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 December 4, 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 December 4, 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 and per share amounts)
                                 (Unaudited)

                                12 Weeks Ended            40 Weeks Ended
                              Dec. 4,      Dec. 5,     Dec. 4,     Dec. 5,
                                1999        1998         1999        1998
                             ----------- ----------- ----------- -----------

Sales                        $2,332,128  $2,344,400   $7,730,230  $7,753,035
Cost of merchandise sold     (1,655,840) (1,664,686)  (5,521,052) (5,513,730)
                             ----------  ----------   ----------  ----------
Gross margin                    676,288     679,714    2,209,178   2,239,305
Store operating, general and
 administrative expense        (620,204)   (681,463)  (2,136,436) (2,168,170)
                             ----------  ----------   ----------  ----------
Income from operations          56,084     (1,749)       72,742      71,135
Interest expense               (20,308)    (16,212)     (62,612)    (53,025)
Interest income                  1,269       1,549        4,608       5,186
                             ----------  ----------   ----------  ----------
Income (loss) before
  income taxes                  37,045      (16,412)     14,738      23,296
(Provision) Benefit for
  income taxes                 (15,691)       7,678      (7,552)     (1,910)
                             ----------  ----------   ----------  ----------
Net income (loss)            $  21,354   $   (8,734)  $   7,186   $  21,386
                             ==========  ==========   ==========  ==========

Earnings (loss) per share:

Net income (loss) per share-
  basic and diluted          $      .56  $     (.23)  $      .19  $      .56
                             ==========  ==========   ==========  ==========
Weighted average number of
  common shares outstanding  38,367,216  38,306,716   38,345,329  38,289,616

Common stock equivalents         46,118       2,863       99,763      35,109
                             ----------  ----------   ----------  ----------
Weighted average number of
  common and common
  equivalent shares
  outstanding                38,413,334  38,309,579   38,445,092  38,324,725
                             ==========  ==========   ==========  ==========




                  See Notes to Quarterly Report on Page 8.








                                      1



               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

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

                                         Una-               Accumu-
                                         mortized           lated
                                         Value              Other
                                Addi-    of Rest-           Compre-   Total
                                tional   tricted            hensive   Share-
                       Common   Paid-in  Stock    Retained  Income    holders'
                       Stock    Capital  Grant    Earnings  (Loss)    Equity
                       ------   -------  ------   --------  -------   -------

40 Week Period FY 1999
----------------------


Balance at February
  28, 1999,
  38,290,716 shares    $38,291  $454,971 $    -   $413,034  $(69,039) $837,257

Net Income                                           7,186               7,186

Other Comprehensive
 Income:
  Foreign Currency
    Translation
    Adjustment                                                 2,767     2,767

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

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

Amortization of
 Restricted Stock Grants                    180                           180

Cash Dividends
 ($.10 per share)                                  (11,498)           (11,498)
                       -------  -------- ------   --------  -------- --------
Balance at December
  4, 1999              $38,367  $457,101 $ (471)  $408,722  $(66,272) $837,447
                       =======  ======== ======   ========  ======== ========



                  See Notes to Quarterly Report on Page 8.

                                      2





               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

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

                                         Una-               Accumu-
                                         mortized           lated
                                         Value              Other
                                Addi-    of Rest-           Compre-   Total
                                tional   tricted            hensive   Share-
                       Common   Paid-in  Stock    Retained  Income    holders'
                       Stock    Capital  Grant    Earnings  (Loss)    Equity
                       ------   -------  ------   --------  -------   -------



40 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                                          21,386              21,386

Other Comprehensive
 Income:
  Foreign Currency
    Translation
    Adjustment                                               (13,098)  (13,098)

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

Cash Dividends
 ($.10 per share)                                  (11,483)            (11,483)
                       -------  -------- ------   --------  -------- ---------

Balance at December
  5, 1998              $38,287  $454,848 $    -   $505,413  $(74,123) $924,425
                       =======  ======== ======   ========  ========  ========





                  See Notes to Quarterly Report on Page 8.


                                      3



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

                                12 Weeks Ended            40 Weeks Ended
                              Dec. 4,     Dec. 5,      Dec. 4,     Dec. 5,
                                1999        1998         1999        1998
                             ----------  ----------   ----------  ----------

Net Income (Loss)             $21,354     $ (8,734)   $ 7,186     $21,386
 Foreign Currency
  Translation
  Adjustment                      289       (2,114)     2,767     (13,098)
                              -------     --------    -------     -------
Total Comprehensive
 Income (Loss)                $21,643     $(10,848)   $ 9,953     $ 8,288
                              =======     ========    =======     =======






















                  See Notes to Quarterly Report on Page 8.



                                      4




               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

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

                                           Dec. 4, 1999    Feb. 27, 1999
                                          --------------   -------------
                                           (Unaudited)
ASSETS
------
  Current assets:
   Cash and short-term investments         $  105,984       $  136,810
   Accounts receivable                        224,116          204,700
   Inventories                                861,170          841,030
   Prepaid expenses and other assets           73,033           41,497
                                           ----------       ----------
  Total current assets                      1,264,303        1,224,037
                                           ----------       ----------

  Property:
   Property owned                           1,750,063        1,597,459
   Property leased                             89,863           89,028
                                           ----------       ----------
     Property-net                           1,839,926        1,686,487
  Other assets                                219,825          231,217
                                           ----------       ----------
  Total Assets                             $3,324,054       $3,141,741
                                           ==========       ==========




                  See Notes to Quarterly Report on Page 8.

                                      5





               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

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

                                            Dec. 4, 1999   Feb. 27, 1999
                                           --------------  -------------
                                             (Unaudited)
LIABILITIES & SHAREHOLDERS' EQUITY
----------------------------------

  Current liabilities:
   Current portion of long-term debt       $    2,906       $    4,956
   Current portion of obligations under
     capital leases                            11,854           11,483
   Accounts payable                           622,308          557,318
   Book overdrafts                            145,386          160,288
   Accrued salaries, wages and benefits       148,862          152,107
   Accrued taxes                               52,370           54,819
   Other accruals                             210,407          193,092
                                           ----------       ----------
  Total current liabilities                 1,194,093        1,134,063
                                           ----------       ----------
  Long-term debt                              836,219          728,390
                                           ----------       ----------
  Obligations under capital leases            115,079          115,863
                                           ----------       ----------
  Deferred income taxes                        47,895           23,309
                                           ----------       ----------
  Other non-current liabilities               293,321          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                                 (471)               -
   Accumulated other comprehensive loss       (66,272)         (69,039)
   Retained earnings                          408,722          413,034
                                           ----------       ----------
   Total shareholders' equity                 837,447          837,257
                                           ----------       ----------
   Total liabilities and shareholders'
     equity                                $3,324,054       $3,141,741
                                           ==========       ==========


                  See Notes to Quarterly Report on Page 8.

                                      6



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

                                                       40 Weeks Ended
                                                Dec. 4, 1999    Dec. 5, 1998
                                               --------------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                    $  7,186          $21,386
  Adjustments to reconcile net income
  to cash provided by operating activities:
    Store/Facilities exit charge and asset
      write-off                                   11,953           11,427
    Depreciation and amortization                176,608          181,442
    Deferred income tax provision (benefit)        4,975           (3,249)
    (Gain) loss on disposal of owned property     (1,297)           3,939
    (Increase)decrease in receivables            (17,290)           9,386
    Increase in inventories                      (14,763)         (72,706)
    Increase in prepaid expenses
      and other current assets                       410            2,336
    (Increase) decrease in other assets           (5,200)           4,826
    Increase in accounts payable                  57,883          108,858
    (Decrease) increase in accrued salaries,
      wages and benefits                          (6,520)           1,432
    (Decrease) increase in accrued taxes          (2,449)           4,125
    (Decrease) increase in other accruals
      and other liabilities                       (9,897)          25,263
    Other operating activities, net               (1,744)          (3,188)
                                               ---------        ---------
Net cash provided by operating activities        199,855          295,277
                                               ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for property                     (367,822)        (307,875)
  Proceeds from disposal of property              75,422            6,297
                                               ---------        ---------
Net cash used in investing activities           (292,400)        (301,578)
                                               ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in short-term debt                      (4,100)         (22,500)
  Proceeds under revolving lines of credit       125,027          415,000
  Payments on revolving lines of credit         (215,103)        (300,000)
  Proceeds from long-term borrowings             200,157            3,642
  Payments on long-term borrowings                (3,942)          (6,507)
  Principal payments on capital leases            (8,951)          (9,274)
  Deferred financing fees                         (6,298)               -
  Increase (decrease) in book overdrafts         (15,944)           7,098
  Proceeds from stock options exercised            1,555              988
  Cash dividends                                 (11,498)         (11,483)
                                               ---------        ---------
Net cash provided by financing activities         60,903           76,964
Effect of exchange rate changes on
  cash and short-term investments                    816           (2,651)
                                               ---------        ---------
NET (DECREASE) INCREASE IN CASH AND
   SHORT-TERM INVESTMENTS                        (30,826)          68,012

CASH AND SHORT-TERM INVESTMENTS
  AT BEGINNING OF PERIOD                         136,810           70,937
                                               ---------        ---------
CASH AND SHORT-TERM INVESTMENTS
  AT END OF PERIOD                              $105,984         $138,949
                                               =========        =========

                  See Notes to Quarterly Report on Page 8.

                                      7
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 ------------------------------------------

1)   BASIS OF PRESENTATION

   The  consolidated financial statements as of and for the 40 week  periods
   ended  December 4, 1999 and December 5, 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  herein.   Interim  results  are   not
   necessarily indicative of results for a full year.

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

   This  Form  10-Q  should  be  read  in  conjunction  with  the  Company's
   consolidated financial statements and notes incorporated by reference  in
   the fiscal 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 40 week  periods  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 40 week period ended December 4,  1999,  the
   income tax expense of $7.6 million is comprised of a U.S. tax benefit  of
   approximately  $4.1 million offset by a Canadian tax provision  of  $11.7
   million.   For the 40 week period ended December 5, 1998, the income  tax
   provision  reflects primarily 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 40 week period of
   fiscal  1998, the Company reversed $8.9 million of the Canadian valuation
   allowance.


3) FOOD BASICS FRANCHISING

   As  of  December  4,  1999, the Company served 62 Food Basics  franchised
   stores  in  Canada.  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  $383
   million  and  $296 million for the 40 week periods 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,
   mainly  representing the reimbursement of costs incurred to provide  such
   services.
                                      8



   Included   in   other   assets  are  Food  Basics  franchising   business
   receivables,  net  of  allowance  for  doubtful  accounts,  amounting  to
   approximately  $45.7 million and $36.4 million at December  4,  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  $2.3  million and $2.1 million are  included  in  accounts
   receivable at December 4, 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  balance  sheet  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.

                                      9



   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.

   As  of February 27, 1999, the Company had 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  charge  in
   the  fourth  quarter of fiscal 1998 of approximately $215  million.   This
   $215  million charge consisted 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 of 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 in 1998 due to changes in estimates  of  pension
   withdrawal  liabilities  and fixed asset write-downs  from  the  time  the
   original charge was recorded.

   In  addition  to  the charges recorded in 1998, there  are  other  charges
   related  to  the  plan  which could not be accrued at  February  27,  1999
   because they did not meet the criteria for accrual under EITF 94-3.   Such
   costs  will be expensed as incurred as the plan is executed.   In  the  40
   week  period  of  fiscal 1999, the Company recorded an  additional  pretax
   charge of $11 million for severance relating to the 132 stores.


                                     10



   The  severance  charges of all the above items totaled  approximately  $26
   million,  resulting from the termination of 2,352 employees.  The  Company
   paid  $15  million  of these severance costs as of December  4,  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,  at  the  time  of  the
   announcement, the Company recorded a fiscal 1999 first quarter net  pretax
   charge  of approximately $5 million. This charge is comprised of severance
   of  $6  million, future lease commitments of $11 million,  net  of  a  $12
   million  gain  related to the disposition of fixed and intangible  assets.
   The   net   charge   is   included  in  "Store  operating,   general   and
   administrative  expense".   The  Company paid  $4  million  of  the  total
   severance charge related to the Atlanta exit as of December 4, 1999  which
   resulted  from  the  termination of 1,002  employees.   The  remaining  $2
   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   Addi-     Utiliz-      Adjust-    December
(in thousands)         28, 1999   tion (1)  ation        ment (2)   4, 1999
--------------         --------  -------   --------      --------   --------
Store Occupancy        $114,532  $14,355   $ (2,400)(3)  $(22,195)  $104,292
Fixed Assets                  -        -       (295)          295          -
Severance and Benefits   10,066   16,310    (18,960)            -      7,416
Facilities Occupancy      4,038    3,188     (2,733)            -      4,493
                       --------  -------   --------      --------   --------
  Total                $128,636  $33,853   $(24,388)     $(21,900)  $116,201
                       ========  =======   ========      ========   ========


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

(2) At each balance sheet date, Management assesses the adequacy of the
    reserve balance to determine if any adjustments are required as a result
    of changes in circumstances and/or estimates.  The Company has made
    favorable progress to date in marketing and subleasing the closed
    stores.  As a result, in the 12 and 40 week periods ended December 4,

                                     11



    1999, the Company recorded a net reduction in "Store operating, general
    and administrative expense" of $21.9 million to reverse a portion of the
    $215 million restructuring charge recorded in fiscal 1998.  This amount
    represents a $22.2 million reduction in "Store operating, general and
    administrative expense" for lower store occupancy costs resulting
    primarily from earlier than anticipated lease terminations and
    subleases.  The credit is partially offset by $0.3 million of additional
    fixed asset write-downs resulting from lower than anticipated proceeds
    from the sale of fixed assets.

    Based upon current available information, Management evaluated the
    reserve balance as of December 4, 1999 and has concluded that it is
    adequate.

(3) Store occupancy utilization is comprised of $21.7 million of lease and
    other occupancy payments for the period, net of $19.3 million of net
    proceeds on the assignment of leases which was considered in the
    original charge recorded during fiscal 1998.

As of December 4, 1999, the Company closed all 34 stores in the Atlanta,
Georgia market and 126 of the 132 other stores, including all 31 stores in
the Richmond, Virginia market.  The remaining 6 stores will be closed by the
end of fiscal 1999.

At December 4, 1999, $45.4 million of the reserve is included in "Other
accruals" and $70.8 million is included in "Other non-current liabilities" in
the accompanying Consolidated Balance Sheet.

Included in the accompanying Statement of Consolidated Operations are the
operating results of the 132 underperforming stores and the 34 Atlanta
stores which the Company has exited.  The operating results of these stores
for the 12 and 40 week periods ended December 4, 1999 and December 5, 1998
are as follows:


(in thousands)      12 Weeks Ended         40 Weeks Ended
--------------    -------------------    -------------------
                   Dec. 4,    Dec. 5,     Dec. 4,     Dec. 5,
                     1999       1998        1999        1998
                  --------   --------    --------    --------
Sales             $13,451    $251,818    $198,473    $853,867
                  ========   ========    ========    ========
Operating Loss    $(3,559)   $ (8,029)   $(29,690)   $(26,100)
                  =======    ========    ========    ========

                                     12



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 in the Company's Fiscal 1998
Annual Report.  The Company measures segment performance based upon
operating profit.


Interim information on segments is as follows:

(in thousands)

40 Week Period
Fiscal 1999
------------------                U.S.           Canada           Total
                                           --------------------
                                 Retail    Retail     Wholesale   Company
                               ----------  ---------- --------- ----------
Sales                          $6,105,177  $1,242,099 $382,954  $7,730,230
Depreciation and amortization     155,528      21,080        -     176,608
Operating income                   41,843      18,164   12,735      72,742
Interest expense                  (52,199)    (10,413)       -     (62,612)
Interest income                       293       1,957    2,358       4,608
(Loss) income before taxes        (10,063)      9,708   15,093      14,738
Total assets                    2,703,497     551,700   68,857   3,324,054
Capital expenditures              315,340      52,482        -     367,822





                                     13



40 Week Period
Fiscal 1998
-------------------               U.S.           Canada           Total
                                           --------------------
                                 Retail    Retail     Wholesale   Company
                               ----------  ---------  --------- ----------
Sales                          $6,306,935  $1,150,289 $295,811  $7,753,035
Depreciation and amortization     163,265      18,177        -     181,442
Operating income                   45,853      16,943    8,339      71,135
Interest expense                  (43,112)     (9,913)       -     (53,025)
Interest income                       602       2,081    2,503       5,186
Income before taxes                 3,343       9,111   10,842      23,296
Total assets                    2,718,664     430,248   54,794   3,203,706
Capital expenditures              259,736      48,139        -     307,875


7) LITIGATION

Reference should be made to Item 1, "Legal Proceedings" in Part II of this
Quarterly Report for an update on litigation matters.


                                     14





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

                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                       12 WEEKS ENDED DECEMBER 4, 1999
                      ---------------------------------
OPERATING RESULTS

Sales  for  the  third  quarter ended December  4,  1999  of  $2.33  billion
decreased  approximately  $12 million or 0.5%  from  the  prior  year  third
quarter  amount.  The decrease is attributable to the closure of 212 stores,
excluding  replacement stores, since the beginning of the third  quarter  of
fiscal  1998,  which reduced total sales by approximately $283  million,  as
well  as  a  decrease in sales of $4 million in the Company's Compass  Foods
Division.   The  decrease is partially offset by 55  new  stores,  excluding
replacement stores, since the beginning of the third quarter of fiscal  1998
which  added  approximately $158 million to sales in the  third  quarter  of
fiscal  1999.   In  addition, wholesale sales to the Food Basics  franchised
stores  increased  $29  million, exclusive of  the  Canadian  exchange  rate
effect.  An  increase in the Canadian exchange rate improved  third  quarter
fiscal  1999  sales  by $21 million.  In addition, same store  sales  ("same
store  sales"  referred to herein include replacement stores) increased  $67
million from the same period last year.

Average  weekly  sales  per supermarket were approximately  $247,100  versus
$209,900 for the corresponding period of the prior year resulting in a 17.7%
increase.  Same store sales for Canadian operations increased 5.4% from  the
prior year and same store sales for U.S. operations increased 3.6% from  the
prior year.

Gross margin as a percent of sales increased to 29.00% for the third quarter
of  fiscal 1999 from 28.99% for the third quarter of fiscal 1998.  The gross
margin  dollar decrease of approximately $3 million resulted from a decrease
in  sales  volume, which impacted gross margin by $14 million, exclusive  of
the  effect  of the change in the Canadian exchange rate.  The  decrease  is
partially offset by an increase of $6 million from an increase in the  gross
margin  rate  as well as an increase of $5 million from the  effect  of  the
change  in  the  Canadian exchange rate.  The U.S. operations  gross  margin
decreased  $19  million, comprised of a decrease of $28  million  due  to  a
decrease in sales volume, partially offset by an increase of $9 million  due
to  an  increase  in the gross margin rate.  The Canadian  operations  gross
margin increased $16 million, comprised of an increase of $14 million due to
an  increase in sales volume and an increase of $5 million due to the effect
of  the change in the Canadian exchange rate, partially offset by a decrease
of $3 million from a decrease in the gross margin rate.

                                     15



Store  operating,  general and administrative expense decreased  $61  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  as well as a net decrease in charges relating  to  the  exit
programs.  In the third quarter of 1999, the Company recorded a net credit of
$5.2  million representing a $21.9 million reversal of Project Great  Renewal
charges  originally recorded in 1998, partially offset by  $16.7  million  of
costs related to the exit plans.  The net credit of $5.2 million compares  to
a  special charge of $30.6 million for strategic initiatives recorded in  the
corresponding period of 1998.

As  of December 4, 1999, the Company closed 126 of the 132 stores identified
as part of Project Great Renewal and 34 stores relating to the Atlanta store
exit  program.  The remaining 6 stores will be closed by the end  of  fiscal
1999.   Further,  during  the fourth quarter of  fiscal  1999,  the  Company
expects  to  incur pretax losses relating to Project Great  Renewal  ranging
between  $20  and  $25  million which are not  currently  accruable.   These
amounts include operating losses of the remaining 6 stores prior to closure,
employee  termination costs which have not been communicated to the affected
employees  as  of December 4, 1999, and costs related to the  conversion  of
stores to the Food Basics format.

Interest expense increased $4 million 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 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 third quarter ended December 4, 1999  was
$37 million compared to a loss of $16.4 million for the comparable period in
the  prior  year  for an increase of $53.4 million.  The  higher  income  is
attributable principally to a reduction in occupancy and labor expenses as a
result  of  store  closings and a net credit in fiscal  1999,  as  discussed
above, compared to a charge in fiscal 1998 related to initiatives under  the
Company's Project Great Renewal, partially offset by an increase in interest
expense.

The income tax expense recorded in the third 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  third
quarter of fiscal 1999 was 42.4%.  The third 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 third quarter of fiscal 1998, the  Canadian
operations generated pretax earnings and reversed a portion of the valuation
allowance in the amount of $1.2 million.  Although Canada generated pretax


                                     16


earnings  in  the  third quarter of fiscal 1998, at December  5,  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.


                                     17



                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                       40 WEEKS ENDED DECEMBER 4, 1999
                      ---------------------------------

OPERATING RESULTS

Sales  for  the  40 weeks ended December 4, 1999 of $7.73 billion  decreased
approximately  $23  million or 0.3% from the prior year.   The  decrease  is
attributable  to  the  closure of 242 stores, excluding replacement  stores,
since the beginning of the first quarter of fiscal 1998, which reduced total
sales  by approximately $837 million, as well as a decrease in sales of  $13
million  in the Company's Compass Foods Division.  The decrease is partially
offset  by  62 new stores, excluding replacement stores, since the beginning
of  the first quarter of fiscal 1998, which added approximately $457 million
to sales in the 40 week period of fiscal 1999.  In addition, wholesale sales
to the Food Basics franchised stores increased $85 million, exclusive of the
effect  of the Canadian exchange rate.  An increase in the Canadian exchange
rate improved sales by $5 million in the 40 week period of fiscal 1999.   In
addition, same store sales increased $280 million from the same period  last
year.

Average  weekly  sales  per supermarket were approximately  $241,100  versus
$206,800 for the corresponding period of the prior year resulting in a 16.6%
increase.  Same store sales for Canadian operations increased 6.7% from  the
prior  year while same store sales for U.S. operations increased  4.1%  from
the prior year.

Gross margin as a percent of sales decreased 30 basis points to 28.58%  from
28.88%  for  the prior year. Margins were negatively impacted by 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 $30 million resulted  from
a  decrease in sales volume, which impacted gross margin by $20 million, and
a  decrease of $11 million from the decrease in the gross margin rate.   The
decrease  was partially offset by an increase of $1 million from the  effect
of  the  change  in  the Canadian exchange rate.  The U.S. operations  gross
margin  decrease  of $63 million resulted from a decrease in  sales  volume,
which  impacted gross margin by $61 million, and a decrease  of  $2  million
from  a  decrease  in the gross margin rate.  The Canadian operations  gross
margin  increase of $33 million resulted from an increase in  sales  volume,
which impacted gross margin by $41 million, and an increase of $1 million
from  the effect  of  the  change  in the Canadian exchange rate.   The
decrease  was partially  offset by a decrease of $9 million from a decrease
in  the  gross margin rate.

Store operating, general and administrative expense decreased $32 million  or
33  basis  points to 27.64% from 27.97% in the corresponding  period  of  the
prior year.  The decrease is due principally to a reduction in occupancy  and
labor expenses as a result of store closings, partially offset by an increase
in net charges for strategic initiatives of $66 million.  In the fiscal  1999
40 week period, the Company included net charges of $100.7 million in store


                                     18


operating, general and administrative expense representing $122.6 million  of
costs  related to the Project Great Renewal and Atlanta exit plans, partially
offset  by  a  $21.9  million  reversal  of  Project  Great  Renewal  charges
originally  recorded  in 1998.  The significant costs in  the  Project  Great
Renewal  plan  are  severance of $11 million which could not  be  accrued  in
fiscal  1998  because  it  did  not  meet  the  criteria  under  EITF   94-3,
professional  fees of $14 million associated with the implementation  of  the
store  exit  program, transitionally higher labor costs of  $10  million  and
costs  of  $10 million for the conversion of additional stores  to  the  Food
Basics format.  The costs of exiting the Atlanta market consists of severance
of  $6  million  and  store  occupancy cost  of  $11  million  which  relates
principally to the present value of future lease obligations, net  of  a  $12
million  gain  that  resulted from the disposition of  fixed  and  intangible
assets.   The  net  special charge of $100.7 million compares  to  a  special
charge   of  $34.7  million  for  strategic  initiatives  recorded   in   the
corresponding period of 1998.

Interest  expense  for  the  40  weeks  ended  December  4,  1999  increased
approximately $10 million 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 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 40 week period ended December 4, 1999 was
approximately  $15  million compared to approximately $23  million  for  the
comparable  period  in  the prior year for a decrease  of  approximately  $8
million.   The  lower  income  is  attributable  to  initiatives  under  the
Company's  Project Great Renewal, exiting the Atlanta market  in  the  first
quarter of fiscal 1999, an increase in interest expense, partially offset by
the effects of a reduction in occupancy and labor expenses relating to store
closings.

The  income  tax  expense recorded for the 40 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
40  week period of fiscal 1999 was 51.2%.  The 40 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 40 week period of fiscal  1998,
the Canadian operations generated pretax earnings and reversed a portion  of
the  valuation  allowance  in the amount of $8.9 million.   Although  Canada
generated  pretax  earnings during the 40 week period  of  fiscal  1998,  at
December  5,  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.


                                     19



LIQUIDITY AND CAPITAL RESOURCES

The  Company  ended the third quarter with working capital  of  $70  million
compared  to  $90 million at the beginning of the fiscal year.  The  Company
had  cash and short-term investments aggregating $106 million at the end  of
the  third quarter of fiscal 1999 compared to $137 million as of fiscal 1998
year  end.   Short-term investments were approximately $9  million  and  $25
million  at  December  4,  1999 and February 27,  1999,  respectively.   The
decrease in working capital is also attributable to the increase in accounts
payable,  primarily driven by increased purchases due to  seasonality.   The
working  capital  decrease is partially offset by  an  increase  in  prepaid
expenses  and  other  assets due to a change in classification  in  deferred
taxes from long-term to short-term.

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  a
U.S.  portion amounting to $465 million and a Canadian portion amounting  to
C$50  million  (U.S. $34 million at December 4, 1999).  As  of  December  4,
1999, the Company had approximately $44 million outstanding borrowings under
the  Credit Agreement.  Accordingly, as of December 4, 1999, the Company had
$455  million  available under the Credit Agreement.  Borrowings  under  the
agreement during the 40 week period were subject to interest at the weighted
average rate of 5.5%.

In  addition  to  the Credit Agreement, the Company has various  uncommitted
lines of credit with several banks totaling $179 million.  As of December 4,
1999, the Company had $19 million outstanding and $160 million available  in
uncommitted lines of credit.

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 December 4, 1999.

The  Company's existing senior debt rating was BBB- with Standard  &  Poor's
Ratings Group and Ba1 with Moody's Investors Service as of December 4, 1999.
Rating  changes could affect the availability and cost of financing  to  the
Company.

For  the  40  weeks  ended  December 4, 1999, capital  expenditures  totaled
approximately $368 million, which included 46 new stores and 54 remodels and
enlargements.   Currently, the Company expects fiscal 1999  planned  capital
expenditures of approximately $485 million.

                                     20


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 the remainder
of fiscal 1999.


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 December  4,
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
as  interest  is  based  on LIBOR.  As of December 4,  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
changes  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 $5.7 million and $6.9
million  as of December 4, 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 December 4, 1999 and $6.5  million
at December 5, 1998.



                                     21



Year 2000 Compliance

The  Company  reviewed the entire range of its operations relating  to  Year
2000  issues.   Remediation and testing are complete  for  both  information
technology ("IT") and non-IT mission critical areas that required  attention
and  resources to be Year 2000 compliant.  Although the change in  date  has
occurred,  it is not possible to conclude that all aspects of the Year  2000
issue that may affect the Company, including those relating to vendors, have
been  resolved.   However,  to date, the Company  has  not  experienced  any
significant disruptions in its operations relating to Year 2000 issues.

The  costs to address the Company's Year 2000 issues were approximately  $10
million.  Substantially all of these costs have been incurred as of December
4, 1999.

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


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 potential Year 2000 processing issues in a timely manner.




                                     22



               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

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


Item 1.  Legal Proceedings
         -----------------
         On  January 13, 2000, the Attorney General of the State of New York
         filed  an  action  in New York Supreme Court, County  of  New  York
         against  the Company, its subsidiary Shopwell, Inc., et.  al.,  The
         People of the State of New York v. Chelsea Trucking Inc., et.  al.,
         Index No. 00400176.  The complaint alleges that defendants violated
         certain New York statutes and regulations by failing to pay minimum
         and  overtime wages to individuals who deliver groceries at a  Food
         Emporium  store in New York City and by making improper  deductions
         from  wages  paid  to  those individuals.  The  complaint  seeks  a
         determination   that   defendants  have  willfully   violated   the
         applicable state law, an unspecified amount of restitution  of  all
         underpayments  resulting from such violations,  an  injunction  and
         costs.

         On  January  13, 2000, a purported class action lawsuit  was  filed
         against  the Company, its subsidiary Shopwell, Inc., and others  in
         the  United States District Court for the Southern District of  New
         York,  Faty  Ansoumana, et. al. v. Gristedes Operating  Corp.,  et.
         al.,  00  Civ. 0253.  Plaintiffs bring the action on behalf  of  an
         alleged  class consisting of all persons who worked for  defendants
         as  delivery  persons and/or dispatchers at any time after  January
         13,  1994.  Plaintiffs allege that defendants violated the  Federal
         Labor  Standards Act and the New York Labor Law by failing  to  pay
         minimum  and overtime wages, and by retaliating against individuals
         who  complained  about  such violations.   The  complaint  seeks  a
         declaration  that defendants have violated applicable  federal  and
         state  laws,  an  award of an unspecified amount of  unpaid  wages,
         liquidated damages under 29 U.S.C. Section 216, interest and costs,
         including attorneys' fees.

         The  Company plans to vigorously defend both claims, on the ground,
         among  others, that the individuals in question were not  employees
         of the Company.




                                     23



         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
         -----------------
         None.




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




                                     24





               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 18, 2000   By:        /s/ Kenneth A. Uhl
                             ---------------------------------------
                               Kenneth A. Uhl, Vice President and
                                Controller (Chief Accounting Officer)





                                     25