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 June 17, 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 June 17, 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)

                                            16 Weeks Ended
                                       June 17,         June 19,
                                         2000             1999
                                      ----------       ----------

Sales                                $ 3,199,820       $3,113,722
Cost of merchandise sold              (2,280,475)      (2,242,133)
                                      ----------       ----------
Gross margin                             919,345          871,589
Store operating, general and
 administrative expense                 (881,532)        (881,299)
                                      ----------       ----------
Income (loss) from operations             37,813           (9,710)
Interest expense                         (28,936)         (24,394)
Interest income                            1,864            1,778
                                      ----------       ----------
Income (loss) before income taxes         10,741          (32,326)
(Provision) benefit for income taxes      (5,157)          12,780
                                      ----------       ----------
Net income (loss)                     $    5,584       $  (19,546)
                                      ==========       ==========
Earnings per share:
  Net income (loss) per share-basic
    and diluted                       $      .15       $     (.51)
                                      ==========       ==========

Weighted average number of
  common shares outstanding           38,347,216       38,319,015

Common stock equivalents                  47,262           94,442
                                      ----------       ----------
Weighted average number of
  common and common equivalent
  shares outstanding                  38,394,478       38,413,457
                                      ==========       ==========





                       See Notes to Quarterly Report.


                                     -1-



               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND
             ---------------------------------------------------
                         COMPREHENSIVE INCOME (LOSS)
                         ---------------------------
                (Dollars in thousands, except 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
                       ------   -------  ------   --------  -------   -------

First Quarter FY 2000
---------------------

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

Net income                                           5,584              5,584

Other Comprehensive
 Income:
  Foreign Currency
    Translation Adjustment                                    (1,279)  (1,279)

  Minimum Pension
    Liability Adjustment                                       2,682    2,682

Forfeiture of Restricted
 Stock Grants              (20)     (631)  441                           (210)

Cash Dividends
 ($.10 per share)                                   (3,835)            (3,835)
                       -------  -------- -----    --------  --------  -------
Balance at end of
 period                $38,347  $456,470 $   -    $413,610  $(59,293) $849,134
                       =======  ======== =====    ========  ========  ========




                                     -2-




First Quarter FY 1999
---------------------

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

Net loss                                           (19,546)           (19,546)

Other Comprehensive
 Income:
  Foreign Currency
    Translation
    Adjustment                                                 3,784    3,784

Exercise of Stock Options
 34,250 shares              34       901                                  935

Cash Dividends
 ($.10 per share)                                   (3,829)            (3,829)
                       -------  -------- ------   --------  --------  --------
Balance at end of
 period                $38,325  $455,872 $    -   $389,659  $(65,255)$818,601
                       =======  ======== ======   ========  ======== ========





Comprehensive Income (Loss)
---------------------------

                            First Quarter       First Quarter
                               FY 2000             FY 1999
                            --------------      -------------
Net income (loss)              $5,584              $(19,546)
 Foreign currency
  translation adjustment       (1,279)                3,784
 Minimum pension liability
  adjustment                    2,682                     -
                               ------              --------
Total Comprehensive
 Income (Loss)                 $6,987              $(15,762)
                               ======              ========



                       See Notes to Quarterly Report.


                                     -3-


               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

                         CONSOLIDATED BALANCE SHEETS
                         ---------------------------
                            (Dollars in thousands)

                                          June 17, 2000    Feb. 26, 2000
                                          -------------    -------------
                                           (Unaudited)
ASSETS
------
  Current assets:
   Cash and short-term investments         $  107,115       $  124,603
   Accounts receivable                        190,153          227,078
   Inventories                                798,890          791,150
   Prepaid expenses and other assets           77,315           80,052
                                           ----------       ----------
     Total current assets                   1,173,473        1,222,883
                                           ----------       ----------

  Property:
   Property owned                           1,845,259        1,789,662
   Property leased                             91,515           94,146
                                           ----------       ----------
     Property-net                           1,936,774        1,883,808
  Other assets                                222,314          228,834
                                           ----------       ----------
  Total Assets                             $3,332,561       $3,335,525
                                           ==========       ==========




                         See Notes Quarterly Report.

                                     -4-





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

                                           June 17, 2000   Feb. 26, 2000
                                           --------------  -------------
                                             (Unaudited)
LIABILITIES & SHAREHOLDERS' EQUITY
----------------------------------

  Current liabilities:
   Current portion of long-term debt       $    3,543       $    2,382
   Current portion of obligations under
     capital leases                            11,436           11,327
   Accounts payable                           560,426          583,142
   Book overdrafts                            133,015          112,465
   Accrued salaries, wages and benefits       148,127          155,649
   Accrued taxes                               62,469           51,611
   Other accruals                             205,364          208,002
                                           ----------       ----------
     Total current liabilities              1,124,380        1,124,578
                                           ----------       ----------

  Long-term debt                              890,420          865,675
                                           ----------       ----------
  Obligations under capital leases            114,315          117,870
                                           ----------       ----------
  Other non-current liabilities               354,312          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       (59,293)         (60,696)
   Retained earnings                          413,610          411,861
                                           ----------       ----------
   Total shareholders' equity                 849,134          846,192
                                           ----------       ----------
   Total liabilities and shareholders'
     equity                                $3,332,561       $3,335,525
                                           ==========       ==========

                       See Notes to Quarterly Report.

                                     -5-



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

                                                       16 Weeks Ended
                                               June 17, 2000   June 19, 1999
                                               --------------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                             $  5,584        $(19,546)
  Adjustments to reconcile net income (loss)
  to cash provided by operating activities:
    Store/Facilities exit charge (reversal)
      and asset write-off                         (3,061)          27,920
    Environmental charge                           3,029                -
    Depreciation and amortization                 76,648           69,966
    Deferred income tax provision (benefit)        3,725          (16,397)
    Gain on disposal of owned property            (1,735)            (144)
    Decrease in receivables                       34,438           31,843
    (Increase) decrease in inventories            (9,386)          62,993
    Decrease in prepaid expenses
      and other current assets                     2,587            1,375
    Decrease (increase) in other assets              526             (791)
    Decrease in accounts payable                 (20,768)         (14,300)
    Decrease in accrued salaries,
      wages and benefits                          (4,172)          (3,460)
    Increase in accrued taxes                      8,672            6,235
    Decrease in other accruals
      and other liabilities                      (25,465)          (3,696)
    Other operating activities, net               (1,296)          (1,875)
                                               ---------        ---------
Net cash provided by operating activities         69,326          140,123
                                               ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for property                     (141,463)        (103,009)
  Proceeds from disposal of property              15,911           58,460
                                               ---------        ---------
Net cash used in investing activities           (125,552)         (44,549)
                                               ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in short-term debt                     (12,900)         (23,100)
  Proceeds under revolving lines of credit        60,000           20,063
  Payments on revolving lines of credit          (30,000)         (67,000)
  Proceeds from long-term borrowings               9,906                -
  Payments on long-term borrowings                (1,093)          (1,615)
  Principal payments on capital leases            (3,392)          (3,588)
  Increase (decrease) in book overdrafts          20,740          (29,234)
  Proceeds from stock options exercised                -              935
  Cash dividends                                  (3,835)          (3,829)
                                               ---------        ---------
Net cash provided by (used in)
  financing activities                            39,426         (107,368)
Effect of exchange rate changes on
  cash and short-term investments                   (688)           1,243
                                               ---------        ---------
NET DECREASE IN CASH AND
   SHORT-TERM INVESTMENTS                        (17,488)         (10,551)

CASH AND SHORT-TERM INVESTMENTS
  AT BEGINNING OF PERIOD                         124,603          136,810
                                               ---------        ---------
CASH AND SHORT-TERM INVESTMENTS
  AT END OF PERIOD                             $ 107,115        $ 126,259
                                               =========        =========

                       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 16 week period ended June
  17, 2000 (first quarter of fiscal 2000) and June 19, 1999 (first quarter
  of fiscal 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 first quarter 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 June 17, 2000, the Company served 62 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 $188 million and $144 million for the
   16 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.

   Included in other assets are franchising business receivables, net of
   allowance for doubtful accounts, amounting to approximately $54.6 million
   and $53.4 million as of June 17, 2000 and February 26, 2000,
   respectively.

   The Company holds as assets inventory notes collateralized by the
   inventory in the stores and equipment lease receivables collateralized by

                                     -7-


   the equipment in the stores.  The current portion of the inventory notes
   and equipment leases, net of allowance for doubtful accounts, amounting
   to approximately $4.9 million and $4.1 million are included in accounts
   receivable at June 17, 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
   applying generally accepted accounting principles to the large number of

                                     -8-

   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.   No  additional
   charges were recorded in the first quarter 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".

   The  Company paid $25 million of the total net severance charges from  the
   time  of  the  original charges through the first 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.
                                    -10-



   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)             1,686          -        -           -      1,686
Utilization (5)        (11,316)         -   (1,847)       (404)   (13,567)
Adjustment (3)               -          -        -      (3,061)    (3,061)
                      ---------  --------  -------     -------   --------
Reserve Balance at
  June 17, 2000       $ 93,823   $      -  $ 5,653     $   102   $ 99,578
                      =========  ========  =======     =======   ========


        (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"
        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

                                    -11-



        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 $1.7 million to store occupancy during the
        first quarter of fiscal 2000 represents the present value of accrued
        interest related to lease obligations.

        (5)  Store occupancy utilization of $11.3 million and facilities
        occupancy of $0.4 million represent lease and other occupancy
        payments made during the first quarter of fiscal 2000.

   Based upon current available information, Management evaluated the
   reserve balance of $99.6 million as of June 17, 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 June 17, 2000, the Company has closed all 34 stores in the Atlanta,
   Georgia market and 131 of the 132 other stores, including all 31 stores
   in the Richmond, Virginia market.  The remaining store is in the process
   of being disposed of.

   At June 17, 2000, $28.2 million of the reserve is included in "Other
   accruals" and $71.4 million 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 and the 34 Atlanta stores which
   the Company has exited.  The operating results of these stores are as
   follows:

   (In thousands)     16 Weeks Ended
   --------------  ----------------------
                   June 17,      June 19,
                     2000          1999
                   --------      --------
   Sales           $    214      $163,995
                   ========      ========
   Operating Loss  $    (67)     $(21,459)
                   ========      ========



                                    -12-



6)   DEFINED BENEFIT PLAN TRANSFER

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

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


7) OPERATING SEGMENTS

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

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

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

Interim information on segments is as follows:

(In thousands)
                                  U.S.          Canada          Total
First Quarter Fiscal 2000        Retail    Retail   Wholesale  Company
-------------------------      ----------  -------- --------- ----------
Sales                          $2,485,844  $525,716  $188,260 $3,199,820
Depreciation and amortization      67,106     9,542         -     76,648
Operating income                   21,204    10,315     6,294     37,813
Interest expense                  (24,424)   (3,675)     (837)   (28,936)
Interest income                        14       698     1,152      1,864
(Loss) income before taxes         (3,206)    7,338     6,609     10,741



                                    -13-




Total assets                    2,710,089   540,558    81,914  3,332,561
Capital expenditures              120,678    20,785         -    141,463

                                  U.S.          Canada          Total
First Quarter Fiscal 1999        Retail    Retail   Wholesale  Company
-------------------------      ----------  -------- --------- ----------
Sales                          $2,486,911  $483,101  $143,710 $3,113,722
Depreciation and amortization      61,907     8,059         -     69,966
Operating (loss) income           (18,474)    4,842     3,922     (9,710)
Interest expense                  (20,265)   (3,554)     (575)   (24,394)
Interest income                        33       805       940      1,778
(Loss) income before taxes        (38,706)    2,093     4,287    (32,326)
Total assets                    2,480,468   506,108    58,603  3,045,179
Capital expenditures               88,089    14,920         -    103,009


8) COMMITMENTS AND CONTINGENCIES

   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
   June 17, 2000 to be approximately $3 million on an undiscounted basis.
   As of June 17, 2000, $3 million had been accrued and is included in
   "Other non-current liabilities" in the Consolidated Balance Sheets.



                                    -14-



               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
                        16 WEEKS ENDED JUNE 17, 2000
                        ----------------------------
OPERATING RESULTS

Sales  for  the first quarter ended June 17, 2000 of $3.2 billion  increased
$86  million or 2.8% from the prior year first quarter amount.  The increase
is  attributable  to  the opening of 44 stores in new  locations,  excluding
replacement  stores,  since  the  beginning  of  fiscal  1999,  which  added
approximately $185 million or 5.9% to sales in the first quarter  of  fiscal
2000.  Wholesale sales to the franchised stores increased $44 million, which
increased  total  Company sales by 1.5%.  Same store sales  also  added  $68
million  ("Same Store Sales" referred to herein include replacement  stores)
to  the net sales increase.  The increase in the Canadian exchange rate also
improved sales by $6 million or 0.2%.  These increases were partially offset
by  the  closure  of  138 stores, excluding replacement  stores,  since  the
beginning of the first quarter of fiscal 1999, which reduced total sales  by
approximately $215 million or 6.9% in the first quarter of fiscal 2000.  The
Company's  Compass Foods Division also experienced a reduction in  sales  of
approximately $2 million.

Average  weekly  sales per supermarket were approximately  $257,300  in  the
first quarter of fiscal 2000 versus $233,000 for the corresponding period of
the  prior year, a 10.4% increase.  Same store sales for Canadian operations
increased  3.7% from the prior year and same store sales for U.S. operations
increased 2.2% from the prior year.

Gross  margin as a percent of sales increased 74 basis points to  28.73%  in
the first quarter of fiscal 2000 from 27.99% for the first quarter of fiscal
1999.   Margins were negatively impacted during the first quarter of  fiscal
1999,  due to accelerated inventory markdowns in stores that were identified
for  closure  under Project Great Renewal and the Atlanta market  exit  ("GR
I").   The  gross  margin dollar increase of $48 million  resulted  from  an
increase  in  the  gross margin rate of $24 million, an  increase  in  sales
volume  of $23 million as well as an increase of $1 million in the  Canadian
exchange  rate.   The U.S. operations gross margin increase of  $32  million
results  primarily  from  an increase in gross margin  rate.   The  Canadian
operations gross margin increase of $16 million results from an increase  of
$19  million  in  sales volume, an increase of $1 million  in  the  Canadian
exchange  rate  partially offset by a decrease of $4 million  in  the  gross
margin rate.

Store operating, general and administrative expense was $882 million for the
16  weeks ended June 17, 2000 compared to $881 million for the corresponding
period in the prior year.  As a percentage of sales, store operating general
and administrative expense decreased from 28.30% in fiscal 1999 to 27.55% in
fiscal 2000.
                                    -15-



The expense for the first quarter of fiscal 1999 includes approximately $83
million relating to GR I, including severance, store closure and
professional fees.

The expense for the first quarter of fiscal 2000 includes approximately $17
million relating to the Company's Great Renewal - Phase II supply chain and
business process initiative.  Such costs include primarily professional
consulting fees and salaries and related benefits of employees working full-
time on the initiative.  Also included in the fiscal 2000 expense is
approximately $3 million of estimated environmental clean up costs for a non-
retail property.  Partially offsetting the fiscal 2000 expenses is 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 non-recurring charges noted above, as a percentage of sales,
store operating, general and administrative expense increased from 26.69% in
the first quarter of fiscal 1999 to 27.02% in the first quarter of fiscal
2000.  The increase of 33 basis points is primarily due to higher labor and
occupancy costs.

Interest expense increased $4.5 million or 18.6% 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 first quarter ended June 17, 2000 was $11
million compared to a loss before income taxes of $32 million for the
comparable period in the prior year for an increase of $43 million.  The
income is attributable principally to a higher gross margin rate, partially
offset by the increase in interest expense.

The income tax provision/benefit recorded in the first quarter of fiscal
years 2000 and 1999 reflects the Company's estimated expected annual tax
rates applied to its respective domestic and foreign financial results.
The effective tax rate for the first quarter of fiscal 2000 was 48%.


LIQUIDITY AND CAPITAL RESOURCES

The Company ended the first quarter with working capital of $49 million
compared to $98 million at the beginning of the fiscal year.  The Company
had cash and short-term investments aggregating $107 million at the end of
the first quarter of fiscal 2000 compared to $125 million as of fiscal 1999
year end.  Short-term investments were approximately $8 million and $27
million at June 17, 2000 and February 26, 2000, respectively.  The decrease
in working capital is attributable primarily to a decrease in accounts
receivable as well as a decrease in cash and short-term investments.

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-


16  stores,  (6  in the United States and 10 in Canada)  and  for  working
capital and general corporate purposes.

The Company has an unsecured five year $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.  The Credit Agreement is comprised of the
U.S. credit agreement amounting to $465 million and the Canadian credit
agreement amounting to C$50 million (U.S. $34 million at June 17, 2000).  As
of June 17, 2000, the Company had $90 million of borrowings under the Credit
Agreement.  Accordingly, as of June 17, 2000, the Company had $409 million
available under the Credit Agreement.  Borrowings under the agreement bears
interest at the weighted average rate of 7.11% as of June 17, 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 June 17, 2000, the Company had $14 million outstanding and $146 million
available in uncommitted lines of credit.

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.  Additionally, the Company has
U.S. bank borrowings of $87 million.  Both the Notes and the U.S. bank
borrowings 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 June 17, 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 June 17, 2000.

The Company's existing senior debt rating was Ba1 with negative implications
with Moody's Investors Service and BBB- on credit watch with negative
implications with Standard & Poor's Ratings Group as of June 17, 2000.
Rating changes could affect the availability and cost of financing to the
Company.

For the 16 weeks ended June 17, 2000, capital expenditures totaled $141
million, which included 14 new stores and 13 remodels and enlargements.
Capital expenditures for the first quarter of fiscal 2000 also included
approximately $10 million of purchased software relating to Great Renewal -
Phase II.  Capital expenditures are expected to continue at a similar rate
over the remainder of the year.

                                    -17-

The Company believes that its current cash resources, including the funds
available under the Credit Agreement, together with cash generated from
operations, will be sufficient for the Company's 2000 Great Renewal - Phase
II and other capital expenditure programs, mandatory scheduled debt
repayments and dividend payments throughout fiscal 2000.  The Company is
also considering real estate lease financing to supplement its current 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 June 17, 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 June 17, 2000, a 1% change
in LIBOR would result in interest expense fluctuating approximately $1
million per year.

Foreign Exchange Risk
The Company is exposed to foreign exchange risk to the extent of adverse
fluctuations in the Canadian dollar.  Based upon historical Canadian currency
movement, the Company does not believe that reasonably possible near-term
change in the Canadian currency of 10% will result in a material effect on
future earnings, 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 $7.2 million and $4.6 million as of
June 17, 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 June 17, 2000.





                                    -18-




YEAR 2000 COMPLIANCE

The Company reviewed the entire range of its operations relating to Year 2000
issues.  Remediation and testing are complete for both information technology
("IT") and non-IT mission critical areas that required attention and
resources in order to be Year 2000 compliant.

The costs incurred to address the Company's Year 2000 issues were
approximately $10 million.

Although the Company has determined that its major vendors are Year 2000
compliant and the Company has not experienced any significant Year 2000
related issues with its vendors to date, there still is risk of possible
failures by vendors to respond to Year 2000 issues.  The Company has a
contingency plan in place to mitigate the potential effects, if any, that may
arise out of such failures.


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.





                                    -19-




               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 judgment 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
         have petitioned the Court for rehearing.


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


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


Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------
         At its annual meeting of Shareholders, held on July 11, 2000, there
         were   35,422,471   shares  or  92.4%  of  the  38,347,216   shares
         outstanding and entitled to vote represented either in person or by
         proxy.

         The  11  Board of Directors nominated to serve for a one-year  term
         were  all  elected, with each receiving an affirmative vote  of  at
         least  92.6% of the shares present.  Deloitte & Touche LLP was  re-
         elected  as the Company's independent auditor by at least 99.8%  of
         the shares present.


Item 5.  Other Information
         -----------------
         Effective July 14, 2000, Mr. Michael Larkin, Senior Executive  Vice
         President - Chief Operating Officer, is no longer employed  by  the
         Company.



                                     -20-





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

              Management Compensation Agreements - Exhibit 10

         (b)  Reports on Form 8-K

              None






                                    -21-


               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: July 31, 2000       By:        /s/ Kenneth A. Uhl
                             ---------------------------------------
                               Kenneth A. Uhl, Vice President and
                                Controller (Chief Accounting Officer)









                                    -22-