THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                                  FORM 10-Q
                                      
                     3RD QUARTER ENDED NOVEMBER 30, 1996
                                      
                                      
                                      
                                      
                                                  Conformed Copy
                                      
                                  FORM 10-Q
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                      
                 Quarterly Report Under Section 13 or 15(d)
                                      
                   of the Securities Exchange Act of 1934
                                      
For Quarter Ended November 30, 1996            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
                                                       ------------

-------------------------------------------------------------------------

Former  name, former address and former fiscal year, if changed  since  last
report.

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 30, 1996
            -----                   ----------------------------------

Common stock - $1 par value                       38,221,716 shares
                                                  Executed Copy
                                      
                                  FORM 10-Q
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                      
                 Quarterly Report Under Section 13 or 15(d)
                                      
                   of the Securities Exchange Act of 1934
                                      
For Quarter Ended November 30, 1996            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
                                                       ------------

-------------------------------------------------------------------------

Former  name, former address and former fiscal year, if changed  since  last
report.

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 30, 1996
            -----                   ---------------------------------

Common stock - $1 par value                       38,221,716 shares
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                       PART I.  FINANCIAL INFORMATION
                                      
ITEM 1.  FINANCIAL STATEMENTS

          STATEMENTS OF CONSOLIDATED OPERATIONS & RETAINED EARNINGS
                (Dollars in thousands, except share amounts)
                                 (Unaudited)
                                      
                               12 Weeks Ended             40 Weeks Ended
                            November 30,  December 2 November 30, December 2,
                               1996          1995       1996        1995
                            -----------  ----------- ----------- -----------
Sales                        $2,318,762  $2,293,597   $7,741,303  $7,770,282
Cost of merchandise sold    (1,650,098) (1,627,476)  (5,513,504) (5,525,246)
                             ----------  ----------   ----------  ----------
Gross margin                    668,664     666,121    2,227,799   2,245,036
Store operating, general and
 administrative expense       (634,266)   (636,886)  (2,106,105) (2,139,056)
                             ----------  ----------   ----------  ----------
Income from operations           34,398      29,235      121,694     105,980
Interest expense, net          (16,557)    (16,929)     (52,804)    (55,281)
                             ----------  ----------   ----------  ----------
Income before income taxes       17,841      12,306       68,890      50,699
Provision for income taxes      (3,750)     (4,571)     (18,926)    (19,030)
                             ----------  ----------   ----------  ----------
Net income                       14,091       7,735       49,964      31,669
Retained earnings at
 beginning of period            414,431     352,912      382,380     332,800
Cash dividends                  (1,911)     (1,911)      (5,733)     (5,733)
                             ----------  ----------   ----------  ----------
Retained earnings at
 end of period               $  426,611  $  358,736   $  426,611  $  358,736
                             ==========  ==========   ==========  ==========

Earnings per share:
 Net income                  $      .37  $      .20   $     1.31  $      .83
                             ==========  ==========   ==========  ==========

Cash dividends               $      .05  $      .05   $      .15  $      .15
                             ==========  ==========   ==========  ==========
Weighted average number of
  common and common
  equivalent shares
  outstanding                38,267,453  38,220,483   38,278,049  38,220,483
                             ==========  ==========   ==========  ==========
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                  See Notes to Quarterly Report on Page 5.
                                      
                                     -1-
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                         CONSOLIDATED BALANCE SHEETS
                         ---------------------------
                                      
                           (Dollars in thousands)
                                      
                                      November 30, 1996    February 24, 1996
                                      ------------------   ------------------
                                           (Unaudited)
ASSETS
------
  Current assets:
   Cash and short-term investments         $  118,026         $   99,772
   Accounts receivable                        206,305            205,133
   Inventories                                911,392            826,510
   Prepaid expenses and other assets           36,576             43,520
                                           ----------         ----------
     Total current assets                   1,272,299          1,174,935
                                           ----------         ----------

  Property:
   Property owned                           1,497,040          1,461,165
   Property leased                             91,352             93,379
                                           ----------         ----------
     Property-net                           1,588,392          1,554,544
  Other assets                                171,240            131,368
                                           ----------         ----------
  Total Assets                             $3,031,931         $2,860,847
                                           ==========         ==========














                                      
                                      
                                      
                                      
                                      
                                      
                  See Notes to Quarterly Report on Page 5.


                                     -2-
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                         CONSOLIDATED BALANCE SHEETS
                         ---------------------------
                           (Dollars in thousands)

                                       November 30, 1996   February 24, 1996
                                       ------------------  ------------------
                                           (Unaudited)
LIABILITIES & SHAREHOLDERS' EQUITY
----------------------------------

  Current liabilities:
   Current portion of long-term debt         $   15,525       $   13,040
   Current portion of obligations under
     capital leases                              12,851           13,125
   Accounts payable                             474,892          452,257
   Book overdrafts                              227,079          157,022
   Accrued salaries, wages and benefits         135,187          127,133
   Accrued taxes                                 53,621           59,407
   Other accruals                               139,462          161,984
                                             ----------       ----------
     Total current liabilities                1,058,617          983,968
                                             ----------       ----------

  Long-term debt                                712,576          650,169
                                             ----------       ----------
  Obligations under capital leases              126,882          129,887
                                             ----------       ----------
  Deferred income taxes                         110,170          120,904
                                             ----------       ----------
  Other non-current liabilities                 155,329          153,134
                                             ----------       ----------
  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
    November 1996 - 38,221,716 shares,
    February 1996 - 38,220,333 shares            38,222           38,220
   Capital surplus                              453,159          453,121
   Cumulative translation adjustment           (49,635)         (50,936)
   Retained earnings                            426,611          382,380
                                             ----------       ----------
   Total shareholders' equity                   868,357          822,785
                                             ----------       ----------
   Total liabilities and shareholders'
     equity                                  $3,031,931       $2,860,847
                                             ==========       ==========
                                      
                  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
                                                November 30,      December 2,
                                                     1996            1995
                                               --------------    -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                      $  49,964       $  31,669
  Adjustments to reconcile net income
   to cash provided by operating activities:
    Depreciation and amortization                   176,737         174,697
    Deferred income tax provision (benefit)         (9,115)               5
    (Gain) Loss on disposal of owned property           908         (1,451)
    (Increase) decrease in receivables                (574)          19,557
    Increase in inventories                        (82,508)        (81,709)
    (Increase) decrease in prepaid expenses
      and other current assets                        4,721         (4,676)
    Increase in other assets                       (27,583)         (2,943)
    Increase in accounts payable                     21,283          34,057
    Increase (decrease) in accrued salaries,
      wages and benefits                              7,579        (15,029)
    Increase (decrease) in accrued taxes            (4,944)             918
    Decrease in store closing reserves              (6,969)        (13,200)
    Increase (decrease) in other accruals and
      other liabilities                             (9,848)          10,535
    Other                                             (613)         (1,144)
                                                  ---------       ---------
Net cash provided by operating activities           119,038         151,286
                                                  ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for property                       (229,154)       (165,953)
  Proceeds from disposal of property                 12,242          26,294
                                                  ---------       ---------
Net cash used in investing activities             (216,912)       (139,659)
                                                  ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in short-term debt                         38,216           9,545
  Proceeds under revolving lines of credit
    and long-term borrowings                         91,730         287,731
  Payments on revolving lines of credit
    and long-term borrowings                       (67,532)       (300,183)
  Increase (decrease) in book overdrafts             69,147         (7,789)
  Principal payments on capital leases             (10,068)        (11,133)
  Proceeds from stock options exercised                  40               -
  Cash dividends                                    (5,733)         (5,733)
                                                  ---------       ---------
Net cash provided by (used in) financing
 activities                                         115,800        (27,562)
                                                  ---------       ---------
Effect of exchange rate changes on
  cash and short-term investments                       328             485
                                                  ---------       ---------
NET INCREASE (DECREASE) IN CASH AND
   SHORT-TERM INVESTMENTS                            18,254        (15,450)

Cash and Short-term Investments
  at Beginning of Period                             99,772         128,930
                                                  ---------       ---------
CASH AND SHORT-TERM INVESTMENTS
  AT END OF PERIOD                                $ 118,026       $ 113,480
                                                  =========       =========




                  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 30,
   1996  and  December  2,  1995  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 1995 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  1996 and 1995 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 1996 and 1995, 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.

   As  of  November 30, 1996, a valuation allowance existed for  the  entire
   amount   of  the  net  deferred  tax  assets  relating  to  the  Canadian
   operations.  During the 40 week period ended in fiscal 1996, the Canadian
   operations generated pretax earnings which resulted in the reversal of  a
   portion  of  the  valuation allowance.  Although Canada generated  pretax
   earnings,  the Company was unable to conclude that the Canadian  deferred
   tax assets are more likely than not to be realized.


3) OTHER ASSETS

   The  increase  in  other  assets is the result of  notes  receivable  and
   equipment leases relating to the Food Basics Franchise business.


4) NEW ACCOUNTING STANDARD

   Effective February 25, 1996 the Company adopted the disclosure provisions
   of  Statement  of Financial Accounting Standards No. 123 "Accounting  for
   Stock-based  Compensation" ("SFAS 123").  The Company  will  continue  to
   apply  the methods prescribed by Accounting Principles Board Opinion  No.
   25 "Accounting for Stock Issued to Employees" with proforma disclosure of
   net  income and earnings per share as if the fair value based  method  of
   SFAS 123 had been applied.

                                     -5-
ITEM 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
              ------------------------------------------------
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                      12 WEEKS ENDED NOVEMBER 30, 1996
                       -------------------------------
OPERATING RESULTS

Sales  for  the  third  quarter ended November  30,  1996  of  $2.3  billion
increased $25 million or 1.1% from last year.  Contributing to this increase
is  the opening of 32 stores in new market areas since the beginning of  the
third  quarter of fiscal 1995 which added approximately $55 million or  2.4%
to  sales in the third quarter of fiscal 1996.  In addition, the Company had
$61  million  in  wholesale  sales relating  to  servicing  47  Food  Basics
Franchise  stores  as of November 30, 1996.  The 32 new market  area  stores
coupled  with  the wholesale sales, increased total Company  sales  by  $116
million or 5% for the 12 weeks ended November 30, 1996.  The closure of  110
stores,  excluding  replacement stores, since the  beginning  of  the  third
quarter  of  fiscal  1995, of which 33 have been converted  to  Food  Basics
Franchise  stores in Canada and 1 which will be converted to a  Food  Basics
Franchise   store   later  in  the  year,  reduced  comparative   sales   by
approximately $96 million or 4.1% in the third quarter of 1996.

Total  Company same store sales for the third quarter, including replacement
stores,  increased by 0.3% from the prior year.  Average  weekly  sales  per
supermarket   were   approximately  $195,600   versus   $182,100   for   the
corresponding  period  of the prior year for a 7.4%  increase.   Same  store
sales for U.S. operations, which include replacement stores, increased  0.2%
from the prior year.  In Canada, same store sales, which include replacement
stores, increased 0.9% from the prior year.

Gross  margin as a percent of sales decreased 0.20% to 28.84% in  the  third
quarter  of  fiscal 1996 from 29.04% for the third quarter of  fiscal  1995,
resulting  primarily from decreased gross margin rates in  Canada  resulting
from  the  lower  margins  of the Food Basics Franchise  business  partially
offset  by  an increase in the retail supermarket margin.  The gross  margin
dollar  increase  of $3 million is primarily the result of  an  increase  in
sales  volume which had an impact of increasing margin by $7 million, partly
offset  by a decrease in gross margin rates of $3 million and a decrease  in
the  Canadian  exchange  rate of $1 million.   In  the  U.S.,  gross  margin
increased  $8 million, primarily resulting from an increase in gross  margin
rates of $9 million partially offset by a decrease in sales volume which had
an  impact  of  decreasing margin by $1 million.  In  Canada,  gross  margin
decreased  $5 million, primarily resulting from the effect of a decrease  in
gross  margin  rates of $12 million and a decrease in the Canadian  exchange
rate  of  $1 million, partially offset by an increase in sales volume  which
had  an  impact  of increasing margin by $8 million.  The $12 million  gross
margin  rate  decrease in Canada is mainly the result of the  lower  margins
provided by the Food Basics Franchise business.

Store  operating, general, and administrative expense as a percent of  sales
decreased  to 27.35% from 27.77% for the corresponding period in  the  prior
year  resulting  primarily from reduced store labor and occupancy  costs  in
Canada as a result of the Food Basics Franchise business.

Interest  expense-net,  decreased  $0.4  million  from  the  previous  year,
primarily  due  to  an increase in interest income of $0.2 million,  coupled
with a $0.2 million decrease in interest expense resulting from decreases in
average  rates  and  capital lease interest expense in  both  the  U.S.  and
Canada.
                                     -6-

Income  before  income taxes for the 12 weeks ended November  30,  1996  was
$17.8  million  compared to $12.3 million for the comparable period  in  the
prior  year  for an increase of approximately $5.5 million  or  44.7%.   The
increase is mainly the result of higher gross margin of $2.5 million,  lower
store  operating, general and administrative expenses of $2.6  million,  and
lower net interest expense of $0.4 million.

The  income tax provisions recorded for the 40 week period ended  in  fiscal
years  1996  and  1995 reflect the Company's estimated expected  annual  tax
rates  applied  to their respective domestic and foreign financial  results.
The  third quarter 1996 and 1995 provisions mainly reflect the taxes on  the
U.S. income, as the Canadian income tax expense is principally offset by the
reversal of its income tax valuation allowance.













































                                     -7-
                                      
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                      40 WEEKS ENDED NOVEMBER 30, 1996
                    -------------------------------------
OPERATING RESULTS

Sales for the 40 weeks ended November 30, 1996 of $7.7 billion decreased $29
million  or 0.4% from last year.  Contributing to this decrease is that  the
Company  closed 167 stores since the beginning of fiscal 1995, of  which  40
have  been converted to Food Basics Franchise stores in Canada and  1  which
will be converted to a Food Basics Franchise store later in the year, and  8
which  were sold in the Rhode Island market in the first quarter  of  fiscal
1995.   The  167  store closures, excluding replacement  stores,  since  the
beginning  of  fiscal 1995 reduced comparative sales by  approximately  $363
million or 4.6% in the first three quarters of fiscal 1996.  The opening  of
32  stores  in  new  market areas since the beginning of fiscal  1995  added
approximately $205 million or 2.7% to sales in the first three  quarters  of
fiscal  1996.  In addition, the Company had $136 million in wholesale  sales
relating  to  servicing 47 Food Basics Franchise stores as of  November  30,
1996.   The  32  new  market area stores coupled with the  wholesale  sales,
increased total Company sales by $341 million or 4.4% for the 40 weeks ended
November 30, 1996.

Total  Company same store sales, including replacement stores,  for  the  40
week  period decreased 0.1% from the prior year.  Average weekly  sales  per
supermarket were approximately $194,500 versus $181,500 for the same  period
of  the  prior  year  for  a 7.2% increase.  Year to  date  sales  for  U.S.
operations  have declined, with same store sales, which include  replacement
stores,  down 0.1% from the prior year.  In Canada, year to date sales  have
decreased, with same store sales, including replacement stores, up 0.2% from
the prior year.

Gross margin as a percent of sales decreased 0.11% to 28.78% from 28.89% for
the  prior  year  resulting primarily from decreased gross margin  rates  in
Canada resulting from the Food Basics Franchise business partially offset by
an  increase  in  the  retail supermarket margin.  The gross  margin  dollar
decrease  of  $17  million is primarily the result of a  decrease  in  sales
volume  which had an impact of decreasing margin by $9 million, lower  gross
margin rates of $5 million, and a lower Canadian exchange rate resulting  in
a  decrease of $3 million.  In the U.S., gross margin increased $13 million,
primarily  resulting  from  increased gross margin  rates  of  $29  million,
partially  offset  by  a decrease in sales volume which  had  an  impact  of
decreasing  margin  by $16 million.  In Canada, gross margin  decreased  $30
million,  primarily resulting from a decrease in gross margin rates  of  $34
million  and  a lower Canadian exchange rate resulting in a decrease  of  $3
million, partially offset by an increase in sales volume which had an impact
of  increasing  margin  by $7 million.  The $34 million  gross  margin  rate
decrease in Canada is mainly the result of the lower margins provided by the
Food Basics Franchise business.

Store  operating,  general and adminstrative expense as a percent  of  sales
decreased to 27.21% from 27.53% for the prior year resulting primarily  from
reduced  store labor and occupancy costs in Canada as a result of  the  Food
Basics Franchise business.

Interest  expense-net,  decreased  $2.5  million  from  the  previous   year
primarily  due  to  an increase in interest income of $1.2 million,  coupled
with a $1.3 million decrease in interest expense resulting from decreases in
average  rates  and  capital lease interest expense in  both  the  U.S.  and
Canada.
                                     -8-

Income  before income taxes for the 40 week period ended November  30,  1996
was $68.9 million compared to $50.7 million for the comparable period of the
prior  year  for an increase of approximately $18.2 million or  35.9%.   The
increase  is  mainly  the  result  of lower  store  operating,  general  and
administrative expenses of $33.0 million and lower net interest  expense  of
$2.5 million, partially offset by lower gross margin of $17.3 million.

The  income  tax provisions recorded in the first 40 week period  of  fiscal
1996  and  1995 reflects the Company's estimated expected annual  tax  rates
applied  to  their respective domestic and foreign financial  results.   The
first, second and third quarter provisions mainly reflect the taxes on  U.S.
income,  as  the Canadian income tax expense is principally  offset  by  the
reversal of its income tax valuation allowance.


LIQUIDITY AND CAPITAL RESOURCES

The  Company  ended the third quarter with working capital of  $214  million
compared  to $191 million at the beginning of the fiscal year.  The  Company
had  cash and short-term investments aggregating $118 million at the end  of
the  third  quarter of fiscal 1996 compared to $100 million at  the  end  of
fiscal 1995.

The  Company  has a U.S. $400 million and a Canadian $75 million  unsecured,
five  year  revolving credit agreement which expires in December  2000.   In
addition,  the  Company also has various uncommitted lines  of  credit  with
numerous banks.  As of November 30, 1996, the Company had approximately $418
million  available in credit facilities of which $344 million were committed
facilities.

The  Company's  loan  agreements and certain of its  notes  contain  various
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 30, 1996.

For  the 40 weeks ended November 30, 1996, capital expenditures totaled $229
million, which included 27 new stores and 60 remodels and enlargements.  The
Company expects to have capital expenditures of approximately $70 million in
the fourth quarter of fiscal 1996.

The   Company's  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 1996.
















                                     -9-
                                      
               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
























                                    -10-
                                      
               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 13, 1997    By:        /s/ Kenneth A. Uhl
                             ---------------------------------------
                               Kenneth A. Uhl, Vice President and
                                Controller (Chief Accounting Officer)

































                                    -11-
                                      
               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 13, 1997    By:
                             ---------------------------------------
                               Kenneth A. Uhl, Vice President and
                                Controller (Chief Accounting Officer)




































                                    -11-