Conformed Copy
                                      
                                      
                                  FORM 10-Q
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                      
              Quarterly Report Pursuant to Section 13 or 15(d)
                                      
                   of the Securities Exchange Act of 1934
                                      
For Quarter Ended June 14, 1997             Commission File Number 1-4141

                 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                 ----------------------------------------------
                                      
             (Exact name of registrant as specified in charter)
       Maryland                                         13-1890974
       --------                                         ----------
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)


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


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

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


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

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

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

            Class                      Outstanding at June 14, 1997
            -----                      ----------------------------

Common stock - $1 par value                       38,248,966 shares
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                       PART I.  FINANCIAL INFORMATION
                                      
ITEM 1.  FINANCIAL STATEMENTS

          STATEMENTS OF CONSOLIDATED OPERATIONS & RETAINED EARNINGS
                (Dollars in thousands, except share amounts)
                                 (Unaudited)
                                      
                                            16 Weeks Ended
                                       June 14,         June 15,
                                         1997             1996
                                      ----------       ----------

Sales                                 $3,104,591       $3,092,554
Cost of merchandise sold             (2,220,375)      (2,195,774)
                                      ----------       ----------
Gross margin                             884,216          896,780
Store operating, general and
 administrative expense                (831,210)        (844,037)
                                      ----------       ----------
Income from operations                    53,006           52,743
Interest expense, net                   (22,153)         (20,771)
                                      ----------       ----------
Income before income taxes                30,853           31,972
Provision for income taxes               (8,066)         (10,093)
                                      ----------       ----------
Net income                                22,787           21,879
Retained earnings at
 beginning of period                     447,768          382,380
Cash dividends                           (3,825)          (1,911)
                                      ----------       ----------
Retained earnings at
 end of period                        $  466,730       $  402,348
                                      ==========       ==========
Earnings per share:

 Net income                           $      .60       $      .57
                                      ==========       ==========

Cash dividends                        $      .10       $      .05
                                      ==========       ==========

Weighted average number of
  common and common equivalent
  shares outstanding                  38,252,722       38,295,144
                                      ==========       ==========

                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                  See Notes to Quarterly Report on Page 5.
                                      
                                    - 1 -
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                         CONSOLIDATED BALANCE SHEETS
                         ---------------------------
                            (Dollars in thousands)
                                      
                                          June 14, 1997    Feb. 22, 1997
                                          -------------    -------------
                                           (Unaudited)
ASSETS
------
  Current assets:
   Cash and short-term investments        $   173,894       $   98,830
   Accounts receivable                        225,611          213,888
   Inventories                                899,008          881,288
   Prepaid expenses and other assets           45,462           37,373
                                           ----------       ----------
     Total current assets                   1,343,975        1,231,379
                                           ----------       ----------

  Property:
   Property owned                           1,496,599        1,486,504
   Property leased                             99,782          103,474
                                           ----------       ----------
     Property-net                           1,596,381        1,589,978
  Other assets                                174,515          181,315
                                           ----------       ----------
  Total Assets                             $3,114,871       $3,002,672
                                           ==========       ==========


                                      











                                      






                  See Notes to Quarterly Report on Page 5.
                                      
                                     -2-
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                         CONSOLIDATED BALANCE SHEETS
                         ---------------------------
                           (Dollars in thousands)

                                           June 14, 1997   Feb. 22, 1997
                                           --------------  -------------
                                             (Unaudited)
LIABILITIES & SHAREHOLDERS' EQUITY
----------------------------------

  Current liabilities:
   Current portion of long-term debt         $  8,690       $   18,290
   Current portion of obligations under
     capital leases                            12,706           12,708
   Accounts payable                           494,361          468,808
   Book overdrafts                            152,103          182,305
   Accrued salaries, wages and benefits       143,073          146,737
   Accrued taxes                               61,561           52,269
   Other accruals                             136,997          134,888
                                           ----------       ----------
     Total current liabilities              1,009,491        1,016,005
                                           ----------       ----------

  Long-term debt                              804,020          701,609
                                           ----------       ----------
  Obligations under capital leases            133,369          137,886
                                           ----------       ----------
  Deferred income taxes                       113,106          113,188
                                           ----------       ----------
  Other non-current liabilities               146,449          143,912
                                           ----------       ----------
  Commitments & contingencies
  Shareholders' equity:
   Preferred stock--no par value;
     authorized--3,000,000 shares;
     issued--none                                   -                -
   Common stock--$1 par value; authorized--
     80,000,000 shares; issued and
       outstanding
     38,248,966 and 38,247,716,
       respectively                            38,249           38,247
   Capital surplus                            453,784          453,751
   Cumulative translation adjustment          (50,327)         (49,694)
   Retained earnings                          466,730          447,768
                                           ----------       ----------
   Total shareholders' equity                 908,436          890,072
                                           ----------       ----------
   Total liabilities and shareholders'
     equity                                $3,114,871       $3,002,672
                                           ==========       ==========
                  See Notes to Quarterly Report on Page 5.
                                      
                                     -3-
                                      
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Dollars in thousands)
                                 (Unaudited)
                                      
                                                       16 Weeks Ended
                                               June 14, 1997   June 15, 1996
                                               --------------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                    $ 22,787         $ 21,879
  Adjustments to reconcile net income
   to cash provided by operating activities:
    Depreciation and amortization                 71,439           69,558
    Deferred income tax provision                  5,541            5,989
    Loss on disposal of owned property             1,013               52
    (Increase)decrease in receivables            (6,272)           11,610
    Increase in inventories                     (19,281)         (18,579)
    Increase in prepaid expenses and
      other current assets                      (13,775)          (7,417)
    (Increase) decrease in other assets             640           (8,936)
    Increase in accounts payable                 26,460           42,402
    Decrease in accrued salaries,
      wages and benefits                         (3,329)          (1,873)
    Increase in accrued taxes                     9,324            4,156
    Increase (decrease)in other accruals
      and other liabilities                       7,158           (2,858)
    Other operating activities, net                 127              99
                                               ---------        ---------
Net cash provided by operating activities       101,832          116,082
                                               ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for property                     (83,221)         (93,233)
  Proceeds from disposal of property              1,823            8,815
                                               ---------        ---------
Net cash used in investing activities           (81,398)         (84,418)
                                               ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in short-term debt                   (101,516)          10,577
  Proceeds under revolving lines of
    credit and long-term borrowings             305,696            6,646
  Payments on revolving lines of
    credit and long-term borrowings            (109,714)         (23,575)
  Increase(decrease)in book overdrafts          (29,654)           4,117
  Principal payments on capital leases           (3,825)          (4,034)
  Deferred financing fees                        (2,434)               -
  Cash dividends                                 (3,825)          (1,911)
  Proceeds from stock options exercised              35                -
                                               ---------        ---------
Net cash provided by (used in)
  financing activities                           54,763           (8,180)
                                               ---------        ---------
Effect of exchange rate changes on
  cash and short-term investments                  (133)             144
                                               ---------        ---------
NET INCREASE IN CASH AND
   SHORT-TERM INVESTMENTS                         75,064           23,628

Cash and Short-Term Investments
  at Beginning of Period                          98,830           99,772
                                               ---------        ---------
CASH AND SHORT-TERM INVESTMENTS
  AT END OF PERIOD                             $ 173,894        $ 123,400
                                               =========        =========

                  See Notes to Quarterly Report on Page 5.
                                      
                                     -4-
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                          NOTES TO QUARTERLY REPORT
                          -------------------------

1) BASIS OF PRESENTATION

   The  consolidated financial statements for the 16 weeks  ended  June  14,
   1997  and  June 15, 1996 are unaudited, and in the opinion of management,
   all  adjustments  necessary  for a fair presentation  of  such  financial
   statements have been included.  Such adjustments consisted only of normal
   recurring  items.   Interim  results are not  necessarily  indicative  of
   results for a full year.

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

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

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


2) INCOME  TAXES

   The  income tax provisions recorded in the first quarter of fiscal  years
   1997  and 1996 reflect the Company's estimated expected annual tax  rates
   applied to their respective domestic and foreign financial results.   The
   first  quarter  1997  and 1996 income tax provisions mainly  reflect  the
   taxes  on  U.S. income, as the Canadian income tax expense is principally
   offset  by  the  reversal of its deferred tax asset valuation  allowance.
   During  the first quarter of fiscal 1997 and 1996 the Canadian operations
   generated  pretax  earnings  and reversed  a  portion  of  the  valuation
   allowance  to  the  extent  of  such pretax  earnings.   Although  Canada
   generated  pretax earnings, the Company was unable to conclude  that  the
   Canadian  deferred tax assets are more likely than not  to  be  realized.
   Accordingly, at June 14, 1997 the Company is continuing to fully  reserve
   its  Canadian  net deferred tax assets. The valuation allowance  will  be
   adjusted  when and if, in the opinion of Management, significant positive
   evidence exists which indicates that it is more likely than not that  the
   Company will be able to realize its Canadian deferred tax assets.


3) OTHER  ASSETS

   Other  assets include notes receivable and equipment leases  relating  to
   the  Food  Basics  franchising business amounting to approximately  $38.7
   million  and  $40.2  million at June 14, 1997  and   February  22,  1997,
   respectively.


4) DEBT

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

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

   On  June  10,  1997,  the Company executed an unsecured  five  year  $465
   million  U.S.  credit  agreement and a five year  C$50  million  Canadian
   credit  agreement  (the " 1997 Credit Agreement")  with  a  syndicate  of
   banks,  enabling  it to borrow funds on a revolving basis  sufficient  to
   refinance  short-term borrowings.  This 1997 Credit Agreement replaced  a
   previous  five  year $400 million U.S. revolving credit agreement  and  a
   C$100  million revolving credit agreement dated December 12,  1995.   The
   1997  Credit  Agreement resulted in the Company obtaining lower  cost  of
   borrowing, reduced facility fees, and extended the maturity to June 2002.
   The  Company  currently intends to borrow up to $200 million against  the
   1997 Credit Agreement in order to repay at maturity $200 million in bonds
   due on January 15, 1998.


5) NEW   ACCOUNTING  PRONOUNCEMENT

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


6) SUBSEQUENT  EVENT

   On  June 23, 1997, the Company executed an agreement to sell 11 stores in
   North  Carolina  and  South  Carolina  to  a  supermarket  chain  in  the
   Southeast.  This transaction is expected to close in the third quarter of
   fiscal 1997.


                                     -5-
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
              ------------------------------------------------
                                      
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                        16 WEEKS ENDED JUNE 14, 1997
                        ----------------------------
OPERATING RESULTS

Sales  for  the first quarter ended June 14, 1997 of $3.1 billion  increased
$12 million or 0.4% from the prior year first quarter.  Contributing to this
increase is the opening of 23 stores in new market areas since the beginning
of fiscal 1996 which added approximately $73 million or 2.4% to sales in the
first  quarter  of fiscal 1997.  In addition, wholesale sales  to  the  Food
Basics  franchised stores increased $65 million or 188% to $100 million  for
the  16  weeks ended June 14, 1997, which increased total Company  sales  by
2.1%.   These  increases were partially offset by store  closures  and  same
store sales.  The closure of 74 stores, excluding replacement stores,  since
the beginning of fiscal 1996, reduced comparative sales by approximately $76
million  or  2.5%  in the first quarter of fiscal 1997.  In  addition,  same
store  sales  ("same  store sales" referred to herein  includes  replacement
stores) decreased 1.6% or $50 million from the same period last year.

Average  weekly  sales  per supermarket were approximately  $197,000  versus
$192,300 for the corresponding period of the prior year for a 2.4% increase.
Same  store sales for U.S. operations declined 1.7% from the prior year  and
for  the Canadian operations same store sales decreased 1.1% from the  prior
year.

Gross  margin  as a percent of sales decreased .52% to 28.48% in  the  first
quarter  of  fiscal 1997 from 29.00% for the first quarter of  fiscal  1996,
resulting  primarily  from the impact of the increase in  the  lower  margin
wholesale  sales to the Food Basics franchised stores.  The wholesale  sales
to  the  franchised stores represented 3.2% of total Company  sales  in  the
first quarter of 1997 as opposed to only 1.1% of total Company sales in  the
prior  year first quarter.  Excluding the effect of the wholesale  sales  to
the  franchised stores, the gross margin percentage increased .06% from  the
prior  year  to 29.35%.  The gross margin dollar decrease of $13 million  is
primarily  the result of the increased wholesale sales which  have  a  lower
margin than the retail sales.  The lower margin wholesale sales resulted  in
a  decrease in gross margin rates of $16 million which was partially  offset
by  the  wholesales  sales  volume increase which  impacted  margins  by  $5
million.  A lower Canadian exchange rate resulted in decreasing gross margin
by  $2  million.  The Canadian operations gross margin decreased $10 million
which  was  primarily the result of the wholesale sales  increase  from  the
prior  year.  The  U.S. gross margin decreased $3 million principally  as  a
result  of  a  decrease  in sales volume which had an impact  of  decreasing
margin by $5 million.

Store  operating, general, and administrative expense as a percent of  sales
decreased  .52% to 26.77% from 27.29% for the prior year resulting primarily
from the Food Basics franchise business.  The Food Basics franchise business
maintained expenses relatively flat while sales increased $65 million.

Interest  expense,  net  increased  $1.4 million  from  the  previous  year,
primarily  due  to  an increase in debt of approximately  $93  million.  The
increase in interest expense was partially offset by an increase in interest
income of $1.5 million from the prior year first quarter.  This increase was
the result of higher interest income on the equipment leases relating to the
Food  Basics  franchise business and higher interest  income  on  short-term
investments.





                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
              ------------------------------------------------

Income  before income taxes for the first quarter ended June  14,  1997  was
$30.9 million compared to $32 million for the comparable period in the prior
year for a decrease of approximately $1.1 million or 3.5%.  The decrease  is
mainly the result of lower gross margin of $12.6 million and higher interest
expense  of $1.4 million, partially offset by lower store operating, general
and administrative expenses of $12.9 million.


The income tax provisions recorded in the first quarter of fiscal years 1997
and  1996 reflects the Company's estimated expected annual tax rates applied
to  their  respective domestic and foreign financial results.  The effective
tax  rate for the first quarter of fiscal 1997 was 26.1% versus an effective
tax rate of 31.6% for the first quarter of fiscal 1996.  The decrease in the
effective  tax  rate is the result of the higher earnings  provided  by  the
Canadian  operations. The first quarter 1997 and 1996 income tax  provisions
mainly  reflect the taxes on U.S. income, as the Canadian income tax expense
is  principally offset by the reversal of its deferred tax asset   valuation
allowance.   During the first quarter of fiscal 1997 and 1996  the  Canadian
operations generated pretax earnings and reversed a portion of the valuation
allowance  to the extent of such pretax earnings.  Although Canada generated
pretax  earnings,  the  Company was unable to  conclude  that  the  Canadian
deferred  tax  assets are more likely than not to be realized.  Accordingly,
at June 14, 1997 the Company is continuing to fully reserve its Canadian net
deferred tax assets. The valuation allowance will be adjusted when  and  if,
in  the  opinion of Management, significant positive evidence  exists  which
indicates that it is more likely than not that the Company will be  able  to
realize its Canadian deferred tax assets.




LIQUIDITY AND CAPITAL RESOURCES


The  Company  ended the first quarter with working capital of  $334  million
compared  to $215 million at the beginning of the fiscal year.  The  Company
had  cash and short-term investments aggregating $174 million at the end  of
the  first quarter of fiscal 1997 compared to $99 million as of fiscal  1996
year  end.  Short-term investments were approximately $56 million  and  $0.1
million  at  June  14,  1997 and February 22, 1997, respectively,  and  were
primarily invested in commercial paper.


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

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








                                     -8-


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


In  addition  to  the 1997 Credit Agreement, the Company  also  has  various
uncommitted lines of credit with numerous banks.  As of June 14,  1997,  the
Company had no borrowings outstanding on the 1997 Credit Agreement or on the
uncommitted lines of credit.  Accordingly, as of June 14, 1997, the  Company
had  available  approximately $500 million on the 1997 Credit Agreement  and
various  amounts  in  uncommitted lines of credit.   The  Company  currently
intends  to  borrow up to $200 million against the 1997 Credit Agreement  in
order to repay at maturity $200 million in bonds due on January 15, 1998.

The  Company's  loan  agreements and certain of its  notes  contain  various
financial covenants which require among other things, minimum net worth  and
maximum  levels of indebtedness and lease commitments.  The Company  was  in
compliance with all such covenants as of June 14, 1997.

On  March 18, 1997, the Board of Directors increased the Company's quarterly
dividend from $0.05 to $0.10 per share which increased the dividend  payment
from $1.9 million in the first quarter of fiscal 1996 to $3.8 million in the
first quarter of fiscal 1997.

On  April  14, 1997, Standard & Poor's Ratings Group upgraded the  Company's
rating  to BBB- from it's previous rating of BB+.  This upgrade brought  the
Standard  &  Poor's rating in line with the Company's existing  senior  debt
rating  of Baa3 with Moody's Investor's Service.  A further change in either
of these ratings could affect the availability and cost of financing.

For  the  16  weeks  ended June 14, 1997, capital expenditures  totaled  $83
million,  which  included  9  new stores and 20 remodels  and  enlargements.
Currently, the Company expects to achieve its fiscal 1997 budgeted   capital
expenditures  of  approximately   $310 million.   Accordingly,  the  Company
expects   to  have  capital  expenditures  of  approximately  $227   million
throughout the remainder of fiscal 1997.

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













                                     -9-
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                         PART II.  OTHER INFORMATION
                         ---------------------------


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


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


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


Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------
         At its annual meeting of Shareholders, held on July 15, 1997, there
         were   35,024,173   shares  or  91.6%  of  the  38,248,966   shares
         outstanding and entitled to vote represented either in person or by
         proxy.

         The  11  Board of Directors nominated to serve for a one-year  term
         were  all  elected, with each receiving an affirmative vote  of  at
         least  98.9% of the shares present.  Deloitte & Touche LLP was  re-
         elected  as the Company's independent auditor by at least 99.8%  of
         the shares present.


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


Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
         On  June  12,  1997,  Form 8-K was filed with  the  Securities  and
         Exchange  Commission  with regard to the  Competitive  Advance  and
         Revolving  Credit Facilities Agreement dated as of  June  10,  1997
         between  The  Great Atlantic & Pacific Tea Company,  Inc.  and  The
         Great  Atlantic & Pacific Company of Canada, Limited  as  borrowers
         and a syndicate of banks.











                                    -10-
                                      
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.






SIGNATURES

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



                          THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.



Date: July 23, 1997       By:        /s/ Kenneth A. Uhl
                             ---------------------------------------
                               Kenneth A. Uhl, Vice President and
                                Controller (Chief Accounting Officer)


















                                    -11-