   ordinary item             $      .29  $      .37   $     1.31  $     1.31

Extraordinary loss on early
  extinguishment of debt            .00         .00         (.01)        .00
                             ----------  ----------   ----------  ----------
Net Income                   $      .29  $      .37   $     1.30  $     1.31
                             ==========  ==========   ==========  ==========

Cash dividends               $      .10  $      .05   $      .30  $      .15
                             ==========  ==========   ==========  ==========

Weighted average number of
  common and common
  equivalent shares
  outstanding                38,337,104  38,267,453   38,259,069  38,278,049
                             ==========  ==========   ==========  ==========

                                      
                  See Notes to Quarterly Report on Page 5.
                                      
                                    - 1 -
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                         CONSOLIDATED BALANCE SHEETS
                         ---------------------------
                                      
                           (Dollars in thousands)
                                      
                                         Nov. 29, 1997      Feb. 22, 1997
                                         -------------      -------------
                                           (Unaudited)
ASSETS
------
  Current assets:
   Cash and short-term investments         $  172,498         $   98,830
   Accounts receivable                        242,943            213,888
   Inventories                                936,576            881,288
   Prepaid expenses and other assets           36,176             37,373
                                           ----------         ----------
     Total current assets                   1,388,193          1,231,379
                                           ----------         ----------

  Property:
   Property owned                           1,501,225          1,486,504
   Property leased                             93,964            103,474
                                           ----------          ---------
     Property-net                           1,595,189          1,589,978
  Other assets                                177,131            181,315
                                           ----------         ----------
  Total Assets                             $3,160,513         $3,002,672
                                           ==========         ==========















                  See Notes to Quarterly Report on Page 5.
                                      
                                      
                                      
                                      

                                     -2-

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

                                         Nov. 29, 1997     Feb. 22, 1997
                                         --------------    -------------
                                           (Unaudited)
LIABILITIES & SHAREHOLDERS' EQUITY
----------------------------------
  Current liabilities:
   Current portion of long-term debt       $    5,380       $   18,290
   Current portion of obligations under
     capital leases                            12,658           12,708
   Accounts payable                           488,631          468,808
   Book overdrafts                            192,974          182,305
   Accrued salaries, wages and benefits       139,389          146,737
   Accrued taxes                               60,630           52,269
   Other accruals                             126,516          134,888
                                           ----------       ----------
     Total current liabilities              1,026,178        1,016,005
                                           ----------       ----------

  Long-term debt                              813,216          701,609
                                           ----------       ----------
  Obligations under capital leases            126,122          137,886
                                           ----------       ----------
  Deferred income taxes                       118,758          113,188
                                           ----------       ----------
  Other non-current liabilities               154,053          143,912
                                           ----------       ----------
  Commitments & contingencies
  Shareholders' equity:
   Preferred stock--no par value;
     authorized--3,000,000 shares;
     issued--none                                   -                -
   Common stock--$1 par value; authorized--
     80,000,000 shares; issued and
       outstanding
     38,250,966 and 38,247,716,
       respectively                            38,251           38,247
   Capital surplus                            453,840          453,751
   Cumulative translation adjustment          (55,882)         (49,694)
   Retained earnings                          485,977          447,768
                                           ----------       ----------
   Total shareholders' equity                 922,186          890,072
                                           ----------       ----------
   Total liabilities and shareholders'
     equity                                $3,160,513       $3,002,672
                                           ==========       ==========
                  See Notes to Quarterly Report on Page 5.
                                      
                                     -3-
                THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Dollars in thousands)
                                 (Unaudited)
                                                        40 Weeks Ended

                                              Nov. 29,1997     Nov. 30, 1996
                                              ------------     -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                   $  49,684          $  49,964
  Adjustments to reconcile net income
  to cash provided by operating activities:
    Depreciation and amortization                179,165            176,737
    Deferred income tax provision (benefit)        7,047             (9,115)
    (Gain) loss on disposal of owned property     (7,666)               908
    Increase in receivables                      (24,853)              (574)
    Increase in inventories                      (60,826)           (82,508)
    (Increase) decrease in prepaid expenses
      and other current assets                      (575)             4,721
    Increase in other assets                      (5,872)           (27,583)
    Increase in accounts payable                  23,113             21,283
    Increase (decrease) in accrued salaries,
      wages and benefits                          (6,229)             7,579
    Increase (decrease) in accrued taxes           8,556             (4,944)
    Increase (decrease) in other accruals
      and other liabilities                        8,956            (16,817)
    Other operating activities, net               (1,525)              (613)
                                               ---------          ---------
Net cash provided by operating activities        168,975            119,038
                                               ---------          ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for property                     (204,104)          (229,154)
  Proceeds from disposal of property              17,840             12,242
                                               ---------          ---------
Net cash used in investing activities           (186,264)          (216,912)
                                               ---------          ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in short-term debt                     (38,000)            46,000
  Proceeds under revolving lines of credit       647,148            341,392
  Payments on revolving lines of credit         (781,296)          (326,011)
  Proceeds from long-term borrowings             301,309              4,978
  Payments on long-term borrowings               (26,286)            (3,945)
  Increase in book overdrafts                     13,177             69,147
  Principal payments on capital leases            (9,522)           (10,068)
  Deferred financing fees                         (2,532)                 -
  Cash dividends                                 (11,475)            (5,733)
  Proceeds from stock options exercised               93                 40
                                               ---------          ---------
Net cash provided by financing activities         92,616            115,800
                                               ---------          ---------
Effect of exchange rate changes on
  cash and short-term investments                 (1,659)               328
                                               ---------          ---------
NET INCREASE IN CASH AND
   SHORT-TERM INVESTMENTS                         73,668             18,254

Cash and Short-Term Investments
  at Beginning of Period                          98,830             99,772
                                               ---------          ---------
CASH AND SHORT-TERM INVESTMENTS
  AT END OF PERIOD                             $ 172,498          $ 118,026
                                               =========          =========
                                      
                  See Notes to Quarterly Report on Page 5.
                                      
                                      
                                      
                                      
                                     -4-
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                          NOTES TO QUARTERLY REPORT
                          -------------------------

1) BASIS OF PRESENTATION

   The consolidated financial statements for the 40 weeks ended November 29,
   1997  and  November  30,  1996  are unaudited,  and  in  the  opinion  of
   management,  all  adjustments necessary for a fair presentation  of  such
   financial statements have been included.  Such adjustments consisted only
   of   normal   recurring  items.   Interim  results  are  not  necessarily
   indicative of results for a full year.

   The consolidated financial statements include the accounts of the Company
   and all majority-owned subsidiaries.

   This  Form  10-Q  should  be  read  in  conjunction  with  the  Company's
   consolidated financial statements and notes incorporated by reference  in
   the 1996 Annual Report on Form 10-K.

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


2) INCOME TAXES

   The income tax provisions recorded for the 40 week period ended in fiscal
   years  1997 and 1996 reflect the Company's estimated expected annual  tax
   rates applied to their respective domestic and foreign financial results.
   For  the  40 week period ended in fiscal years 1997 and 1996, the  income
   tax  provisions mainly reflect the taxes on U.S. income, as the  Canadian
   income tax expense is principally offset by the reversal of its valuation
   allowance. During the 40 week period ended in fiscal years 1997 and 1996,
   the  Canadian operations generated pretax earnings and reversed a portion
   of  the  valuation  allowance  to the extent  of  such  pretax  earnings.
   Although  Canada  generated pretax earnings, the  Company  is  unable  to
   conclude  that the Canadian deferred tax assets are more likely than  not
   to  be  realized.   Accordingly, at November  29,  1997  the  Company  is
   continuing  to  fully reserve its Canadian net deferred tax  assets.  The
   valuation  allowance  will be adjusted when and if,  in  the  opinion  of
   management, significant positive evidence exists which indicates that  it
   is  more  likely  than not that the Company will be able to  realize  its
   Canadian deferred tax assets.










                                     -5-


3) FOOD BASICS FRANCHISING

   As  of  November  29, 1997, the Company served 52 Food Basics  franchised
   stores.  These franchisees are required to purchase inventory exclusively
   from  the  Company  which acts as a wholesaler to  the  franchisees.   In
   addition, the Company subleases the store and leases the equipment in the
   stores  to  the  franchisees.  The Company also  provides  merchandising,
   advertising,   accounting  and  other  consultative   services   to   the
   franchisees  for which it receives a nominal fee which mainly  represents
   the reimbursement of costs incurred to provide such services.

   Included  in the financial statements are notes receivable and  equipment
   leases  relating  to  the Food Basics franchising business  amounting  to
   approximately  $38.5 million and $42.7 million, net of an  allowance  for
   doubtful  accounts,  at  November  29,  1997  and   February  22,   1997,
   respectively.  The notes receivables are collateralized by the  inventory
   in  the stores while the equipment lease receivable is collateralized  by
   the  equipment in the stores.  The current portion of the receivables  of
   $1  million and $2.4 million is recorded in accounts receivable while the
   non-current  portion of $37.5 million and $40.3 million  is  recorded  in
   other assets at November 29, 1997 and February 22, 1997, respectively.

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


4) EXTRAORDINARY ITEM

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


5) DEBT

   On  April  15, 1997, the Company issued $300 million 7.75% 10 year  Notes
   due  April  15, 2007.  The Company used the net proceeds to  reduce  bank
   borrowings  under  the  U.S.  and Canadian revolving  credit  facilities,
   prepay other indebtedness and for general corporate purposes.

   On June 12, 1997, the Company offered to exchange its 7.75% 10 year Notes
   due  April 15, 2007, which were registered under the Securities Act,  for
   outstanding 7.75% 10 year Notes due April 15, 2007, which had not been so
   registered.   The  exchange  offer expired on  July  10,  1997  with  all
   outstanding unregistered 10 year Notes being exchanged for registered  10
   year Notes.
                                     -6-
   On  June  10,  1997,  the Company executed an unsecured  five  year  $465
   million  U.S.  credit  agreement and a five year  C$50  million  Canadian
   credit agreement (the "1997 Credit Agreement") with a syndicate of banks,
   enabling  it to borrow funds on a revolving basis sufficient to refinance
   short-term  borrowings.  This 1997 Credit Agreement replaced  a  previous
   five  year  $400  million U.S. revolving credit  agreement  and  a  C$100
   million  revolving credit agreement dated December 12,  1995.   The  1997
   Credit  Agreement  resulted  in  the  Company  obtaining  lower  cost  of
   borrowing, reduced facility fees, and extended the maturity to June 2002.
   The  Company  currently intends to borrow up to $200 million against  the
   1997 Credit Agreement in order to repay at maturity $200 million in bonds
   due on January 15, 1998.

   The  Company has a cross-currency swap relating to the $75 million  7.78%
   notes  due November 1, 2000.  The cross-currency swap enables the Company
   to  pay  in  Canadian  dollars a fixed rate of interest  of  9.23%  on  a
   notional  amount  of  C$100  million for  the  $75  million  7.78%  notes
   denominated  in  U.S.  dollars.  The cost of the cross-currency  swap  of
   1.45%  is charged to interest expense.  The incremental interest  expense
   due  to  the counterparty is paid in exchange for protection against  the
   effect  of  a decrease in Canadian exchange rates on both the semi-annual
   interest  payments and the final principal payment due to  the  Company's
   U.S.  bondholders.   Consequently,  the  Company  records  an  asset   or
   liability  to  the extent that an eventual transaction gain  or  loss  is
   expected to be recorded upon the settlement of the notional amount of the
   underlying  debt.  Accordingly, the Company has recorded in other  assets
   the  receivable due from the counterparty amounting to approximately $4.5
   million and $1.4 million, as of November 29, 1997 and February 22,  1997,
   respectively.

   On  April  15,  1997, the Company's Canadian subsidiary entered  into  an
   interest  rate  swap agreement with a notional amount  of  C$100  million
   where  the Company receives a fixed rate of interest and pays a  variable
   rate of interest.


6) NEW ACCOUNTING PRONOUNCEMENT

   In  February  1997,  the  Financial Accounting Standards  Board  ("FASB")
   issued  Statement  of  Financial Accounting Standards  ("SFAS")  No.  128
   "Earnings Per Share" ("SFAS 128").  SFAS 128 replaces the presentation of
   primary earnings per share ("EPS") with a presentation of basic EPS.  The
   Company will adopt SFAS 128 during the fourth quarter of fiscal 1997  and
   believes  that  the  computation  of basic  EPS  will  not  result  in  a
   difference from primary EPS as currently computed.








                                     -7-


   In  addition,  in June 1997 the FASB issued SFAS No. 129  "Disclosure  of
   Information  about  Capital  Structure"  ("SFAS  129"),  SFAS   No.   130
   "Reporting   Comprehensive  Income"  ("SFAS  130")  and  SFAS   No.   131
   "Disclosure  about  Segments of an Enterprise  and  Related  Information"
   ("SFAS  131").  The Company has determined that SFAS 129 will not require
   any  changes to the financial statements.  SFAS 130 relates to the change
   in  the  equity of a business during a reporting period from transactions
   of  the  business.   The  Company currently intends  to  adopt  this  new
   accounting standard effective in the first quarter of fiscal 1998.    The
   expected  impact in the adoption of SFAS 130 is not readily  determinable
   as  the  impact  is  predicated on the future  changes  in  the  Canadian
   exchange rate.  SFAS 131 supersedes SFAS No. 14 "Financial Reporting  for
   Segments of a Business Enterprise".  SFAS 131 provides for the disclosure
   of  financial  information disaggregated by the way management  organizes
   the  segments of the enterprise for making operating decisions.  SFAS 131
   will  impact the financial statements to the extent that it is  necessary
   to  provide  additional  disclosure about the  Company's  segments.   The
   Company will adopt SFAS 131 in fiscal 1998.




                                     -8-

                                      
               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 NOVEMBER 29, 1997
                      --------------------------------

OPERATING RESULTS

Sales for the third quarter ended November 29, 1997 of $2.3 billion remained
flat  from  the prior year third quarter.  The opening of 23 stores  in  new
market areas since the third quarter of fiscal 1996 added approximately  $76
million  or 3.2% to sales in the third quarter of fiscal 1997.  In addition,
wholesale  sales to the Food Basics franchised stores increased $19  million
or  31% to $80 million for the 12 week period ended November 29, 1997, which
increased total Company sales by 0.8%.  These increases were offset  by  the
closure  of 61 stores, excluding replacement stores, since the beginning  of
the third quarter of fiscal 1996, of which 11 have been sold in the Carolina
market,  which reduced total sales by approximately $54 million or  2.3%  in
the  third  quarter  of fiscal 1997.  In addition, same store  sales  ("same
store sales" referred to herein includes replacement stores) decreased  1.3%
or $33 million from the same period last year.

Average  weekly  sales  per supermarket were approximately  $200,100  versus
$195,600 for the corresponding period of the prior year for a 2.3% increase.
Same  store sales for Canadian operations increased 1.7% from the prior year
while  same  store sales for U.S. operations declined 1.9%  from  the  prior
year.

Gross  margin  as a percent of sales decreased .22% to 28.62% in  the  third
quarter  of  fiscal 1997 from 28.84% for the third quarter of  fiscal  1996,
resulting  primarily  from the higher volume of the lower  margin  wholesale
sales  to  the  Food Basics franchised stores.  The wholesale sales  to  the
franchised  stores  represented 3.4% of total Company  sales  in  the  third
quarter of 1997 as opposed to only 2.6% of total Company sales in the  prior
year  third  quarter.  Excluding the effect of the wholesale  sales  to  the
franchised stores, the gross margin percentage increased .03% from the prior
year to 29.55%.  The gross margin dollar decrease of $5 million is primarily
the  result  of a decrease in gross margin rates of $6 million and  a  lower
Canadian  exchange  rate  which decreased margin by  $4  million,  partially
offset  by  an  increase in sales volume which had an impact  of  increasing
margin  by $5 million.  The U.S. gross margin decreased $5 million primarily
as  a result of a decrease in sales volume which had an impact of decreasing
margin.

Store  operating, general, and administrative expense as a percent of  sales
decreased  .05% to 27.30% from 27.35% for the corresponding  period  in  the
prior  year resulting primarily from the effect of the Food Basics franchise
business  coupled  with  a  gain on the sale of a  non-operating  warehouse.
These  decreases  were partially offset by an increase in  store  labor  and
occupancy costs in the U.S.
                                     -9-
Net  interest  expense  increased  $0.6  million  from  the  previous  year,
primarily  due to an increase in average debt of approximately $38  million.
The  increase  in interest expense was partially offset by  an  increase  in
interest  income  of $1.1 million from the prior year third  quarter.   This
increase  was  the result of higher interest income on the equipment  leases
relating to the Food Basics franchise business and higher interest income on
short-term investments.



                                    -10-

                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                      

Income before income taxes for the third quarter ended November 29, 1997 was
$13.6  million  compared to $17.8 million for the comparable period  in  the
prior  year  for  a  decrease of approximately $4.2  million  or  24%.   The
decrease  is  mainly the result of lower gross margin of  $4.9  million  and
higher net interest expense of $0.6 million, partially offset by lower store
operating, general and administrative expenses of $1.3 million.

The income tax provisions recorded in the third quarter of fiscal years 1997
and  1996 reflect the Company's estimated expected annual tax rates  applied
to  their  respective domestic and foreign financial results.  The effective
tax  rate for the third quarter of fiscal 1997 was 17.5% versus an effective
tax rate of 21.0% for the third quarter of fiscal 1996.  The decrease in the
effective  tax  rate is the result of the higher earnings  provided  by  the
Canadian  operations. The third quarter 1997 and 1996 income tax  provisions
mainly  reflect the taxes on U.S. income, as the Canadian income tax expense
is  principally offset by the reversal of its deferred tax asset   valuation
allowance.   During the third quarter of fiscal 1997 and 1996  the  Canadian
operations generated pretax earnings and reversed a portion of the valuation
allowance  to the extent of such pretax earnings.  Although Canada generated
pretax  earnings,  the  Company  is unable to  conclude  that  the  Canadian
deferred  tax  assets are more likely than not to be realized.  Accordingly,
at  November  29,  1997,  the Company is continuing  to  fully  reserve  its
Canadian  net deferred tax assets. The valuation allowance will be  adjusted
when  and  if,  in the opinion of management, significant positive  evidence
exists which indicates that it is more likely than not that the Company will
be able to realize its Canadian deferred tax assets.
                   
                                      
                                      
                                      
                                      
                                
                                     -11-
                                      
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                      40 WEEKS ENDED NOVEMBER 29, 1997
                      --------------------------------

OPERATING RESULTS

Sales for the 40 weeks ended November 29, 1997 of $7.8 billion increased $18
million or 0.2% from the prior year.  Contributing to this increase  is  the
opening of 33 stores in new market areas since the beginning of fiscal  1996
which  added  approximately $222 million or 2.9% to sales  in  the  40  week
period  of  fiscal 1997.  In addition, wholesale sales to  the  Food  Basics
franchised stores increased $115 million or 84% to $252 million for  the  40
week period ended November 29, 1997, which increased total Company sales  by
1.5%.   These increases were partially offset by the closure of 107  stores,
excluding replacement stores, since the beginning of fiscal 1996,  of  which
11  have  been  sold in the Carolina market, which reduced  total  sales  by
approximately $179 million or 2.3% in the 40 week period of fiscal 1997.  In
addition,  same  store sales decreased 1.8% or $133 million  from  the  same
period last year.

Average  weekly  sales  per supermarket were approximately  $198,800  versus
$194,500 for the corresponding period of the prior year for a 2.2% increase.
Same  store sales for U.S. operations declined 2.0% from the prior year  and
Canadian operations same store sales decreased 0.4% from the prior year.

Gross margin as a percent of sales decreased .15% to 28.63% from 28.78%  for
the  prior  year  resulting primarily from the higher volume  of  the  lower
margin  wholesale  sales  to  the Food Basics franchised  stores,  partially
offset  by  an  increase in the retail supermarket margin in the  U.S.   The
wholesale  sales to the franchised stores represented 3.2% of total  Company
sales for the first three quarters of fiscal 1997 as opposed to only 1.8% of
total  Company  sales  in  the  prior year.  Excluding  the  effect  of  the
wholesale  sales  to  the  franchised stores, the  gross  margin  percentage
increased  .28%  from  the prior year to 29.52%.  The  gross  margin  dollar
decrease  of  $6 million is primarily the result of the increased  wholesale
sales  which  have a lower margin than the retail sales.  The  lower  margin
wholesale sales resulted in a decrease in gross margin rates of $13  million
which  was  offset  by  the wholesale sales volume increase  which  impacted
margins  by  $13  million.   A  lower Canadian  exchange  rate  resulted  in
decreasing  margin  by  $6  million.  The Canadian operations  gross  margin
decreased $17 million which was primarily the result of the wholesale  sales
increase  from the prior year.  The U.S. gross margin increased $11  million
principally as a result of an increase in gross margin rates of $25  million
partially  offset  by  a decrease in sales volume which  had  an  impact  of
decreasing margin by $14 million.

Store  operating, general and administrative expense as a percent  of  sales
decreased  .16% to 27.05% from 27.21% for the prior year resulting primarily
from the Food Basics franchise business which decreased expenses while sales
increased  $115 million.  This decrease was partially offset by an  increase
in store labor and occupancy costs in the U.S.



                                    -12-

Net  interest  expense  increased  $3.4  million  from  the  previous  year,
primarily  due to an increase in average debt of approximately $71  million.
The  increase  in interest expense was partially offset by  an  increase  in
interest  income of $3.7 million from the corresponding period of the  prior
year.   This  increase  was  the result of higher  interest  income  on  the
equipment  leases relating to the Food Basics franchise business and  higher
interest income on short-term investments.

Income  before income taxes for the 40 week period ended November  29,  1997
was $66.2 million compared to $68.9 million for the comparable period of the
prior  year  for  a  decrease of approximately $2.7 million  or  3.9%.   The
decrease  is  mainly the result of lower gross margin of  $6.4  million  and
higher net interest expense of $3.4 million, partially offset by lower store
operating, general and administrative expenses of $7.1 million.

The  income  tax provisions recorded for the 40 week period of fiscal  years
1997  and  1996  reflect the Company's estimated expected annual  tax  rates
applied  to  their respective domestic and foreign financial  results.   The
effective tax rate for the 40 week period ended November 29, 1997 was  24.1%
versus  an effective tax rate of 27.5% for the corresponding period  of  the
prior  year.  The decrease in the effective tax rate is the result of higher
earnings  provided by the Canadian operations.  The first, second and  third
quarter 1997 and 1996 income tax provisions mainly reflect the taxes on U.S.
income,  as  the Canadian income tax expense is principally  offset  by  the
reversal  of its deferred tax asset valuation allowance.  During the  first,
second  and  third quarters of fiscal 1997 and 1996 the Canadian  operations
generated  pretax earnings and reversed a portion of the valuation allowance
to  the  extent  of such pretax earnings.  Although Canada generated  pretax
earnings,  the Company is unable to conclude that the Canadian deferred  tax
assets  are  more likely than not to be realized.  Accordingly, at  November
29,  1997,  the  Company  is continuing to fully reserve  its  Canadian  net
deferred tax assets.  The valuation allowance will be adjusted when and  if,
in  the  opinion of management, significant positive evidence  exists  which
indicates that it is more likely than not that the Company will be  able  to
realize its Canadian deferred tax assets.


LIQUIDITY AND CAPITAL RESOURCES

The  Company  ended the third quarter with working capital of  $362  million
compared  to $215 million at the beginning of the fiscal year.  The  Company
had  cash and short-term investments aggregating $172 million at the end  of
the  third quarter of fiscal 1997 compared to $99 million as of fiscal  1996
year  end.  Short-term investments were approximately $42 million  and  $0.1
million  at November 29, 1997 and February 22, 1997, respectively, and  were
primarily invested in commercial paper.

On  April 15, 1997, the Company issued $300 million 7.75% 10 year Notes  due
April 15, 2007.  The Company used the net proceeds to reduce bank borrowings
under  the  U.S.  and  Canadian revolving credit  facilities,  prepay  other
indebtedness and for general corporate purposes.


                                    -13-


On  June  12, 1997, the Company offered to exchange its 7.75% 10 year  Notes
due  April  15,  2007, which were registered under the Securities  Act,  for
outstanding  7.75% 10 year Notes due April 15, 2007, which had not  been  so
registered.   The  exchange  offer  expired  on  July  10,  1997  with   all
outstanding  unregistered 10 year Notes being exchanged  for  registered  10
year Notes.

On  June  10, 1997, the Company executed an unsecured five year $465 million
U.S. credit agreement and a five year C$50 million Canadian credit agreement
(the  "1997  Credit Agreement") with a syndicate of banks,  enabling  it  to
borrow  funds  on  a  revolving  basis sufficient  to  refinance  short-term
borrowings.  This 1997 Credit Agreement replaced a previous five  year  $400
million U.S. revolving credit agreement and a C$100 million revolving credit
agreement  dated December 12, 1995.  The 1997 Credit Agreement  resulted  in
the  Company obtaining lower cost of borrowing, reduced facility  fees,  and
extended the maturity to June 2002.

In  addition  to  the 1997 Credit Agreement, the Company  also  has  various
uncommitted lines of credit with numerous banks.  As of November  29,  1997,
the  Company  had $34 million in borrowings outstanding on the  1997  Credit
Agreement.  Accordingly, as of November 29, 1997, the Company had  available
approximately $469 million on the 1997 Credit Agreement and $30  million  in
uncommitted lines of credit.  The Company currently intends to borrow up  to
$200 million against the 1997 Credit Agreement in order to repay at maturity
$200 million in bonds due on January 15, 1998.

The  Company  has  a cross-currency swap relating to the $75  million  7.78%
notes due November 1, 2000.  The cross-currency swap enables the Company  to
pay  in  Canadian dollars a fixed rate of interest of 9.23%  on  a  notional
amount of C$100 million for the $75 million 7.78% notes denominated in  U.S.
dollars.   The  cost  of  the cross-currency swap of  1.45%  is  charged  to
interest expense.

On  April  15,  1997,  the  Company's Canadian subsidiary  entered  into  an
interest  rate swap agreement with a notional amount of C$100 million  where
the  Company receives a fixed rate of interest and pays a variable  rate  of
interest.

The  Company's  loan  agreements and certain of its  notes  contain  various
financial covenants which require among other things, minimum net worth  and
maximum  levels of indebtedness and lease commitments.  The Company  was  in
compliance with all such covenants as of  November 29, 1997.

On  March 18, 1997, the Board of Directors increased the Company's quarterly
dividend from $0.05 to $0.10 per share which increased the dividend  payment
from  $5.7 million for the 40 weeks ended November 30, 1996 to $11.5 million
for the 40 weeks ended November 29, 1997.

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


                                    -14-

For  the 40 weeks ended November 29, 1997, capital expenditures totaled $204
million,  which  included  30 new stores, 4 new  franchised  stores  and  36
remodels and enlargements.  The Company expects to have capital expenditures
of approximately $90 million for the remainder of fiscal 1997.

These  available  cash resources, together with income from operations,  are
sufficient   for  the  Company's  capital  expenditure  program,   mandatory
scheduled debt repayments and dividend payments for fiscal 1997.






                                    -15-
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                         PART II.  OTHER INFORMATION
                         ---------------------------


Item 1.  Legal Proceedings
         -----------------
         None


Item 2.  Changes in Securities
         ---------------------
         None


Item 3.  Defaults Upon Senior Securities
         -------------------------------
         None


Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------
         None


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


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























                                    -16-
                                      
                                      
               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 12, 1998        By:        /s/ Kenneth A. Uhl
                                ---------------------------------------
                                Kenneth A. Uhl, Vice President and
                                Controller (Chief Accounting Officer)







                                    -17-