Conformed Copy



                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

              Quarterly Report Pursuant to Section 13 or 15(d)

                   of the Securities Exchange Act of 1934

For Quarter Ended September 11, 1999         Commission File Number 1-4141

                 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                 ----------------------------------------------

             (Exact name of registrant as specified in charter)
       Maryland                                         13-1890974
       --------                                         ----------
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)


2 Paragon Drive, Montvale, New Jersey                      07645
-------------------------------------                      -----
(Address of principal executive offices)                 (Zip Code)


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

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


Indicate  by  check mark whether the Registrant  (1)  has filed all  reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange  Act
of 1934 during the preceding 12 months  (or for such shorter period that the
Registrant was required to file such reports), and  (2)  has been subject to
such filing requirements for the past 90 days.

                                     YES  XXX           NO
                                        ---------         ---------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

            Class                 Outstanding at September 11, 1999
            -----                 ---------------------------------

Common stock - $1 par value                       38,367,216 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 amounts)
                                 (Unaudited)

                                12 Weeks Ended            28 Weeks Ended
                              Sept. 11,   Sept. 12,    Sept. 11,   Sept. 12,
                                1999        1998         1999        1998
                             ----------- ----------- ----------- -----------

Sales                        $2,284,380  $2,330,249   $5,398,102  $5,408,635
Cost of merchandise sold     (1,623,079) (1,656,971)  (3,865,212) (3,849,044)
                             ----------  ----------   ----------  ----------
Gross margin                    661,301     673,278    1,532,890   1,559,591
Store operating, general and
 administrative expense        (634,933)   (644,625)  (1,516,232) (1,486,707)
                             ----------  ----------   ----------  ----------
Income from operations           26,368      28,653       16,658      72,884
Interest expense                (17,910)    (15,781)     (42,304)    (36,813)
Interest income                   1,561       1,559        3,339       3,637
                             ----------  ----------   ----------  ----------
Income (loss) before
  income taxes                   10,019      14,431      (22,307)     39,708
(Provision) Benefit for
  income taxes                   (4,641)     (3,480)       8,139      (9,588)
                             ----------  ----------   ----------  ----------
Net income (loss)            $    5,378  $   10,951  $   (14,168)  $  30,120
                             ==========  ==========   ==========  ==========

Earnings (loss) per share:

Net income (loss)per share -
 basic and diluted           $      .14  $      .29   $(     .37) $      .79
                             ==========  ==========   ==========  ==========
Weighted average number of
  common shares outstanding  38,358,284  38,294,716   38,335,948  38,282,287

Common stock equivalents        221,806      54,427      137,615      72,025
                             ----------  ----------   ----------  ----------
Weighted average number of
  common and common
  equivalent shares
  outstanding                38,580,090  38,349,143   38,473,563  38,354,312
                             ==========  ==========   ==========  ==========




                  See Notes to Quarterly Report on Page 7.



                                      1





               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND
             ---------------------------------------------------
                         COMPREHENSIVE (LOSS) INCOME
                         ---------------------------
                (Dollars in thousands, except share amounts)
                                 (Unaudited)
28 Week Period FY 1999
----------------------
                                         Una-               Accumu-
                                         mortized           lated
                                         Value              Other
                                Addi-    of Rest-           Compre-   Total
                                tional   tricted            hensive   Share-
                       Common   Paid-in  Stock    Retained  Income    holders'
                       Stock    Capital  Grants   Earnings  (Loss)    Equity
                       ------   -------  ------   --------  -------   -------
Balance at February
  28, 1999,
  38,290,716 shares    $38,291  $454,971 $    -   $413,034  $(69,039) $837,257

Net Loss                                           (14,168)            (14,168)

Other Comprehensive
 Income:
  Foreign Currency
    Translation
    Adjustment                                                 2,478     2,478

Issuance of 20,000
 Shares of Common
 Stock                      20       631   (651)                             -

Exercise of Stock
 Options, 56,500 shares     56     1,499                                 1,555

Amortization of
 Restricted Stock Grants                    150                            150

Cash Dividends
 ($.10 per share)                                   (7,663)             (7,663)
                       -------  -------- ------   --------  --------  --------
Balance at September
  11, 1999             $38,367  $457,101 $ (501)  $391,203  $(66,561) $819,609
                       =======  ======== ======   ========  ========  ========

28 Week Period FY 1998
----------------------
Balance at March 1,1998,
  38,252,966 shares     38,253  $453,894 $    -   $495,510  $(61,025) $926,632

Net Income                                          30,120              30,120

Other Comprehensive
 Income:
  Foreign Currency
    Translation
    Adjustment                                               (10,984)  (10,984)

Exercise of Stock
 Options,                   34       954                                   988
 33,750 shares

Cash Dividends
 ($.10 per share)                                   (7,654)             (7,654)
                       -------  -------- ------   --------  --------  --------

Balance at September
  12, 1998             $38,287  $454,848 $    -   $517,976  $(72,009) $939,102
                       =======  ======== ======   ========  ========  ========







                  See Notes to Quarterly Report on Page 7



                                      2





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

                                12 Weeks Ended            28 Weeks Ended
                              Sept. 11,   Sept. 12,    Sept. 11,   Sept. 12,
                                1999        1998         1999        1998
                             ----------  ----------   ----------  ----------

Net Income (Loss)             $ 5,378     $10,951     $(14,168)   $30,120
 Foreign Currency
  Translation
  Adjustment                   (1,306)     (5,083)       2,478    (10,984)
                              --------   --------     --------    -------
Total Comprehensive
 Income (Loss)                $ 4,072     $ 5,868     $(11,690)   $19,136
                              ========    =======     ========    =======





                  See Notes to Quarterly Report on Page 7.



                                      3






               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

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

                                          Sept. 11, 1999   Feb. 27, 1999
                                          --------------   -------------
                                           (Unaudited)
ASSETS
------
  Current assets:
   Cash and short-term investments           $144,395         $136,810
   Accounts receivable                        184,588          204,700
   Inventories                                779,396          841,030
   Prepaid expenses and other assets           71,060           41,497
                                           ----------       ----------
  Total current assets                      1,179,439        1,224,037
                                           ----------       ----------

  Property:
   Property owned                           1,694,646        1,597,459
   Property leased                             84,559           89,028
                                           ----------       ----------
     Property-net                           1,779,205        1,686,487
  Other assets                                219,390          231,217
                                           ----------       ----------
  Total Assets                             $3,178,034       $3,141,741
                                           ==========       ==========







                  See Notes to Quarterly Report on Page 7.

                                      4




               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

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

                                           Sept. 11, 1999  Feb. 27, 1999
                                           --------------  -------------
                                             (Unaudited)
LIABILITIES & SHAREHOLDERS' EQUITY
----------------------------------

  Current liabilities:
   Current portion of long-term debt       $    3,413       $    4,956
   Current portion of obligations under
     capital leases                            11,688           11,483
   Accounts payable                           501,362          557,318
   Book overdrafts                            174,075          160,288
   Accrued salaries, wages and benefits       155,693          152,107
   Accrued taxes                               67,283           54,819
   Other accruals                             209,797          193,092
                                           ----------       ----------
  Total current liabilities                 1,123,311        1,134,063
                                           ----------       ----------
  Long-term debt                              774,109          728,390
                                           ----------       ----------
  Obligations under capital leases            110,467          115,863
                                           ----------       ----------
  Deferred income taxes                        27,034           23,309
                                           ----------       ----------
  Other non-current liabilities               323,504          302,859
                                           ----------       ----------
  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 38,367,216 and
     38,290,716 shares, respectively           38,367           38,291
   Additional paid-in capital                 457,101          454,971
   Unamortized value of restricted
     stock grant                                 (501)               -
   Accumulative other comprehensive loss      (66,561)         (69,039)
   Retained earnings                          391,203          413,034
                                           ----------       ----------
   Total shareholders' equity                 819,609          837,257
                                           ----------       ----------
   Total liabilities and shareholders'
     equity                                $3,178,034       $3,141,741
                                           ==========       ==========

                  See Notes to Quarterly Report on Page 7.

                                      5




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

                                                       28 Weeks Ended
                                               Sept. 11, 1999  Sept. 12, 1998
                                               --------------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                            $ (14,168)         $30,120
  Adjustments to reconcile net (loss) income
  to cash provided by operating activities:
    Store/Facilities exit charge and asset
      write-off                                   31,347                -
    Depreciation and amortization                122,302          126,361
    Deferred income tax (benefit) provision      (24,019)           5,033
    Gain on disposal of owned property            (1,240)          (3,133)
    Decrease in receivables                       20,839           23,925
    Decrease (increase) in inventories            64,157           (7,652)
    Increase in prepaid expenses
      and other current assets                      (393)            (112)
    Decrease in other assets                         926            5,433
    (Decrease) increase in accounts payable      (57,852)          86,199
    Decrease in accrued salaries,
      wages and benefits                          (1,428)          (7,741)
    Increase in accrued taxes                     12,424            3,175
    Increase in other accruals
      and other liabilities                        6,669           17,706
    Other operating activities, net               (2,410)          (4,535)
                                               ---------        ---------
Net cash provided by operating activities        157,154          274,779
                                               ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for property                     (256,766)        (208,224)
  Proceeds from disposal of property              68,116            5,831
                                               ---------        ---------
Net cash used in investing activities           (188,650)        (202,393)
                                               ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in short-term debt                     (23,100)          22,500
  Proceeds under revolving lines of credit        85,000          240,000
  Payments on revolving lines of credit         (215,000)        (275,000)
  Proceeds from long-term borrowings             200,110            3,600
  Payments on long-term borrowings                (2,834)          (3,051)
  Principal payments on capital leases            (6,227)          (6,463)
  Deferred financing fees                         (6,298)               -
  Increase (decrease) in book overdrafts          12,549           (9,593)
  Proceeds from stock options exercised            1,555              988
  Cash dividends                                  (7,663)          (7,654)
                                               ---------        ---------
Net cash provided by (used in) financing          38,092          (34,673)
  activities
Effect of exchange rate changes on
  cash and short-term investments                    989           (1,600)
                                               ---------        ---------
NET INCREASE IN CASH AND
   SHORT-TERM INVESTMENTS                          7,585           36,113

CASH AND SHORT-TERM INVESTMENTS
  AT BEGINNING OF PERIOD                         136,810           70,937
                                               ---------        ---------
CASH AND SHORT-TERM INVESTMENTS
  AT END OF PERIOD                              $144,395         $107,050
                                               =========        =========

                  See Notes to Quarterly Report on Page 7.

                                      6




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

1)   BASIS OF PRESENTATION

   The  consolidated  financial statements for  the  28  week  period  ended
   September  11,  1999  and September 12, 1998 are unaudited,  and  in  the
   opinion  of Management, all adjustments necessary for a fair presentation
   of  these  financial  statements  have been  included.   The  adjustments
   consisted  only  of  normal recurring items, except  for  the  store  and
   facilities exit costs discussed in Note 5 below.  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 1998 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 28 week period ended in fiscal
   years  1999 and 1998 reflect the Company's estimated expected annual  tax
   rates applied to their respective domestic and foreign financial results.
   For  the  28 week period ended September 11, 1999, the income tax benefit
   of $8.1 million relates to taxes on U.S. and Canadian income.  For the 28
   week  period ended September 12, 1998, the income tax provision reflected
   mainly  taxes  on  U.S. operations as the Canadian operation  income  tax
   expense was principally offset by the reversal of its deferred tax  asset
   valuation  allowance.   During the 28 week period  of  fiscal  1998,  the
   Company reversed $7.7 million of the Canadian valuation allowance to  the
   extent that the Canadian operation had taxable income.


3) FOOD BASICS FRANCHISING

   As  of  September 11, 1999, the Company served 62 Food Basics  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 $259 million  and  $207
   million  for  the  28 week period ended in fiscal years  1999  and  1998,
   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  mainly
   represents the reimbursement of costs incurred to provide such services.

                                      7



   Included   in   other   assets  are  Food  Basics  franchising   business
   receivables,  net  of  allowance  for  doubtful  accounts,  amounting  to
   approximately $38.5 million and $36.4 million at September 11,  1999  and
   February 27, 1999, respectively.

   The  inventory notes are collateralized by the inventory in  the  stores,
   while the equipment lease receivables are collateralized by the equipment
   in  the stores.  The current portion of the inventory notes and equipment
   leases,   net   of   allowance  for  doubtful  accounts,   amounting   to
   approximately  $2.4  million and $2.1 million are  included  in  accounts
   receivable at September 11, 1999 and February 27, 1999, 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
   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) NEW ACCOUNTING PRONOUNCEMENTS

   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 statement of financial position  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
   statement of 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.  The Company  plans
   to  adopt  SFAS 133 in the first quarter of fiscal 2001.  The Company  is
   currently  evaluating  the impact this pronouncement  will  have  on  the
   Consolidated Financial Statements.


5) STORE AND FACILITIES EXIT COSTS

      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.

                                      8




   As  a result of the above assessment, in the third quarter of fiscal 1998,
   the  Company decided to exit two warehouse facilities, a coffee plant  and
   a  bakery plant in Canada.  In connection with the exit plan, the  Company
   recorded  a  charge of approximately $11 million consisting 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.

   At  February  27, 1999, the Company closed and terminated operations  with
   respect  to  the  warehouses and the coffee plant. The  volume  associated
   with  the two 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
   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  fourth
   quarter  charge  of approximately $215 million.  This $215 million  charge
   consists  of  $8 million of severance, $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  their
   estimated  fair value for the two properties which are held for  sale.  To
   the  extent  fixed assets included in stores identified for closure  could
   be  utilized in other continuing stores, the Company has or will  transfer
   those  assets  to  continuing stores.  To the extent  those  fixed  assets
   cannot  be  transferred, the Company will scrap them 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 due to changes in estimates of pension withdrawal liabilities  and
   fixed asset write-downs from the time the original charge was recorded.

   In  addition,  there were additional 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, but will be expensed as incurred  as
   the  plan is executed.  In the 28 week period of fiscal 1999, the  Company
   recorded an additional pretax charge of $10 million for severance  related
   to the 132 stores.

   The  severance  charges  of  the  above items  totaled  approximately  $25
   million and resulted from the termination of 2,133 employees.  The

                                      9


   Company  paid  $11  million of these severance costs as of  September  11,
   1999  and  expects  the  remainder will be paid by 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, the Company  recorded  a
   fiscal  1999 28 week period net pretax charge of approximately $5 million.
   This  charge  is  comprised  of  severance of  $6  million,  future  lease
   commitments  of  $11  million, net of a $12 million gain  related  to  the
   disposition  of fixed and intangible assets.  The net charge  is  recorded
   as  "store  operating, general and administrative expense".   The  Company
   paid  $3 million of the total severance charge related to the Atlanta exit
   as  of  September  11, 1999 which resulted from the termination  of  1,002
   employees.   The  remaining $3 million of severance will be  paid  by  the
   first quarter of fiscal year 2000.

   The  following tabular reconciliation summarizes the activity  related  to
   the aforementioned charges since the beginning of the fiscal year.


                       Reserve                            Reserve
                       Balance                            Balance
                       at                                 at
                       February                           September
(in thousands)         28, 1999  Utilization  Addition (1)  11, 1999
--------------         --------  -----------  --------    ---------
Store Occupancy        $114,532  $ 9,104 (2)  $12,894     $136,530
Severance and Benefits   10,066  (14,611)      15,265       10,720
Facilities occupancy      4,038   (1,862)       3,188        5,364
                       --------  --------     -------     --------
  Total                $128,636  $(7,369)     $31,347     $152,614
                       ========  ========     =======     ========

(1)   The addition represents an increase to the store occupancy reserve for
the present value interest accrued and the additional severance cost and
the cost (including store occupancy, severance and facilities costs) of
exiting the Atlanta market.

(2)   Store occupancy utilization is comprised of $13.3 million of lease
payments for the period, net of $22.4 million of realized gains on the
assignment of leases which was included in the original charge recorded
during fiscal 1998.

As of September 11, 1999, the Company closed 117 of the 132 stores
identified, including all 31 stores in the Richmond, Virginia market and 34
of the Atlanta store exit program.  The remaining 15 stores will be closed
over the next two quarters of fiscal 1999.

                                     10


At September 11, 1999, $45.4 million of the reserve is included in "Other
accruals" and $107.2 million is included in "Other non-current liabilities"
in the accompanying consolidated balance sheet.

Based upon current available information, Management evaluated the reserve
balance as of September 11, 1999 and has concluded that it is adequate.

Included in the accompanying statement of operations are the operating
results of the 132 underperforming stores and the 34 Atlanta stores which
the Company is exiting.  The operating results of these stores for the 28
week period ended September 11, 1999 and September 12, 1998 are as follows:


(in thousands)      28 Weeks Ended
--------------    -------------------
                  Sept. 11,  Sept. 12,
                     1999       1998
                  --------   --------
Sales             $185,022   $602,049
                  ========   ========
Operating Loss    $(26,131)  $(18,071)
                  ========   ========


6) OPERATING SEGMENTS

   During the fourth quarter of fiscal 1998, the Company adopted SFAS No.
   131, "Disclosures about Segments of an Enterprise and Related
   Information" ("SFAS 131").  This statement establishes standards for
   reporting information about operating segments in annual financial
   statements and selected information in interim financial statements.  It
   also establishes standards for related disclosures about products and
   services and geographic areas.  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 store
   franchising operation which includes serving as the exclusive wholesaler
   to such franchised stores.

   The accounting policies for the segments are the same as those described
   in the summary of significant accounting policies incorporated in the
   Company's Fiscal 1998 Annual Report.  The Company measures segment
   performance based upon operating profit.


                                     11



Interim information on segments is as follows:

(in thousands)

28 Week Period
Fiscal 1999
------------------                U.S.          Canada          Total
                                 Retail    Retail   Wholesale  Company
                               ----------  -------- --------- ----------
Sales                          $4,292,967  $845,873  $259,262 $5,398,102
Depreciation and amortization     108,021    14,281         -    122,302
Operating (loss) income            (3,485)   12,614     7,529     16,658
Interest expense                  (35,063)   (7,241)        -    (42,304)
Interest income                       253     1,441     1,645      3,339
(Loss) income before taxes        (38,295)    6,814     9,174    (22,307)
Total assets                    2,592,507   524,130    61,397  3,178,034
Capital expenditures              228,061    28,705         -    256,766


28 Week Period
Fiscal 1998
-------------------               U.S.          Canada          Total
                                 Retail    Retail   Wholesale  Company
                               ----------  -------- --------- ----------
Sales                          $4,400,996  $801,256  $206,383 $5,408,635
Depreciation and amortization     113,715    12,646         -    126,361
Operating income                   52,002    16,237     4,645     72,884
Interest expense                  (29,935)   (6,878)        -    (36,813)
Interest income                       391     1,471     1,775      3,637
Income before taxes                22,458    10,830     6,420     39,708
Total assets                    2,638,878   370,893    52,442  3,062,213
Capital expenditures              182,771    25,453         -    208,224



                                     12






               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
ITEM 2
-------
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
              ------------------------------------------------

                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                      12 WEEKS ENDED SEPTEMBER 11, 1999
                      ---------------------------------
OPERATING RESULTS

Sales  for  the  second  quarter ended September 11, 1999  of  $2.3  billion
decreased  $45.9 million or 2.0% from the prior year second quarter  amount.
The  opening  of  38 stores in new locations, excluding replacement  stores,
since the beginning of the second quarter of fiscal 1998 added approximately
$128  million  or  5.5% to sales in the second quarter of fiscal  1999.   In
addition,  wholesale  sales to the Food Basics franchised  stores  increased
$31.5  million  or 37.5% to $115.6 million for the 12 weeks ended  September
11, 1999, which increased total Company sales by 1.4%.  These increases were
partially offset by the closure of 207 stores, excluding replacement stores,
since  the  beginning  of the second quarter of fiscal 1998,  which  reduced
total sales by approximately $285 million or 12.2% in the second quarter  of
fiscal  1999.   An  increase in the Canadian exchange rate  improved  second
quarter  fiscal 1999 sales by $6 million or 0.2%.  In addition,  same  store
sales  ("same  store  sales" referred to herein include replacement  stores)
increased 4.3% or $81.4 million from the same period last year.

Average  weekly  sales  per supermarket were approximately  $246,700  versus
$208,600 for the corresponding period of the prior year resulting in a 18.3%
increase.  Same store sales for Canadian operations increased 9.4% from  the
prior year and same store sales for U.S. operations increased 3.3% from  the
prior year.

Gross margin as a percent of sales increased 6 basis points to 28.95% in the
second  quarter of fiscal 1999 from 28.89% for the second quarter of  fiscal
1998.   The  gross  margin dollar decrease of $12 million  resulted  from  a
decrease in the sales volume of $19 million, partially offset by an increase
in  the  gross  margin rate of $6 million and an increase  in  the  Canadian
exchange  rate of $1 million.  The U.S. operations gross margin decrease  of
$23  million  resulted  from  a  decrease in sales  volume  of  $33  million
partially  offset  by an increase of $10 million in the gross  margin  rate.
The  Canadian operations gross margin increase of $11 million resulted  from
an increase of $14 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 decreased $9.7 million
compared to the corresponding period of the prior year.  The decrease is due
principally to the reduction in occupancy and labor expenses as a result of
store closings, offset in part, by charges related to Project Great Renewal.
Also included in store operating, general and administrative expense for

                                     13



1999  are professional fees of $4 million associated with the implementation
of  the  store  exit program, and costs of approximately $3 million  related
to the conversion of additional stores to the Food Basics format.

As  of  September  11,  1999,  the Company closed  117  of  the  132  stores
identified  as part of Project Great Renewal and 34 stores relating  to  the
Atlanta store exit program.  The remaining 15 stores will be closed over the
next two quarters of fiscal 1999.  Further, during the next two quarters  of
fiscal  1999, the Company expects to incur pretax losses relating to Project
Great  Renewal  ranging between $30 and $40 million which are not  currently
accruable.   These  amounts principally represent operating  losses  of  the
remaining 15 stores prior to closure, employee termination costs which  have
not  been  communicated to the affected employees as of September 11,  1999,
and costs related to the conversion of stores to the Food Basics format.

Interest  expense  increased $2.1 million or 13.5%  from  the  corresponding
period  of the previous year, primarily due to the additional present  value
interest  related  to the future lease obligations of  the  store  exit  and
Atlanta exit programs as well as the issuance of $200 million 9.375%  senior
quarterly interest bonds on August 6, 1999.

Income  before income taxes for the second quarter ended September 11,  1999
was  $10  million compared to $14 million for the comparable period  in  the
prior  year  for a decrease of $4 million.  The lower income is attributable
principally to initiatives under the Company's Project Great Renewal and the
increase in interest expense.

The  income  tax  expense  recorded in the second  quarter  of  fiscal  1999
reflects  the Company's estimated expected annual tax rates applied  to  its
respective domestic and foreign operations.  The effective tax rate for  the
second  quarter of fiscal 1999 was 46.32%.  The second quarter  fiscal  1998
income  tax provision mainly reflects taxes on U.S. income, as the  Canadian
income  tax  expense was principally offset by the reversal of its  deferred
tax  asset  valuation allowance.  During the second quarter of fiscal  1998,
the Canadian operations generated pretax earnings and reversed a portion  of
the valuation allowance to the extent of such pretax earnings.  The reversal
of  the  valuation allowance amounted to $2.8 million for the second quarter
of  fiscal  1998.  Although Canada generated pretax earnings in  the  second
quarter  of  fiscal 1998, at September 12, 1998, the Company was  unable  to
conclude that the Canadian deferred tax assets were more likely than not  to
be  realized.  This conclusion was based in part on Management's  assessment
of the competitive Canadian marketplace and the level of the Canadian pretax
earnings, which for financial statement purposes is higher than the  taxable
income  for tax purposes due to differences between the financial  statement
and income tax treatment of certain items.


                                     14



                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                      28 WEEKS ENDED SEPTEMBER 11, 1999
                      ---------------------------------

OPERATING RESULTS

Sales  for  the 28 weeks ended September 11, 1999 of $5.4 billion  decreased
$10.5 million or 0.2% from the prior year.  The opening of 40 stores in  new
market  areas, excluding replacement stores, since the beginning  of  fiscal
1998 added approximately $299 million or 5.5% to sales in the 28 week period
of  fiscal 1999.  In addition, wholesale sales to the Food Basics franchised
stores  increased $52.9 million or 25.6% to $259.3 million for the  28  week
period  ended September 11, 1999.  These increases were partially offset  by
the closure of 226 stores, excluding replacement stores, since the beginning
of  fiscal 1998, which reduced total sales by approximately $554 million  or
10.2%  in  the  28 week period of fiscal 1999.  A decrease in  the  Canadian
exchange rate reduced sales by $16 million or 0.3% in the 28 week period  of
fiscal 1999.  In addition, same store sales ("same store sales" referred  to
herein include replacement stores) increased 4.9% or $212.6 million from the
same period last year.

Average  weekly  sales  per supermarket were approximately  $238,600  versus
$205,500 for the corresponding period of the prior year resulting in a 16.1%
increase.  Same store sales for Canadian operations increased 7.3% from  the
prior  year while same store sales for U.S. operations increased  4.4%  from
the prior year.

Gross margin as a percent of sales decreased 44 basis points to 28.40%  from
28.84%  for  the  prior  year.  Margins  were  negatively  impacted  due  to
accelerated  inventory markdowns in stores that were identified for  closure
under  Project Great Renewal and the exit of the Atlanta market  during  the
first  quarter  of  fiscal 1999.  The gross margin dollar  decrease  of  $27
million resulted from a decrease in the gross margin rate of $18 million,  a
decrease  in  sales  volume  of $5 million and a decrease  in  the  Canadian
exchange  rate of $4 million.  The U.S. operations gross margin decrease  of
$43 million resulted from a decrease in gross margin rate of $11 million and
a  decrease  of $32 million in sales volume.  The Canadian operations  gross
margin  increase of $16 million resulted from an increase of $27 million  in
sales  volume, partially offset by a decrease of $7 million in gross  margin
rate and a decrease of $4 million in the Canadian exchange rate.

Store  operating, general and administrative expense increased $29.5 million
or  60  basis  points  to 28.09% from 27.49% compared to  the  corresponding
period of the prior year.  The increase reflects charges relating to Project
Great Renewal and the exit of the Atlanta market during the first quarter of
fiscal  1999.   Project Great Renewal charges consist of  severance  of  $10
million which could not be accrued in fiscal 1998 because they did not  meet
the  criteria under EITF 94-3, store and facilities closure shut-down costs,
professional fees of $11 million associated with the implementation  of  the
store  exit  program  and approximately $7 million  for  the  conversion  of
additional  stores  to  the Food Basics format.  The costs  of  exiting  the
Atlanta market consist of severance of $6 million and store occupancy  cost
of $11 million which relates principally to the present value of future

                                     15


lease  obligations, net of a  $12 million  gain  that  resulted  from  the
disposition of fixed and intangible assets.

Interest  expense for the 28 weeks ended September 11, 1999  increased  $5.5
million  or 14.9% from the corresponding period of the prior year, primarily
due to the present value interest related to the future lease obligations of
the  store  exit and Atlanta exit programs as well as the issuance  of  $200
million 9.375% senior quarterly interest bonds on August 6, 1999.

Loss before income taxes for the 28 week period ended September 11, 1999 was
$22  million compared to income before income taxes of $40 million  for  the
comparable  period  in  the prior year for a decrease of  approximately  $62
million.   The  loss  is attributable principally to initiatives  under  the
Company's  Project Great Renewal, exiting the Atlanta market  in  the  first
quarter of fiscal 1999 and the increase in interest expense.

The  income  tax  benefit recorded for the 28 week  period  of  fiscal  1999
reflects  the Company's estimated expected annual tax rates applied  to  its
respective domestic and foreign operations.  The effective tax rate for  the
28  week period of fiscal 1999 was 36.5%.  The 28 week period of fiscal 1998
income  tax provision mainly reflects taxes on U.S. income, as the  Canadian
income  tax  expense was principally offset by the reversal of its  deferred
tax  asset  valuation allowance.  During the 28 week period of fiscal  1998,
the Canadian operations generated pretax earnings and reversed a portion  of
the  valuation allowance to the extent of the pretax earnings.  The reversal
of  the  valuation allowance amounted to $7.7 million for the 28 week period
of  fiscal  1998.  Although Canada generated pretax earnings during  the  28
week period of fiscal 1998, at September 12, 1998, the Company was unable to
conclude that the Canadian deferred tax assets were more likely than not  to
be  realized.  This conclusion was based in part on Management's  assessment
of the competitive Canadian marketplace and the level of the Canadian pretax
earnings, which for financial statement purposes is higher than the  taxable
income  for tax purposes due to differences between the financial  statement
and  income  tax treatment of certain items.  During the fourth  quarter  of
fiscal 1998, the Company determined that due to the actions taken as part of
its  strategic initiatives under Project Great Renewal, it was  more  likely
than  not  that the deferred tax asset would be realized.  Accordingly,  the
Company  reversed the remaining portion of the valuation allowance amounting
to approximately $60 million during the fourth quarter of fiscal 1998.


LIQUIDITY AND CAPITAL RESOURCES

The  Company  ended the second quarter with working capital of  $56  million
compared  to  $90 million at the beginning of the fiscal year.  The  Company
had  cash and short-term investments aggregating $144 million at the end  of
the second quarter of fiscal 1999 compared to $137 million as of fiscal 1998
year  end.   Short-term investments were approximately $44 million  and  $25
million  at  September 11, 1999 and February 27, 1999,  respectively,  which
were primarily invested in commercial paper.


                                     16


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

The  Company  has  an  unsecured  five year $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  September  11,
1999).  As of September 11, 1999, there were no outstanding borrowings under
the  Credit  Agreement.  Accordingly, as of September 11, 1999, the  Company
had $499 million available under the Credit Agreement.  Borrowings under the
agreement during the 28 week period were subject to interest at the weighted
average rate of 5.4% based upon the variable LIBOR pricing.

In  addition  to  the Credit Agreement, the Company has various  uncommitted
lines  of credit with several banks.  As of September 11, 1999, the  Company
had $179 million available in uncommitted lines of credit.

There  were no outstanding borrowings of uncommitted lines of credit  as  of
September 11, 1999.

The  Company's  Credit  Agreement 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 September 11, 1999.

The  Company's  existing senior debt rating was Ba1 with  Moody's  Investors
Service  and  BBB- with Standard & Poor's Ratings Group as of September  11,
1999.  Rating changes could affect the availability and cost of financing to
the Company.

For the 28 weeks ended September 11, 1999, capital expenditures totaled $257
million,  which  included  18 new stores and 39 remodels  and  enlargements.
Currently,  the  Company expects to achieve its fiscal 1999 planned  capital
expenditures  of  approximately  $500  million.   Accordingly,  the  Company
expects   to  have  capital  expenditures  of  approximately  $243   million
throughout the remainder of fiscal 1999.

These   available  cash  resources,  together  with  cash   generated   from
operations,  are  sufficient for the Company's capital expenditure  program,
mandatory scheduled debt repayments and dividend payments for fiscal 1999.





                                     17


MARKET RISK

Market risk represents the risk of loss that may impact the consolidated
financial position, results of operations or cash flows of the Company.  The
Company is exposed to market risk in the areas of interest rates and foreign
currency exchange rates.

Interest rates
The Company's exposure to market risk for changes in interest rates relates
primarily to the Company's debt obligations.  The Company has no cash flow
exposure due to rate changes on its $775 million in notes as of September 11,
1999 and $575 million as of February 27, 1999.  However, the Company does
have cash flow exposure on its committed and uncommitted bank
lines of credit due to its variable LIBOR pricing.  As of September 11, 1999,
there were no outstanding borrowings subject to interest rate fluctuations.

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 and reputable investment banker.  The fair value of the cross-
currency swap agreement was favorable to the Company by $6.3 million and $6.9
million as of September 11, 1999 and February 27, 1999, respectively.  A 10%
change in the Canadian exchange rates would have resulted in the fair value
fluctuating approximately $6.8 million at September 11, 1999 and $6.6 million
at September 12, 1998.


                                     18



YEAR 2000 COMPLIANCE

The Company has formed an ongoing task force to review the entire range of
the Company's operations relating to Year 2000 issues.  This task force
reports to the Vice Chairman of the Board of Directors.  Assessment of those
functions of the business that require attention and resources to achieve
Year 2000 compliance is in progress throughout the entire organization.  The
Information Technology ("IT") and non-IT areas assessment is complete.  The
current estimate of the remediation effort (including new programs and
components) is approximately 90% complete in the IT area and 95% in the non-
IT area.  Testing of the systems and implementation of renovated and new
systems are currently in progress.  A number of renovated and new systems
that are Year 2000 compliant are currently being used in operations.

The costs to address the Company's Year 2000 issues are estimated to be
approximately $10 million.  Approximately $7.5 million of these costs have
been incurred as of September 11, 1999.  Some IT projects have been deferred
due to the Year 2000 project, however, the Company believes that such a
deferral will not affect the Company's financial performance.

The task force is responsible for assessing, from an IT perspective, the
extent of affected software/hardware and developing procedures to resolve the
potential problems associated with that software/hardware.  The procedures
developed include making the necessary changes to the affected software,
adequately testing the changes and phasing in the Year 2000 compliant
programs to limit disruption or delay in the Company's normal business
activities.  The Company is also in the process of updating vendor software
packages to the latest versions to insure all Company software is Year 2000
compliant.  Some in-store IT systems, as well as other support area IT
systems, have been remediated to be Year 2000 ready.

The risks of Year 2000 issues from a non-IT area are principally as follows:
electrical outages resulting in breakdown of point of sale systems, lighting
and refrigeration equipment and the loss of utility service.  The Company has
inventoried equipment with potential embedded chips and is in the process of
replacing the affected chips or microprocessors, or purchasing new equipment
that is compliant.  This process is substantially complete with full
completion expected by the end of October 1999.  The Company plans to
mitigate the potential effect of such issues by preparing a contingency plan
as discussed below.

Significant risk also arises out of the possible failure of vendors to
respond to Year 2000 issues.  The Company has met with its major vendors and
suppliers to determine their state of readiness and to review the contingency
plans that they have developed.  Companies that are compliant and have
prepared for contingencies have a status as preferred suppliers.  With
respect to other vendors that either are not Year 2000 compliant or do not
have adequate contingency or remediation plans, the Company will seek
alternative sources when possible.
                                     19



With respect to contingencies, a program has been developed to identify the
additional resources that will be necessary to fully run the Company when and
if it is affected by the foregoing risk factors. The Company will continue to
expand its contingency plans and detailed procedures in order to mitigate the
effects of the Year 2000 issues that might affect the Company.

The Company believes that it has allocated sufficient resources to resolve
all significant Year 2000 issues in a timely manner. Accordingly, the Company
plans for all critical systems to be Year 2000 ready by the end of October
1999.


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 program on satisfactory terms;  supply  or
quality  control  problems with the Company's vendors;  changes  in  economic
conditions  which affect the buying patterns of the Company's customers;  and
the ability of the Company and its vendors, financial institutions and others
to resolve Year 2000 processing issues in a timely manner.



                                     20



               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

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


Item 1.  Legal Proceedings
         -----------------
         The  action entitled Shirley A. Lang, et al. V. Kohl's Food Stores,
         Inc.  and The Great Atlantic & Pacific Tea Company, Inc., was tried
         to  a Madison, Wisconsin jury during the week commencing August  9,
         1999.   The issue before the jury was the alleged violation of  the
         Federal  Equal  Pay  Act  stemming from the complaint  that  Kohl's
         produce clerk and produce manager positions allegedly pay more than
         Kohl's  bakery and deli clerk and manager positions, but  allegedly
         require   no  greater  skill  than  the  produce  positions.    The
         plaintiffs sought lost wages, punitive damages and other  benefits,
         costs and attorney's fees and other relief.  In July the court  had
         granted  summary  judgment  to the defendants  in  respect  of  the
         alleged  violations of the Civil Rights Act of 1964 ("Title  VII"),
         arising  out  of  the  same produce/bakery  deli  pay  differential
         allegations.

         On  August 13, 1999, the jury returned a unanimous verdict in favor
         of  the  defendants (i.e., the Company and its Kohl's Food  Stores,
         Inc.  subsidiary).   An  appeal has been  filed,  but  the  Company
         expects to prevail on the appeal.


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


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


Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------
         None  - Matters were previously reported in the first quarter ended
         June 19, 1999, Form 10-Q report filed with the Commission.


Item 5.  Other Information
         -----------------
         On  June 9, 1999, The Company and its Trusts, (A&P Finance  I,  A&P
         Finance  II  and  A&P  Finance III) filed with the  Securities  and
         Exchange  Commission, a registration statement (Registration  #333)
         on   form  S-3  under  the  Securities  Act  of  1933.  Such  filed
         information with respect to the trusts' preferred trust  securities
         is herewith incorporated by reference.


                                     21






Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
         On  August 11, 1999, the Company filed Form 8-K with the Securities
         and  Exchange Commission with respect to the Underwriting Agreement
         dated  August  6,  1999  among The Great  Atlantic  &  Pacific  Tea
         Company,  Inc.,  Morgan Stanley & Co. Inc.,  Salomon  Smith  Barney
         Inc., Dain Raucher Wessels and Everen Securities, Inc., relating to
         the  issuance of $200,000,000 aggregate principal amount of  9.375%
         Senior  Quarterly  Interest Bonds due August 1, 2039.   Such  filed
         information is herewith incorporated by reference.





                                     22






               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.






SIGNATURES
----------

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



                          THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.



Date:  October 22, 1999   By:        /s/ Kenneth A. Uhl
                             ---------------------------------------
                               Kenneth A. Uhl, Vice President and
                                Controller (Chief Accounting Officer)






                                     23