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 September 6, 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 September 6, 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)
                                      
                                12 Weeks Ended            28 Weeks Ended
                            September 6, September 7, September 6 September 7,
                               1997          1996       1997         1996
                            -----------  ----------- ----------- -----------

Sales                       $ 2,335,695  $2,329,987  $ 5,440,286  $5,422,541
Cost of merchandise sold     (1,662,228) (1,667,632)  (3,882,603) (3,863,406)
                             ----------  ----------   ----------  ----------
Gross margin                    673,467     662,355    1,557,683   1,559,135
Store operating, general and
 administrative expense        (634,827)   (627,802)  (1,466,037) (1,471,839)
                             ----------  ----------   ----------  ----------
Income from operations           38,640      34,553       91,646      87,296
Interest expense, net           (16,888)    (15,476)     (39,041)    (36,247)
                             ----------  ----------   ----------  ----------
Income before income taxes       21,752      19,077       52,605      51,049
Provision for income taxes       (5,545)     (5,083)     (13,611)    (15,176)
                             ----------  ----------   ----------  ----------
Income before extraordinary
 item                            16,207      13,994       38,994      35,873

Extraordinary loss on early
 extinguishment of debt
 (net of income tax benefit
 of $394)                          (544)          -         (544)          -
                             ----------  ----------   ----------  ----------
Net Income                       15,663      13,994       38,450      35,873

Retained earnings at
  beginning of period           466,730     402,348      447,768     382,380
Cash dividends                   (3,825)     (1,911)      (7,650)     (3,822)
                             ----------  ----------   ----------  ----------
Retained earnings at
  end of period              $  478,568  $  414,431   $  478,568  $  414,431
                             ==========  ==========   ==========  ==========

Earnings per share:
 Income before extra-
   ordinary item             $      .42  $      .37   $     1.02  $      .94

Extraordinary loss on early
  extinguishment of debt           (.01)        .00         (.01)        .00
                             ----------  ----------   ----------  ----------
Net Income                   $      .41  $      .37   $     1.01  $      .94
                             ==========  ==========   ==========  ==========

Cash dividends               $      .10  $      .05   $      .20  $      .10
                             ==========  ==========   ==========  ==========

Weighted average number of
  common and common
  equivalent shares
  outstanding                38,254,867  38,252,259   38,253,308  38,281,559
                             ==========  ==========   ==========  ==========

                                      
                  See Notes to Quarterly Report on Page 5.
                                      
                                    - 1 -
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                         CONSOLIDATED BALANCE SHEETS
                         ---------------------------
                                      
                           (Dollars in thousands)
                                      
                                      September 6, 1997    February 22, 1997
                                      ------------------   ------------------
                                           (Unaudited)
ASSETS
------
  Current assets:
   Cash and short-term investments         $  162,789         $   98,830
   Accounts receivable                        229,496            213,888
   Inventories                                898,892            881,288
   Prepaid expenses and other assets           50,828             37,373
                                           ----------         ----------
     Total current assets                   1,342,005          1,231,379
                                           ----------         ----------

  Property:
   Property owned                           1,497,179          1,486,504
   Property leased                             98,636            103,474
                                           ----------          ---------
     Property-net                           1,595,815          1,589,978
  Other assets                                175,394            181,315
                                           ----------         ----------
  Total Assets                             $3,113,214         $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)

                                           Sept. 6, 1997   Feb. 22, 1997
                                           --------------  -------------
                                             (Unaudited)
LIABILITIES & SHAREHOLDERS' EQUITY
----------------------------------
  Current liabilities:
   Current portion of long-term debt       $   11,103       $   18,290
   Current portion of obligations under
     capital leases                            12,736           12,708
   Accounts payable                           486,184          468,808
   Book overdrafts                            173,951          182,305
   Accrued salaries, wages and benefits       144,980          146,737
   Accrued taxes                               62,866           52,269
   Other accruals                             126,237          134,888
                                           ----------       ----------
     Total current liabilities              1,018,057        1,016,005
                                           ----------       ----------

  Long-term debt                              780,750          701,609
                                           ----------       ----------
  Obligations under capital leases            131,768          137,886
                                           ----------       ----------
  Deferred income taxes                       112,502          113,188
                                           ----------       ----------
  Other non-current liabilities               149,901          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                            453,783          453,751
   Cumulative translation adjustment          (50,364)         (49,694)
   Retained earnings                          478,568          447,768
                                           ----------       ----------
   Total shareholders' equity                 920,236          890,072
                                           ----------       ----------
   Total liabilities and shareholders'
     equity                                $3,113,214       $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)
                                                        28 Weeks Ended

                                              Sept. 6, 1997    Sept. 7, 1996
                                              ------------     -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                     $38,450          $  35,873
  Adjustments to reconcile net income
  to cash provided by operating activities:
    Depreciation and amortization                125,402            122,798
    Deferred income tax provision                  3,914              2,556
    (Gain) loss on disposal of owned property     (1,259)               519
    (Increase) decrease in receivables           (10,172)             4,973
    Increase in inventories                      (19,219)            (5,376)
    Increase in prepaid expenses and other
      current assets                             (18,118)            (8,938)
    Increase in other assets                        (749)           (23,472)
    Increase in accounts payable                  18,312             24,762
    Decrease in accrued salaries,
      wages and benefits                          (1,410)            (1,649)
    Increase (decrease) in accrued taxes          10,629             (6,202)
    Increase (decrease) in other accruals
      and other liabilities                          362            (10,739)
    Other operating activities, net                 (166)               536
                                               ---------          ---------
Net cash provided by operating activities        145,976            135,641
                                               ---------          ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for property                     (139,931)          (150,367)
  Proceeds from disposal of property               8,996              7,541
                                               ---------          ---------
Net cash used in investing activities           (130,935)          (142,826)
                                               ---------          ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Changes in short-term debt                    (101,516)            56,187
  Proceeds under revolving lines
    of credit and long-term borrowings           305,769             25,497
  Payments on revolving lines of
    credit and long-term borrowings             (130,565)           (51,092)
  Increase (decrease) in book overdrafts          (7,790)             5,590
  Principal payments on capital leases            (6,719)            (7,005)
  Deferred financing fees                         (2,519)                 -
  Cash dividends                                  (7,650)            (3,822)
  Proceeds from stock options exercised               34                  -
                                               ---------          ---------
Net cash provided by financing activities         49,044             25,355
                                               ---------          ---------
Effect of exchange rate changes on
  cash and short-term investments                   (126)                57
                                               ---------          ---------
NET INCREASE IN CASH AND
   SHORT-TERM INVESTMENTS                         63,959             18,227

Cash and Short-Term Investments
  at Beginning of Period                          98,830             99,772
                                               ---------          ---------
CASH AND SHORT-TERM INVESTMENTS
  AT END OF PERIOD                             $ 162,789          $ 117,999
                                               =========          =========
                                      
                  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 28 weeks ended September 6,
   1997  and  September  7,  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 for the 28 week period ended in fiscal
   years  1997 and 1996 reflect the Company's estimated expected annual  tax
   rates applied to their respective domestic and foreign financial results.
   For  the  28 week period ended in fiscal years 1997 and 1996, the  income
   tax  provisions mainly reflect the taxes on U.S. income, as the  Canadian
   income tax expense is principally offset by the reversal of its valuation
   allowance. During the 28 week period ended in fiscal years 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 September  6,  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  $38.3
   million  and $40.2 million at September 6, 1997 and  February  22,  1997,
   respectively.


                                     -5-


4) EXTRAORDINARY ITEM

   During  the  second  quarter of fiscal 1997, the  Company  retired  at  a
   premium,  mortgages  amounting to $20 million with an effective  interest
   rate of 9.44%.


5) 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.


6) NEW ACCOUNTING PRONOUNCEMENT

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









                                     -6-

   In  addition,  in  June  1997 the FASB issued SFAS  No.  130   "Reporting
   Comprehensive  Income"  ("SFAS 130") and SFAS No. 131  "Disclosure  about
   Segments  of  an Enterprise and Related Information" ("SFAS 131").   SFAS
   130  relates to the change in the equity of a business during a reporting
   period  from transactions of the business.  The Company currently intends
   to  adopt this new accounting standard effective in the first quarter  of
   fiscal  1998.   The  only item that the Company currently  records  which
   would  be a component of comprehensive income relates to foreign currency
   translation  adjustments.  SFAS 131 supersedes  SFAS  No.  14  "Financial
   Reporting for Segments of a Business Enterprise".  SFAS 131 provides  for
   the   disclosure  of  financial  information  disaggregated  by  the  way
   management organizes the segments of the enterprise for making  operating
   decisions.   The Company will adopt the provisions of this new disclosure
   in fiscal 1998.


                                     -7-
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

ITEM 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
              ------------------------------------------------
                                      
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                      12 WEEKS ENDED SEPTEMBER 6, 1997
                      --------------------------------

OPERATING RESULTS

Sales  for  the  second  quarter ended September 6,  1997  of  $2.3  billion
increased   $6  million  or  0.2%  from  the  prior  year  second   quarter.
Contributing  to  this increase is the opening of 20 stores  in  new  market
areas  since the second quarter of fiscal 1996 which  added
approximately $73 million or 3.1% to sales in the second quarter  of  fiscal
1997.   In  addition, wholesale sales to the Food Basics  franchised  stores
increased  $31  million or 77% to $73 million for the 12 week  period  ended
September  6,  1997,  which increased total Company sales  by  1.4%.   These
increases  were  partially offset by store closures  and  same  store  sales
declines.  The closure of 71 stores, excluding replacement stores, since the
beginning  of the second quarter of fiscal 1996, of which 11 have been  sold
in  the  Carolina  market, reduced comparative sales  by  approximately  $49
million  or  2.1% in the second quarter of fiscal 1997.  In  addition,  same
store  sales  ("same  store sales" referred to herein  includes  replacement
stores) decreased 2.3% or $50 million from the same period last year.

Average  weekly  sales  per supermarket were approximately  $200,100  versus
$196,400 for the corresponding period of the prior year for a 1.9% increase.
Same  store sales for U.S. operations declined 2.5% from the prior year  and
Canadian operations same store sales decreased 1.7% from the prior year.

Gross  margin as a percent of sales increased .40% to 28.83% in  the  second
quarter  of  fiscal 1997 from 28.43% for the second quarter of fiscal  1996,
resulting primarily from an increase in the retail supermarket margin in the
U.S.,  partially  offset by the higher volume of the lower margin  wholesale
sales  to  the  Food Basics franchised stores.  The wholesale sales  to  the
franchised  stores  represented 3.1% of total Company sales  in  the  second
quarter of 1997 as opposed to only 1.8% of total Company sales in the  prior
year  second  quarter.  Excluding the effect of the wholesale sales  to  the
franchised stores, the gross margin percentage increased .74% from the prior
year  to  29.62%.   The  gross  margin dollar increase  of  $11  million  is
primarily the result of an increase in gross margin rates of $9 million  and
an  increase in sales volume which had an impact of increasing margin by  $3
million,  partially offset by a lower Canadian exchange rate which decreased
margin  by  $1  million.   The  U.S.  gross  margin  increased  $16  million
principally as a result of an increase in gross margin rates of $20  million
partially  offset  by  a decrease in sales volume which  had  an  impact  of
decreasing  margin  by  $4  million.  The Canadian operations  gross  margin
decreased  $5  million  which  was primarily the  result  of  the  increased
wholesale sales which have a lower margin than retail sales.


                                     -8-

Store  operating, general, and administrative expense as a percent of  sales
increased  .24% to 27.18% from 26.94% for the corresponding  period  in  the
prior  year  resulting  primarily  from  increased  store  labor  costs  and
occupancy costs in the U.S.  The increase was partially offset by  the  Food
Basics  franchise business which maintained relatively flat  expenses  while
sales increased $31 million.


                                     -9-
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

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


Net  interest  expense  increased  $1.4  million  from  the  previous  year,
primarily  due to an increase in average debt of approximately $78  million.
The  increase  in interest expense was partially offset by  an  increase  in
interest  income of $1.1 million from the prior year second  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.

Income  before income taxes for the second quarter ended September  6,  1997
was $21.8 million compared to $19.1 million for the comparable period in the
prior  year  for  an  increase of approximately $2.7 million  or  14%.   The
increase  is  mainly  the result of higher gross margin  of  $11.1  million,
partially  offset  by  higher  store operating, general  and  administrative
expenses of $7 million and higher net interest expense of $1.4 million.

The  income  tax provisions recorded in the second 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
effective tax rate for the second quarter of fiscal 1997 was 25.5% versus an
effective  tax  rate of 26.6% for the second quarter of  fiscal  1996.   The
decrease  in  the  effective tax rate is the result of the  higher  earnings
provided by the Canadian operations. The second 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 second 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 September 6, 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.









                                    -10-

                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                      28 WEEKS ENDED SEPTEMBER 6, 1997
                      --------------------------------

OPERATING RESULTS

Sales for the 28 weeks ended September 6, 1997 of $5.4 billion increased $18
million  or  0.3%  from the prior year.  Contributing to this  increase  is
the opening of 27 stores in new market areas since the second quarter of
fiscal 1996 which added approximately $146 million or 2.7% to sales in the 28
week period of fiscal 1997.  In addition, wholesale sales to  the Food Basics
franchised stores increased $97 million or 128% to $172 million for  the  28
week period ended September 6, 1997, which increased total Company sales  by
1.8%.   These  increases were partially offset by store  closures  and  same
store  sales  declines.   The  closure of 99 stores,  excluding  replacement
stores,  since the beginning of fiscal 1996, of which 11 have been  sold  in
the Carolina market, reduced comparative sales by approximately $125 million
or 2.3% in the 28 week period of fiscal 1997.  In addition, same store sales
decreased 1.9% or $100 million from the same period last year.

Average  weekly  sales  per supermarket were approximately  $198,300  versus
$194,000 for the corresponding period of the prior year for a 2.2% increase.
Same  store sales for U.S. operations declined 2.1% from the prior year  and
Canadian operations same store sales decreased 1.4% from the prior year.

Gross margin as a percent of sales decreased .12% to 28.63% from 28.75%  for
the prior year resulting primarily from the higher volume of the
lower margin wholesale sales to the Food Basics franchised stores, partially
offset  by  an  increase in the retail supermarket margin in the  U.S.   The
wholesale  sales to the franchised stores represented 3.2% of total  Company
sales  for the first two quarters of fiscal 1997 as opposed to only 1.4%  of
total  Company  sales  in  the  prior year.  Excluding  the  effect  of  the
wholesale  sales  to  the  franchised stores, the  gross  margin  percentage
increased  .35%  from  the prior year to 29.47%.  The  gross  margin  dollar
decrease  of  $2 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 $7  million
which  was  partially  offset by the wholesale sales volume  increase  which
impacted margins by $8 million.  A lower Canadian exchange rate resulted  in
decreasing  margin  by  $3  million.  The Canadian operations  gross  margin
decreased $15 million which was primarily the result of the wholesale  sales
increase  from the prior year.  The U.S. gross margin increased $13  million
principally as a result of an increase in gross margin rates of $23  million
partially  offset  by  a decrease in sales volume which  had  an  impact  of
decreasing margin by $10 million.

Store  operating, general and administrative expense as a percent  of  sales
decreased  .19% to 26.95% from 27.14% for the prior year resulting primarily
from  the  Food  Basics franchise business which maintained relatively  flat
expenses  while  sales increased $97 million.  This decrease  was  partially
offset by an increase in store labor and occupancy costs in the U.S.


                                    -11-

Net  interest  expense  increased  $2.8  million  from  the  previous  year,
primarily  due to an increase in average debt of approximately $79  million.
The  increase  in interest expense was partially offset by  an  increase  in
interest  income of $2.6 million from the corresponding period of the  prior
year.   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.

Income  before income taxes for the 28 week period ended September  6,  1997
was $52.6 million compared to $51.0 million for the comparable period of the
prior  year  for  an increase of approximately $1.6 million  or  3.0%.   The
increase  is  mainly  the  result  of lower  store  operating,  general  and
administrative  expenses of $5.8 million,  partially offset by  lower  gross
margin of $1.4 million and higher net interest expense of $2.8 million.

The  income  tax provisions recorded for the 28 week period 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
effective tax rate for the 28 week period ended September 6, 1997 was  25.9%
versus  an effective tax rate of 29.7% for the corresponding period  of  the
prior  year.  The decrease in the effective tax rate is the result of higher
earnings provided by the Canadian operations.  The first and second  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  and  second
quarters  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 September 6, 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 second quarter with working capital of $324  million
compared  to $215 million at the beginning of the fiscal year.  The  Company
had  cash and short-term investments aggregating $163 million at the end  of
the  second quarter of fiscal 1997 compared to $99 million as of fiscal 1996
year  end.  Short-term investments were approximately $48 million  and  $0.1
million  at September 6, 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.

                                    -12-
                                      

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.

In  addition  to  the 1997 Credit Agreement, the Company  also  has  various
uncommitted lines of credit with numerous banks.  As of September  6,  1997,
the Company had no borrowings outstanding on the 1997 Credit Agreement or on
the  uncommitted lines of credit.  Accordingly, as of September 6, 1997, the
Company  had  available  approximately  $503  million  on  the  1997  Credit
Agreement  and  $30  million 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  September 6, 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  $3.8 million for the 28 weeks ended September 7, 1996 to $7.7  million
for the 28 weeks ended September 6, 1997.

During  the second quarter of fiscal 1997, the Company retired at a premium,
mortgages amounting to $20 million with an effective interest rate of 9.44%.

For  the 28 weeks ended September 6, 1997, capital expenditures totaled $140
million, which included 17 new stores and 28 remodels and enlargements.  The
Company  expects to have capital expenditures of approximately $160  million
for 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.





                                    -13-
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
                                      
                         PART II.  OTHER INFORMATION
                         ---------------------------


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


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


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


Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------
         None - Matters were previously reported on the First
                Quarter ended June 14, 1997 Form 10-Q.


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


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







                                    -14-
                                      
                                      
               THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.






SIGNATURES

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



                             THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.



Date: October 15, 1997       By:        /s/ Kenneth A. Uhl
                                ---------------------------------------
                                Kenneth A. Uhl, Vice President and
                                Controller (Chief Accounting Officer)





                                    -15-