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 19, 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 June 19, 1999
            -----                      ----------------------------

Common stock - $1 par value                       38,324,966 shares

               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

                       PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                    STATEMENTS OF CONSOLIDATED OPERATIONS
         (Dollars in thousands, except share and per share amounts)
                                 (Unaudited)

                                            16 Weeks Ended
                                       June 19,         June 20,
                                         1999             1998
                                      ----------       ----------

Sales                                 $3,113,722       $3,078,386
Cost of merchandise sold              (2,242,133)      (2,192,073)
                                      ----------       ----------
Gross margin                             871,589          886,313
Store operating, general and
 administrative expense                 (881,299)        (842,082)
                                      ----------       ----------
(Loss) income from operations             (9,710)          44,231
Interest expense                         (24,394)         (21,032)
Interest income                            1,778            2,078
                                      ----------       ----------
(Loss) income before income taxes        (32,326)          25,277
Benefit (provision) for income taxes      12,780           (6,108)
                                      ----------       ----------
Net (loss) income                    $   (19,546)       $  19,169
                                      ==========       ==========
Earnings per share:
  Net income per share-basic
    and diluted                       $     (.51)      $      .50
                                      ==========       ==========

Weighted average number of
  common shares outstanding           38,319,015       38,252,966

Common stock equivalents                  94,442           88,161
Weighted average number of
  common and common equivalent        ----------       ----------
  shares outstanding                  38,413,457       38,341,127
                                      ==========       ==========











               See Notes to Consolidated Financial Statements

                                    - 1 -



               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

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

First Quarter FY 1999                                       Accumu-
---------------------                                       lated
                                                            Other
                                         Addi-              Compre-  Total
                                         tional             hensive  Share-
                         Common Stock    Paid-in  Retained  Income   holders'
                       Shares     Amount Capital  Earnings  (Loss)   Equity
                       --------- ------- -------  -------- --------  --------
Balance at beginning
  of period           38,290,716 $38,291 $454,971 $413,034 $(69,039) $837,257

Net Loss                                           (19,546)           (19,546)

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

Exercise of Stock
 Options                   34,250      34      901                        935

Cash Dividends
 ($.10 per share)                                    (3,829)           (3,829)
                       ---------- ------- -------- -------- -------- --------
Balance at end of
  period               38,324,966 $38,325 $455,872 $389,659 $(65,255)$818,601
                       ========== =======  ======== ======= ======== ========

First Quarter FY 1998
---------------------
Balance at beginning
  of period            38,252,966 $38,253 $453,894 $495,510 $(61,025 $926,632

Net Income                                           19,169            19,169

Other Comprehensive
 Income:
  Foreign Currency
    Translation
    Adjustment                                                 (5,901)  (5,901)

Cash Dividends
 ($.10 per share)                                     (3,825)           (3,825)
                       ----------  ------- --------  --------  -------- --------
Balance at end of
  period               38,252,966 $38,253 $453,894  $510,854 $(66,926)$936,075
                       ========== =======  =======  ======== ========  ========

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

                            First Quarter       First Quarter
                                  FY 1999             FY 1998
                            --------------      -------------
Net (Loss) Income              $(19,546)           $19,169
 Foreign Currency
  Translation
  Adjustment                      3,784             (5,901)
                               --------            -------
Total Comprehensive
 (Loss) Income                 $(15,762)           $13,268
                               ========            =======



               See Notes to Consolidated Financial Statements










                                     -3-




               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

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

                                          June 19, 1999    Feb. 27, 1999
                                          -------------    -------------
                                           (Unaudited)
ASSETS
------
  Current assets:
   Cash and short-term investments        $   126,259       $  136,810
   Accounts receivable                        173,836          204,700
   Inventories                                781,489          841,030
   Prepaid expenses and other assets           61,014           41,497
                                           ----------       ----------
     Total current assets                   1,142,598        1,224,037
                                           ----------       ----------

  Property:
   Property owned                           1,601,648        1,597,459
   Property leased                             86,965           89,028
                                           ----------       ----------
     Property-net                           1,688,613        1,686,487
  Other assets                                213,968          231,217
                                           ----------       ----------
  Total Assets                             $3,045,179       $3,141,741
                                           ==========       ==========






               See Notes to Consolidated Financial Statements

                                     -4-




               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

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

                                           June 19, 1999   Feb. 27, 1999
                                           --------------  -------------
                                             (Unaudited)
LIABILITIES & SHAREHOLDERS' EQUITY
----------------------------------

  Current liabilities:
   Current portion of long-term debt         $  4,243       $    4,956
   Current portion of obligations under
     capital leases                            11,669           11,483
   Accounts payable                           545,623          557,318
   Book overdrafts                            132,782          160,288
   Accrued salaries, wages and benefits       149,310          152,107
   Accrued taxes                               61,049           54,819
   Other accruals                             195,088          193,092
                                           ----------       ----------
     Total current liabilities              1,099,764        1,134,063
                                           ----------       ----------

  Long-term debt                              657,451          728,390
                                           ----------       ----------
  Obligations under capital leases            113,526          115,863
                                           ----------       ----------
  Deferred income taxes                        24,449           23,309
                                           ----------       ----------
  Other non-current liabilities               331,388          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 38,324,966 and
     38,290,716, shares, respectively          38,325           38,291
   Additional paid-in capital                 455,872          454,971
   Accumulative other comprehensive loss     (65,255)         (69,039)
   Retained earnings                          389,659          413,034
                                           ----------       ----------
   Total shareholders' equity                 818,601          837,257
                                           ----------       ----------
   Total liabilities and shareholders'
     equity                                $3,045,179       $3,141,741
                                           ==========       ==========
               See Notes to Consolidated Financial Statements

                                     -5-


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

                                                       16 Weeks Ended
                                               June 19, 1999   June 20, 1998
                                               --------------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                            $ (19,546)        $ 19,169
  Adjustments to reconcile net (loss) income
  to cash provided by operating activities:
    Store/Facilities exit charge and asset
      write-off                                   27,920                -
    Depreciation and amortization                 69,966           72,194
    Deferred income tax (benefit) provision      (16,397)           3,390
    Gain on disposal of owned property              (144)          (3,295)
    Decrease in receivables                       31,843            8,731
    Decrease (increase) in inventories            62,993           (3,055)
    Decrease in prepaid expenses
      and other current assets                     1,375            3,460
    Increase in other assets                        (791)          (2,115)
    (Decrease) increase in accounts payable      (14,300)          69,736
    Decrease in accrued salaries,
      wages and benefits                          (3,460)            (789)
    Increase in accrued taxes                      6,235            7,007
    (Decrease)increase in other accruals
      and other liabilities                       (3,696)           4,129
    Other operating activities, net               (1,875)          (1,758)
                                               ---------        ---------
Net cash provided by operating activities        140,123          176,804
                                               ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for property                     (103,009)        (107,030)
  Proceeds from disposal of property              58,460            5,010
                                               ---------        ---------
Net cash used in investing activities            (44,549)        (102,020)
                                               ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in short-term debt                     (23,100)          26,500
  Proceeds under revolving lines of credit        20,063          160,000
  Payments on revolving lines of credit          (67,000)        (180,000)
  Proceeds from long-term borrowings                   -            3,556
  Payments on long-term borrowings                (1,615)          (1,927)
  Principal payments on capital leases            (3,588)          (3,744)
  Decrease in book overdrafts                    (29,234)          (4,419)
  Proceeds from stock options exercised              935                -
  Cash dividends                                  (3,829)          (3,825)
                                               ---------        ---------
Net cash used in financing activities           (107,368)          (3,859)
Effect of exchange rate changes on
  cash and short-term investments                  1,243           (1,512)
                                               ---------        ---------
NET (DECREASE) INCREASE IN CASH AND
   SHORT-TERM INVESTMENTS                        (10,551)          69,413

CASH AND SHORT-TERM INVESTMENTS
  AT BEGINNING OF PERIOD                         136,810           70,937
                                               ---------        ---------
CASH AND SHORT-TERM INVESTMENTS
  AT END OF PERIOD                             $ 126,259        $ 140,350
                                               =========        =========

               See Notes to Consolidated Financial Statements

                                     -6-

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

1)   BASIS OF PRESENTATION

   The  consolidated financial statements for the 16 week period ended  June
   19,  1999  and  June  20,  1998 are unaudited,  and  in  the  opinion  of
   Management,  all  adjustments necessary for a fair presentation  of  such
   financial statements have been included.  Such adjustments consisted only
   of normal recurring items, except for the store and facilities exit costs
   discussed   in  Note  5  below.   Interim  results  are  not  necessarily
   indicative of results for a full year.

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

   This  Form  10-Q  should  be  read  in  conjunction  with  the  Company's
   consolidated financial statements and notes incorporated by reference  in
   the 1998 Annual Report on Form 10-K.

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


2) INCOME  TAXES

   The  income tax provisions recorded for the first quarter of 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 first quarter of fiscal 1999, the income tax benefit of $12.8 million
   relates  to taxes on U.S. and Canadian income.  For the first quarter  of
   fiscal  1998,  the income tax provision reflected mainly  taxes  on  U.S.
   operations  as the Canadian operation income tax expense was  principally
   offset  by  the  reversal of its deferred tax asset valuation  allowance.
   During  the  first  quarter  of fiscal 1998, the  Company  reversed  $4.9
   million  of  the  Canadian valuation allowance to  the  extent  that  the
   Canadian operation had taxable income.


3) FOOD BASICS FRANCHISING

   As of June 19, 1999, the Company served 57 Food Basics franchised stores.
   These franchisees are required to purchase inventory exclusively from the
   Company  which acts as a wholesaler to the franchisees.  The Company  had
   sales to these franchised stores of $144 million and $122 million for the
   16  week  period  ended in fiscal years 1999 and 1998, respectively.   In
   addition,  the Company subleases the stores and leases the  equipment  in
   the  stores to the franchisees.  The Company also provides merchandising,
   advertising,   accounting  and  other  consultative   services   to   the
   franchisees  for  which  it receives a fee which  mainly  represents  the
   reimbursement of costs incurred to provide such services.

                                     -7-
   Included   in   other   assets  are  Food  Basics  franchising   business
   receivables,  net  of  allowance  for  doubtful  accounts,  amounting  to
   approximately  $38.6  million and $36.4 million  at  June  19,  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  $2.6  million and $2.2 million are  included  in  accounts
   receivable at June 19, 1999 and February 27, 1999, respectively.

   The  repayment of the inventory notes and equipment leases are  dependent
   upon  positive operating results of the stores.  To the extent  that  the
   franchisees incur operating losses, the Company establishes an  allowance
   for  doubtful accounts.  The Company continually assesses the sufficiency
   of  the  allowance  on a store by store basis based  upon  the  operating
   losses  incurred  and the related collateral underlying the  amounts  due
   from  the  franchisees.  In the event of default  by  a  franchisee,  the
   Company  reserves the option to reacquire the inventory and equipment  at
   the store and operate the franchise as a corporate owned store.


4) NEW ACCOUNTING PRONOUNCEMENTS

   In  June  1998, the Financial Accounting Standards Board ("FASB")  issued
   Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
   for  Derivative Instruments and Hedging Activities" ("SFAS  133").   This
   Statement  requires that all derivative instruments be measured  at  fair
   value  and  recognized in the statement of financial position  as  either
   assets  or liabilities.  In addition, the accounting for changes  in  the
   fair value of a derivative (gains and losses) depends on the intended use
   of  the  derivative  and  the resulting designation.   For  a  derivative
   designated as a hedge, the change in fair value will be recognized  as  a
   component  of other comprehensive income; for a derivative not designated
   as  a  hedge,  the  change in the fair value will be  recognized  in  the
   statement  of  operations.   Currently, the Company  has  one  derivative
   instrument in the form of a cross-currency swap.

   In  June  1999, the FASB issued SFAS No. 137, "Accounting For  Derivative
   Instruments  And Hedging Activities - Deferral Of The Effective  Date  of
   FASB  Statement No. 133" which delays the adoption of SFAS  133  for  one
   year,  to fiscal years beginning after June 15, 2000.  The Company  plans
   to  adopt  SFAS 133 in the first quarter of fiscal 2001.  The Company  is
   currently  evaluating  the impact this pronouncement  will  have  on  the
   Consolidated Financial Statements.


5) STORE AND FACILITIES EXIT COSTS

   In May 1998, the Company initiated a vigorous assessment of all aspects
   of  its  business  operations in order to identify the factors  that  were
   impacting the performance of the Company.

                                     -8-



   As  a result of the above assessment, in the third quarter of fiscal 1998,
   the  Company decided to exit two warehouse facilities, a coffee plant  and
   a  bakery plant in Canada.  In connection with the exit plan, the  Company
   recorded a charge of approximately $11 million which was comprised  of  $7
   million  of  severance, $3 million of facilities occupancy costs  for  the
   period  subsequent to closure and $1 million to write-down the  facilities
   to  their  estimated fair value.  The Company has paid $5 million  of  the
   severance cost as of June 19, 1999, and expects the remainder to  be  paid
   by  the end of fiscal 1999.  As of June 19, 1999, the Company has incurred
   $2 million of occupancy costs.

   At  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  fourth
   quarter  charge  of approximately $215 million.  This $215 million  charge
   was  comprised  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  estimated fair value of the two properties which are held for sale. To
   the  extent  fixed assets included in those stores identified for  closure
   could be utilized in other continuing store locations, the Company has  or
   will  transfer such assets to those continuing stores.  To the extent such
   fixed  assets  cannot be transferred, the Company will  scrap  such  fixed
   assets  and,  accordingly,  the write-down  was  calculated  utilizing  an
   estimated scrap value for such assets. This fourth quarter charge of  $215
   million  was  reduced  by  approximately $2  million  due  to  changes  in
   estimates  of  pension withdrawal liabilities and fixed asset  write-downs
   from  the time the original charge was recorded.  In addition, there  were
   additional  charges  directly  related to the  plan  which  could  not  be
   accrued  in  1998,  but  will  be expensed as  incurred  as  the  plan  is
   executed.   In the first quarter of fiscal 1999, the Company  recorded  an
   additional  pretax charge of $8 million for severance.   The  Company  has
   paid  $6  million of the severance costs as of June 19, 1999  and  expects
   the remainder to be paid by the first quarter of fiscal 2000.

                                     -9-



   On  April  26, 1999, the Company announced that it had reached  definitive
   agreements to sell 14 stores in the Atlanta, Georgia market, two of  which
   were  previously  included  in  the  Company's  store  exit  program.   In
   conjunction with the sale, the Company decided to exit the entire  Atlanta
   market  and  close  the remaining 22 stores, as well as  the  distribution
   center  and  administrative office.  Accordingly, the Company  recorded  a
   fiscal  1999 first quarter net pre-tax charge of approximately $5 million.
   This  charge  is comprised of severance costs of $6 million, future  lease
   commitments  of  $11  million, net of a $12 million gain  related  to  the
   disposition  of fixed and intangible assets.  The net charge  is  recorded
   as "store operating, general and administrative expense".

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



                       Reserve                            Reserve
                       Balance                            Balance
                       at                                 at
                       Beginning                          End
                       of                                 of
(in thousands)         Period    Utilization  Addition(1) Period
--------------         --------  -----------  --------    ---------
Store Occupancy        $114,532  $ 8,792 (2)  $11,339     $134,663
Severance and Benefits   10,066   (7,332)      13,393       16,127
Facilities occupancy      4,038   (2,098)       3,188        5,128
                       --------  -------      -------     --------
  Total                $128,636  $  (638)     $27,920     $155,918
                       ========  =======      =======     ========


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

(2)   Store occupancy utilization is comprised of $5.2 million of lease
payments for the period, net of a $14 million realized gain on the
assignment of leases which was included in the original charge recorded
during fiscal 1998.

As of June 19, 1999, the Company closed 110 of the 132 stores identified,
including all 31 stores in the Richmond, Virginia market and 34 of the
Atlanta store exit program.  The remaining 22 stores will be closed over the
next two quarters of fiscal 1999.

At June 19, 1999, $47.4 million of the reserve is included in "Other
accruals" and $108.5 million is included in "Other non-current liabilities"
in the accompanying consolidated balance sheet.

                                    -10-



Based upon current available information, Management evaluated the reserve
balance as of June 19, 1999 and has concluded that it is adequate.

Included in the accompanying statement of operations are the operating
results of the 132 underperforming stores and the 34 Atlanta stores which
the Company is exiting.  The operating results of such stores are as
follows:


(in thousands)      16 Weeks Ended
--------------    -------------------
                  June 19,   June 20,
                     1999       1998
                  --------   --------
Sales             $256,037   $346,839
                  ========   ========
Operating Loss    $(21,459)  $ (8,658)
                  ========   ========


6) OPERATING SEGMENTS

   During the fourth quarter of fiscal 1998, the Company adopted SFAS No.
   131, "Disclosures about Segments of an Enterprise and Related
   Information" ("SFAS 131").  This statement establishes standards for
   reporting information about operating segments in annual financial
   statements and selected information in interim financial statements.  It
   also establishes standards for related disclosures about products and
   services and geographic areas.  Operating segments are defined as
   components of an enterprise about which separate financial information is
   available that is evaluated regularly by the chief operating decision
   maker in deciding how to allocate resources and in assessing performance.
   The Company's chief operating decision maker is the Chief Executive
   Officer.

   The Company currently operates in three reportable segments: United
   States Retail, Canada Retail  and Wholesale.  The retail segments are
   comprised of retail supermarkets in the United States and Canada, while
   the wholesale segment is comprised of the Company's Canadian store
   franchising operation which includes serving as the exclusive wholesaler
   to such franchised stores.

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


                                    -11-


Interim information on segments are as follows:

(in thousands)

First Quarter Fiscal 1999
-------------------------         U.S.          Canada          Total
                                 Retail    Retail   Wholesale  Company
                               ----------  -------- --------- ----------
Sales                          $2,486,911  $483,101  $143,710 $3,113,722
Depreciation and amortization      61,907     8,059         -     69,966
Operating (loss) income           (18,474)    4,824     3,940     (9,710)
Interest expense                  (20,265)   (4,129)        -    (24,394)
Interest income                        33       805       940      1,778
(Loss) income before taxes        (38,706)    1,500     4,880    (32,326)
Total assets                    2,480,410   478,965    85,804  3,045,179
Capital expenditures               88,089    14,920         -    103,009


First Quarter Fiscal 1998
-------------------------         U.S.          Canada          Total
                                 Retail    Retail   Wholesale  Company
                               ----------  -------- --------- ----------
Sales                          $2,485,158  $470,892  $122,336 $3,078,386
Depreciation and amortization      64,868     7,326         -     72,194
Operating income                   31,135    11,323     1,773     44,231
Interest expense                  (17,055)   (3,977)        -    (21,032)
Interest income                       282       763     1,033      2,078
Income before taxes                14,362     8,109     2,806     25,277
Total assets                    2,609,645   385,122    79,122  3,073,889
Capital expenditures               96,185    10,845         -    107,030





                                    -12-



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

                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                        16 WEEKS ENDED JUNE 19, 1999
                        ----------------------------
OPERATING RESULTS

Sales  for  the first quarter ended June 19, 1999 of $3.1 billion  increased
$35  million or 1.1% from the prior year first quarter amount.  The  opening
of  33  stores  in  new locations, excluding replacement stores,  since  the
beginning of fiscal 1998 added approximately $171 million or 5.6%  to  sales
in  the  first quarter of fiscal 1999.  In addition, wholesale sales to  the
Food Basics franchised stores increased $21 million or 17.5% to $144 million
for the 16 weeks ended June 19, 1999, which increased total Company sales by
0.7%.   These increases were partially offset by the closure of 209  stores,
excluding  replacement stores, since the beginning of the first  quarter  of
fiscal 1998, which reduced total sales by approximately $269 million or 8.8%
in  the  first quarter of fiscal 1999.  A decrease in the Canadian  exchange
rate  reduced first quarter fiscal 1999 sales by $22 million  or  0.7%.   In
addition,  same  store sales ("same store sales" referred to herein  include
replacement stores) increased 5.3% or $135 million from the same period last
year.

Average  weekly  sales  per supermarket were approximately  $233,000  versus
$203,000 for the corresponding period of the prior year resulting in a 14.8%
increase.  Same store sales for Canadian operations increased 5.7% from  the
prior year and same store sales for U.S. operations increased 5.2% from  the
prior year.

Gross  margin as a percent of sales decreased 80 basis points to  27.99%  in
the first quarter of fiscal 1999 from 28.79% for the first quarter of fiscal
1998.   Margins  were  negatively  impacted since  the  Company  accelerated
inventory markdowns in stores that were identified for closure under Project
Great Renewal and the Atlanta market exit.  The gross margin dollar decrease
of  $15  million resulted from a decrease in the gross margin  rate  of  $24
million  and  a  decrease  in  the Canadian exchange  rate  of  $5  million,
partially  offset by an increase in sales volume of $14 million.   The  U.S.
operations  gross margin decrease of $20 million results from a decrease  in
gross  margin  rate of $21 million and an increase of $1  million  in  sales
volume.  The Canadian operations gross margin increase of $5 million results
from a decrease of $3 million in gross margin rate, a decrease of $5 million
in  the  Canadian  exchange rate and an increase of  $13  million  in  sales
volume.

Store  operating, general, and administrative expense increased $39  million
or 95 basis points to 28.30% from 27.35% for the corresponding period of the



                                    -13-



prior year.  The increase reflects charges relating to Project Great Renewal
consisting  of  severance cost of $8 million which could not be  accrued  in
1998,  and a net charge of approximately $5 million for exiting the  Atlanta
market.   The cost of exiting the Atlanta market was comprised of $6 million
of  severance,  $11  million  of store occupancy  costs,  which  principally
relates  to  the present value of future lease obligations,  net  of  a  $12
million  gain  related  to the disposition of fixed and  intangible  assets.
Also  included  in store operating, general and administrative  expense  for
1999  are  shut-down costs of stores amounting to approximately  $7  million
relating  to  the 44 Great Renewal store closures, 34 stores in the  Atlanta
exit  program,  and  facilities closed in 1998.  In  addition,  the  Company
incurred  professional fees of $7 million associated with the implementation
of  the  store  exit program, and approximately $5 million  related  to  the
conversion  of additional stores to Food Basics.  The remaining increase  of
$7 million is mainly related to higher occupancy costs of the new generation
of stores in 1999.

As  of June 19, 1999, the Company closed 110 of the 132 stores identified as
part  of  Project Great Renewal and 34 stores relating to the Atlanta  store
exit  program.   The remaining 22 stores will be closed over  the  next  two
quarters of fiscal 1999.  Further, during the next three quarters of  fiscal
1999,  the Company expects to incur pre-tax losses relating to Project Great
Renewal  ranging  between  $50  and  $60 million  which  are  not  currently
accruable.   Such  amounts  principally represent operating  losses  of  the
identified  stores prior to closure, employee termination costs  which  have
not  been  communicated  to such employees as of  June  19,  1999,  and  the
potential impact of selling inventory at reduced prices.

Interest  expense  increased $3.4 million or 16.0%  from  the  corresponding
period  of the previous year, primarily due to the additional present  value
interest  related  to the future lease obligations of  the  store  exit  and
Atlanta exit programs.

Loss  before income taxes for the first quarter ended June 19, 1999 was  $32
million  compared to income before taxes of $25 million for  the  comparable
period  in  the  prior  year for a decrease of $57  million.   The  loss  is
attributable  principally to initiatives under the Company's  Project  Great
Renewal, exiting the Atlanta market and the increase in interest expense.

The income tax benefit recorded in the first quarter of fiscal 1999 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 1999 was 43.1%.  The first 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 first quarter of  fiscal
1998,  the  Canadian  operations generated pretax earnings  and  reversed  a
portion   of the valuation allowance to the extent of such pretax  earnings.
The  reversal  of the valuation allowance amounted to $4.9 million  for  the
first quarter of fiscal 1998.  Although Canada generated pretax earnings  in
the  first  quarter of fiscal 1998, the Company was unable to conclude  that
the Canadian deferred tax assets were more likely than not to be realized.


                                    -14-


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 it was more likely than not that the deferred tax
asset  would  be realized.  Accordingly, the Company reversed the  remaining
portion  of  the valuation allowance amounting to approximately $60  million
during the fourth quarter of fiscal 1998.


LIQUIDITY AND CAPITAL RESOURCES

The  Company  ended the first quarter with working capital  of  $43  million
compared  to  $90 million at the beginning of the fiscal year.  The  Company
had  cash and short-term investments aggregating $126 million at the end  of
the  first quarter of fiscal 1999 compared to $137 million as of fiscal 1998
year  end.   Short-term investments were approximately $28 million  and  $25
million  at  June 19, 1999 and February 27, 1999, respectively,  which  were
primarily invested in commercial paper.

The  Company  has  an  unsecured  five year $500  million  revolving  credit
agreement  (the "Credit Agreement") expiring June 10, 2002, with a syndicate
of  banks,  enabling it to borrow funds on a revolving basis  sufficient  to
refinance short-term borrowings.  The Credit Agreement is comprised  of  the
U.S.  credit  agreement amounting to $465 million and  the  Canadian  credit
agreement amounting to C$50 million (U.S. $35 million at June 19, 1999).  As
of June 19, 1999, the Company had $83 million of borrowings under the Credit
Agreement.   Accordingly, as of June 19, 1999, the Company had $417  million
available under the Credit Agreement.  Borrowings under the agreement  bears
interest  at the weighted average rate of 5.5% as of June 19, 1999 based  on
the variable LIBOR pricing.


In   addition  to  the  Credit  Agreement,  the  Company  also  has  various
uncommitted lines of credit with numerous banks.  As of June 19,  1999,  the
Company  had  $191 million available in uncommitted lines of credit.   There
were no outstanding borrowings of uncommitted lines of credit as of June 19,
1999.

The  Company's  Credit  Agreement and certain of its notes  contain  various
financial covenants which require, among other things, minimum net worth and
maximum  levels of indebtedness and lease commitments.  The Company  was  in
compliance with all such covenants as of June 19, 1999.

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



                                    -15-

For  the  16  weeks ended June 19, 1999, capital expenditures  totaled  $103
million,  which  included  10 new stores and 25 remodels  and  enlargements.
Currently,  the  Company expects to achieve its fiscal 1999 planned  capital
expenditures  of  approximately  $500  million.   Accordingly,  the  Company
expects   to  have  capital  expenditures  of  approximately  $397   million
throughout the remainder of fiscal 1999.

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


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 $575 million in notes as of June 19, 1999
and February 27, 1999, respectively.  However, the Company does have cash
flow exposure on its committed and uncommitted bank lines of credit due to
its variable LIBOR pricing.  Accordingly, as of June 19, 1999, a 1% change in
LIBOR will result in interest expense fluctuating approximately $0.8 million.

Foreign Exchange Risk
The Company is exposed to foreign exchange risk to the extent of adverse
fluctuations in the Canadian dollar.  Based upon historical Canadian currency
movement, the Company does not believe that reasonably possible near-term
change in the Canadian currency of 10% will result in a material effect on
future earnings, financial position or cash flows of the Company.

The Company entered into a five year cross-currency swap agreement to hedge
five year notes in Canada that are denominated in U.S. dollars.  The Company
does not have any currency risk regarding the Canadian five year notes.  The
Company is exposed to currency risk in the event of default by the
counterparty.  Such default is remote, as the counterparty is a widely
recognized  and reputable investment banker.  The fair value of the cross-
currency swap agreement was favorable to the Company by $5.3 million and $6.9
million as of June 19, 1999 and February 27, 1999, respectively.  A 10%
change in Canadian exchange rates would have resulted in the fair value
fluctuating approximately $6.8 million at both June 19, 1999 and June 20,
1998.




                                    -16-



YEAR 2000 COMPLIANCE

The Company has formed an ongoing task force to review the entire range of
the Company's operations relating to Year 2000 issues. This task force
reports to the Vice Chairman of the Board of Directors. Assessment of those
functions of the business that require attention and resources to achieve
Year 2000 compliance is in progress throughout the entire organization. The
Information Technology ("IT") and non-IT areas assessment is complete.  The
current estimate of the remediation effort (including new programs and
components) is approximately 85% complete in the IT area and 60% in the non-
IT area. Testing of the systems and implementation of renovated and new
systems are currently in progress. A number of renovated and new systems that
are Year 2000 compliant are currently being used in operations.

The costs to address the Company's Year 2000 issues are estimated to be
approximately $10 million. Approximately $5.5 million of these costs have
been incurred as of June 19, 1999.  The Company will incur additional capital
expenditures of approximately $5 million for new equipment during fiscal 1999
to replace equipment that is  not Year 2000 compliant. Some IT projects have
been deferred due to the Year 2000 project, however, the Company believes
that such a deferral will not affect the Company's financial performance.

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

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

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

                                    -17-

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

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


CAUTIONARY NOTE

This  report  contains certain forward-looking statements  about  the  future
performance  of  the Company which are based on Management's assumptions  and
beliefs  in light of the information currently available to it.  The  Company
assumes  no  obligation  to update the information contained  herein.   These
forward-looking  statements are subject to uncertainties  and  other  factors
that  could  cause actual results to differ materially from  such  statements
including, but not limited to: competitive practices and pricing in the  food
industry  generally and particularly in the Company's principal markets;  the
Company's relationships with its employees and the terms of future collective
bargaining   agreements;  the  costs  and  other   effects   of   legal   and
administrative  cases  and proceedings; the nature and  extent  of  continued
consolidation  in the food industry; changes in the financial  markets  which
may  affect  the Company's cost of capital and the ability of the Company  to
access the public debt and equity markets to refinance indebtedness and  fund
the  Company's capital expenditure program on satisfactory terms;  supply  or
quality  control  problems with the Company's vendors;  changes  in  economic
conditions  which affect the buying patterns of the Company's customers;  and
the ability of the Company and its vendors, financial institutions and others
to resolve Year 2000 processing issues in a timely manner.






                                    -18-



               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 13, 1999, there
         were   36,773,692   shares  or  96.0%  of  the  38,290,716   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  97.1% 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.

         The  1998  Long Term Incentive and Share Award Plan approved  by  a
         majority  of Shareholders of the Company at its Annual  Meeting  of
         Shareholders held July 13, 1999 is incorporated by reference.   The
         Plan  was  approved  by  72.9% of the shares  voted  which  totaled
         34,049,532 shares.


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


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



                                    -19-


               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 30, 1999       By:        /s/ Kenneth A. Uhl
                             ---------------------------------------
                               Kenneth A. Uhl, Vice President and
                                Controller (Chief Accounting Officer)




                                    -20-