UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



(Mark One)x
        
        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (THE EXCHANGE ACT)For the fiscal quarter ended August 4, 2007oro
        
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT




For the transition period from  ______  to  ______



Commission file number 1-05287



PATHMARK STORES, INC.

(Exact name of registrant as specified in its charter)



Delaware
        
        22-2879612(State or other jurisdiction of incorporation or organization)
        
        (I.R.S. Employer Identification No.)200 Milik Street
Carteret, New Jersey
        
        07008(Address of principal executive office)
        
        (Zip Code)




(732) 499-3000

(Registrants telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 the filing requirements for at least the past 90 days.

Yes
        x
        No
        o




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

| | Large accelerated filer  oAccelerated filer  x          
            Non-accelerated filero
| | -------------------------------------------------------------------------------------------



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes
        o
        No
        x




As of September 1, 2007, 52,571,180 shares of Common Stock were outstanding.











Part I. Financial Information

Item 1.
        Financial Statements.


Pathmark Stores, Inc.

Consolidated Statements of Operations (Unaudited)

(in millions, except per share data)



|                                                                  | 13 Weeks Ended |  | 26 Weeks Ended
|----------------------------------------------------------------- | -------------- |  | --------------
|
|Net sales                                                         |                |  | $             
|Cost of goods sold                                                |                |  |               
|                                                                  |                |  |               
|Gross profit                                                      |                |  |               
|Selling, general and administrative expenses                      |                |  |               
|Depreciation and amortization                                     |                |  |               
|Impairment of a long-lived asset                                  |                |  |               
|                                                                  |                |  |               
|Operating earnings (loss)                                         |                |  |               
|Interest expense                                                  |                |  |               
|                                                                  |                |  |               
|Loss before income taxes                                          |                |  |               
|Income tax benefit                                                |                |  |               
|                                                                  |                |  |               
|Net loss                                                          |                |  | $             
|                                                                  |                |  |               
|Weighted average number of shares outstanding  basic and diluted |                |  |               
|                                                                  |                |  |               
|Net loss per share  basic and diluted                            |                |  | $             
|                                                                  |                |  |               





See notes to consolidated financial statements.

2



Pathmark Stores, Inc.

Consolidated Balance Sheets

(in millions, except share and per share amounts)





|                                                            | (Unaudited)August 4, 2007 |  | February 3,2007
|----------------------------------------------------------- | ------------------------- |  | ---------------
|ASSETS                                                      |                           |  |                
|Current assets                                              |                           | 
|Cash and cash equivalents                                   |                           |  | $              
|Accounts receivable, net                                    |                           |  |                
|Merchandise inventories                                     |                           |  |                
|Due from suppliers                                          |                           |  |                
|Other current  assets                                       |                           |  |                
|                                                            |                           |  |                
|Total current assets                                        |                           |  |                
|Property and equipment, net                                 |                           |  |                
|Goodwill                                                    |                           |  |                
|Other noncurrent assets                                     |                           |  |                
|                                                            |                           |  |                
|Total assets                                                |                           |  | $              
|                                                            |                           |  |                
|LIABILITIES AND STOCKHOLDERS EQUITY                        |                           | 
|Current liabilities                                         |                           | 
|Accounts payable                                            |                           |  | $              
|Current maturities of long-term debt                        |                           |  |                
|Current portion of capital lease obligations                |                           |  |                
|Accrued expenses and other current liabilities              |                           |  |                
|                                                            |                           |  |                
|Total current liabilities                                   |                           |  |                
|Long-term debt                                              |                           |  |                
|Long-term capital lease obligations                         |                           |  |                
|Other noncurrent liabilities                                |                           |  |                
|                                                            |                           |  |                
|Total liabilities                                           |                           |  |                
|                                                            |                           |  |                
|Stockholders equity                                        |                           | 
|Preferred stock                                             |                           |  |                
|Authorized: 5,000,000 shares; no shares issued              |                           | 
|Common stock, par value $0.01 per share                     |                           |  |                
|Authorized: 100,000,000 shares; issued: 52,559,004 shares   |                           | 
|at August 4, 2007 and 52,226,498 shares at February 3, 2007 |                           | 
|Common stock warrants                                       |                           |  |                
|Paid-in capital                                             |                           |  |                
|Accumulated deficit                                         |                           |  |                
|Accumulated other comprehensive loss                        |                           |  |                
|                                                            |                           |  |                
|Total stockholders equity                                  |                           |  |                
|                                                            |                           |  |                
|Total liabilities and stockholders equity                  |                           |  | $              
|                                                            |                           |  |                





See notes to consolidated financial statements.

3



Pathmark Stores, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in millions)







|                                                                                | 26 Weeks Ended
|------------------------------------------------------------------------------- | --------------
|
|Operating Activities                                                            |               
|Net loss                                                                        |               
|Adjustments to reconcile the net loss to cash provided by operating activities: |               
|Depreciation and amortization                                                   |               
|Amortization of stock-based compensation                                        |               
|Amortization of deferred financing costs                                        |               
|Deferred income tax benefit                                                     |               
|Gain on the sale of real estate                                                 |               
|Impairment of a long-lived asset                                                |               
|Cash provided by (used for) operating assets and liabilities:                   |               
|Accounts receivable, net                                                        |               
|Merchandise inventories                                                         |               
|Due from suppliers                                                              |               
|Other current assets                                                            |               
|Noncurrent assets                                                               |               
|Accounts payable                                                                |               
|Accrued expenses and other current liabilities                                  |               
|Other noncurrent liabilities                                                    |               
|                                                                                |               
|Cash provided by operating activities                                           |               
|                                                                                |               
|Investing Activities                                                            |               
|Capital expenditures                                                            |               
|Proceeds from sale of real estate                                               |               
|Proceeds from sale of marketable securities                                     |               
|                                                                                |               
|Cash used for investing activities                                              |               
|                                                                                |               
|Financing Activities                                                            |               
|Borrowings under the working capital facility, net                              |               
|Repayments of capital lease obligations                                         |               
|Proceeds from exercise of stock options                                         |               
|Repayments of other debt, net                                                   |               
|Purchases of treasury stock                                                     |               
|Tax benefit related to stock-based compensation                                 |               
|Deferred financing costs                                                        |               
|                                                                                |               
|Cash provided by (used for) financing activities                                |               
|                                                                                |               
|Increase (decrease) in cash and cash equivalents                                |               
|Cash and cash equivalents at beginning of period                                |               
|                                                                                |               
|Cash and cash equivalents at end of period                                      |               
|                                                                                |               
|Supplemental Disclosures of Cash Flow Information                               |               
|Interest paid                                                                   |               
|                                                                                |               
|Income taxes paid                                                               |               
|                                                                                |               
|Non-Cash Investing Activities                                                   |               
|Property and equipment accruals                                                 |               
|                                                                                |               





See notes to consolidated financial statements.

4



Pathmark Stores, Inc.

Consolidated Statements of Stockholders Equity (Unaudited)

(in millions)



|                                    | CommonStock |  | CommonStockWarrants |     | Paid-inCapital |   | AccumulatedDeficit |  | AccumulatedOtherComprehensiveLoss |       | TreasuryStock |   | TotalStockholdersEquity |  
|----------------------------------- | ----------- |  | ------------------- | --- | -------------- | - | ------------------ |  | --------------------------------- | ----- | ------------- | - | ------------------------ | -
|Closing balance on February 3, 2007 |             |  | $                   | 0.5 |                | $ | 69.7               |  | $                                 | 754.3 |               | $ | (656.7                   | )
|Adoption of FIN No. 48              |             |  |                     |    |                |   |                   |  |                                   |      |               |   | (5.7                     | )
|                                    |             |  |                     |     |                |   |                    |  |                                   |       |               |   |                          |  
|Opening balance on February 4, 2007 |             |  |                     | 0.5 |                |   | 69.7               |  |                                   | 754.3 |               |   | (662.4                   | )
|Net loss and comprehensive loss     |             |  |                     |    |                |   |                   |  |                                   |      |               |   | (27.3                    | )
|Stock-based compensation expense    |             |  |                     |    |                |   |                   |  |                                   | 5.2   |               |   |                         |  
|Purchase of treasury stock          |             |  |                     |    |                |   |                   |  |                                   |      |               |   |                         |  
|Exercise of stock options           |             |  |                     |    |                |   |                   |  |                                   | 1.6   |               |   |                         |  
|Tax benefit related to stock-based  |             | 
|compensation                        |             |  |                     |    |                |   |                   |  |                                   | 0.6   |               |   |                         |  
|SFAS No. 158 adjustment, net of tax |             |  |                     |    |                |   |                   |  |                                   |      |               |   |                         |  
|                                    |             |  |                     |     |                |   |                    |  |                                   |       |               |   |                          |  
|Closing balance on August 4, 2007   |             |  | $                   | 0.5 |                | $ | 69.7               |  | $                                 | 761.7 |               | $ | (689.7                   | )
|                                    |             |  |                     |     |                |   |                    |  |                                   |       |               |   |                          |  





See notes to consolidated financial statements.

5



Pathmark Stores, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Status of Merger Agreement

On March 4, 2007, Pathmark Stores,
Inc. (the "Company" or Pathmark), entered into a definitive agreement and plan of merger (the "Merger Agreement") with The Great Atlantic &
Pacific Tea Company, Inc. and its subsidiary (collectively, "A&P"), pursuant to which A&P will acquire the Company through the merger of
its subsidiary with and into the Company (the "Merger"). The Merger is subject to customary closing conditions, including approval of the Merger by the Company's shareholders and the
expiration or termination of any waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"). On June 27, 2007, Pathmark and A&P entered into a side letter clarifying
the terms of the Merger Agreement with respect to the calculation of the consideration to be paid to the Companys stockholders in lieu
of any fractional shares of A&P common stock that would otherwise be received as part of the Merger consideration.

On April 18,
2007, Pathmark and A&P received a request for additional information (commonly known as a "Second
Request") from the Federal Trade Commission (the "FTC") in connection with the Merger. The effect of the
Second Request was to extend the waiting period imposed by the HSR Act during which Pathmark and A&P may
not consummate the Merger. On May 15, 2007, Pathmark and A&P entered into a timing agreement (the
Timing Agreement) with the FTC pursuant to which Pathmark and A&P agreed, subject to certain
conditions, that they will not (1) certify that they have substantially complied with the Second Request prior
to June 30, 2007, or (2) consummate the Merger for at least 60 days following the date that Pathmark and
A&P substantially comply with the Second Request. On July 13, 2007, Pathmark and A&P each certified
substantial compliance with the FTC in response to the Second Request. On August 17, 2007, Pathmark and
A&P entered into an extension of the Timing Agreement pursuant to which Pathmark and A&P agreed,
subject to certain conditions, that they will not consummate the Merger before 11:59 p.m. on September 25,
2007. For further information, see the Companys Annual Report on Form 10-K for the fiscal year ended
February 3, 2007.

Note 2. Significant Accounting Policies

Business.
The Company operated 141 supermarkets as of August 4, 2007, primarily in the New York-New Jersey and Philadelphia metro areas.

Basis of
Presentation.The unaudited consolidated financial statements included herein have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). In the opinion of
management, the consolidated financial statements included herein reflect all adjustments which are of a normal and recurring nature
and are necessary to present fairly the results of operations and financial position of the Company. This report should be read in
conjunction with the audited consolidated financial statements and notes thereto included in the Companys Annual Report on Form 10-K for
the fiscal year ended February 3, 2007.

Principles of Consolidation.The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are 100% owned.  All intercompany transactions have been eliminated in consolidation.

New Accounting Pronouncements.In September 2006, the Financial Accounting Standards Board (the FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 157, Fair Value Measurements, which clarifies the principle that fair value should be
based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy
that prioritizes the information used to develop those assumptions. Under this statement, fair value measurements would be
separately disclosed by level within the fair value hierarchy. This statement is effective for the Companys fiscal year
beginning February 3, 2008, with early adoption permitted. This Company is in the process of evaluating the impact of this statement
on its consolidated financial statements.

In February 2007, the FASB issued
SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - including an amendment of SFAS No.
115. This statement permits entities to choose to measure many financial instruments and certain other items at fair value.
The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.
This statement is expected to expand the use of fair value measurement, which is consistent with the FASBs long-term
measurement objectives for accounting for financial instruments. This statement is effective for the Companys fiscal year
beginning February 3, 2008. The Company is in the process of evaluating the impact of this statement on its consolidated financial
statements.





6



Pathmark Stores, Inc.

Notes to Consolidated Financial Statements (Unaudited)  (Continued)

Note 3. Stock-Based Compensation

The Companys 2000 Employee
Equity Plan (the Employee Plan) and the 2000 Non-Employee Directors Equity Plan (the Directors
Plan) authorize the granting of various forms of equity awards, including stock options, restricted stock and restricted stock
units (RSU) aggregating 12,294,118 shares of the Companys common stock (Common Stock), of which 11,514,118 shares are
authorized under the Employee Plan and 780,000 shares are authorized under the Directors Plan. The Companys officers and
certain key employees are eligible to receive awards under the Employee Plan. The Directors Plan is available to members of
the Board of Directors who are not employees of the Company and who are Independent Directors as such term is used under
the rules and listing standards of the NASDAQ Global Market. Options for 2,000,000 additional shares of Common Stock (the
Additional Options) and 700,000 restricted shares of Common Stock (Additional Restricted Stock) were granted
by the Board of Directors outside of the Employee Plan in connection with the hiring of John Standley, Chief Executive Officer, and
Kenneth Martindale, President and Chief Marketing and Merchandising Officer in fiscal 2005. As of August 4, 2007, 6,762,357 options
were outstanding, with a weighted-average exercise price of $11.74, a weighted-average contractual life of 6.2 years and an
intrinsic value of $20.9 million; 4,359,810 of these options
were exercisable, with a weighted-average exercise price of $12.62, a weighted-average contractual life of 5.1 years and an
intrinsic value of $7.7 million. The Company determined the fair value of the grants using the Black-Scholes option-pricing model.
There are 5,119,836 shares of Common Stock available for equity grants under the Employee Plan and the Directors Plan.

Stock
Options.There were no stock options granted during the first six months of fiscal
2007.  A summary of stock option activity as of August 4, 2007 was as follows:

|                                                          | Number ofSharesSubject toOptions |  | Weighted-AverageExercisePrice PerShare |           | Weighted-AverageRemainingContractualTerm(in years) |   | AggregateIntrinsicValue(in millions)
|--------------------------------------------------------- | -------------------------------- |  | -------------------------------------- | --------- | -------------------------------------------------- | - | ------------------------------------
|Outstanding at February 3, 2007                           |                                  |  |                                        | 7,088,567 |                                                    | $ | 11.64                               
|Exercised during the fiscal period                        |                                  |  |                                        | (289,320  | )                                                  |   | 9.16                                
|Cancelled, terminated or expired during the fiscal period |                                  |  |                                        | (36,890   | )                                                  |   | 14.13                               
|                                                          |                                  |  |                                        |          
|Outstanding at August 4, 2007                             |                                  |  |                                        | 6,762,357 |                                                    | $ | 11.74                               
|                                                          |                                  |  |                                        |           |                                                    |   |                                     
|Exercisable at August 4, 2007                             |                                  |  |                                        | 4,359,810 |                                                    | $ | 12.62                               
|                                                          |                                  |  |                                        |           |                                                    |   |                                     



The Company received proceeds of
$2.7 million from the exercise of stock options during the first six months of fiscal 2007 with an intrinsic value of $1.0 million.
As of August 4, 2007, there was $9.2 million of unrecognized compensation cost related to non-vested options, which will be
recognized over a weighted-average period of 2.2 years. As of August 4, 2007, the Company had 2,402,547 unvested options outstanding
with a weighted-average fair value of $5.49 per share. During the first six months of fiscal 2007, 170,819 options, with an
intrinsic value of $0.5 million vested. The Companys policy related to the issuance of shares to cover the exercise of options
is to first utilize treasury stock, when available, and then issue shares from currently authorized stock.

Options,
which are designed as incentive stock options under the Employee Plan, may be granted with an exercise price
not less than the fair market value of the underlying shares at the date of grant, as defined in the plan
document, and are subject to certain quantity and other limitations specified in Section 422 of the Internal
Revenue Code. Options, which are not intended to qualify as incentive stock options, may be granted at any
price, but not less than the par value of the underlying shares and without restriction as to amount. The
options and the underlying shares are subject to adjustment in accordance with the terms of each plan in the
event of stock dividends, recapitalization and similar transactions. The options granted under the Employee
Plan and the Directors Plan expire ten years and five years after the date of grant, respectively,
unless terminated earlier. The right to exercise the options granted vests in annual increments over three or
four years under the Employee Plan and over three years under the Directors Plan from the date of the
grant. Due to a change-in-control (as defined by the Employee Plan and Directors Plan) in fiscal 2005,
all options granted prior to June 9, 2005 vested. The Additional Options expire ten years after the date of
grant, unless terminated earlier, and the right to exercise the Additional Options vests in annual increments
over three years from the date of grant.

In
accordance with the Merger, prior to the effective date all outstanding options to purchase Common Stock
granted pursuant to a stock plan (Options) will become vested and become exercisable. At the
effective date of the Merger, each of the in-the-money Options granted on or after June 9, 2005 (a
Post-Amendment Option) will be cancelled in exchange for the right to receive an amount in cash
equal to the excess of the closing price of the Common Stock on the day before the closing (the Closing
Price) over the per share exercise price of such Post-Amendment Option (net of applicable withholding
taxes). Out-of-the-money Post-Amendment Options will be cancelled
without consideration. The Company has agreed to use commercially reasonable efforts





7



Pathmark Stores, Inc.

Notes to Consolidated Financial Statements (Unaudited)  (Continued)

Note 3. Stock-Based Compensation  (Continued)

to obtain the consent of
the holders of each option granted prior to June 9, 2005 (a Pre-Amendment Option) to the treatment
set forth above with respect to in-the-money Post-Amendment Options. To the extent that such consent is not
obtained or to the extent the Pre-Amendment Options are not in-the-money, the Pre-Amendment Options will be
converted, at the effective date of the Merger, into options to acquire A&P common stock, par value $1.00
per share (A&P Common Stock), based on an exchange ratio equal to the Closing Price divided by
$27.00, on the same terms and conditions as were applicable under such Pre-Amendment Option.

Restricted Stock and RSUs.During the first six months of fiscal 2007, 31,668 RSUs were granted pursuant
to the Directors Plan. RSUs generally vest in equal annual increments over three or four years from the date
of grant. Additional Restricted Stock vests in quarterly increments over three years from the date of grant. Grants of restricted
stock and RSUs are being amortized as compensation expense on a straight-line basis over the respective vesting
period. At the effective date of the Merger, each outstanding share of restricted Common Stock and each outstanding RSU
relating to the Common Stock will become vested and automatically converted into a right to receive a single lump-sum cash
payment based upon the Closing Price.

Restricted Stock. A summary of restricted stock activity as of August 4, 2007 was as follows:

|                                | Number ofShares Subjectto Vesting |  | Weighted-AverageGrant Date PricePer Share
|------------------------------- | --------------------------------- |  | -----------------------------------------
|Unvested on February 3, 2007    |                                   |  |                                          
|Vested during the fiscal period |                                   |  |                                          
|                                |                                   |  |                                          
|Unvested on August 4, 2007      |                                   |  |                                          
|                                |                                   |  |                                          

RSUs. A summary of RSU activity as of August 4, 2007 was as follows:

|                                   | Number ofShares Subjectto Vesting |  | Weighted-AverageGrant Date PricePer Share
|---------------------------------- | --------------------------------- |  | -----------------------------------------
|Unvested on February 3, 2007       |                                   |  |                                          
|Granted during the fiscal period   |                                   |  |                                          
|Vested during the fiscal period    |                                   |  |                                          
|Forfeited during the fiscal period |                                   |  |                                          
|                                   |                                   |  |                                          
|Unvested on August 4, 2007         |                                   |  |                                          
|                                   |                                   |  |                                          

Common Stock.The following
table summarizes the change in the number of Common Stock outstanding:



|                            | Common Stock
|--------------------------- | ------------
|
|Balance on February 3, 2007 |             
|Purchase of treasury stock  |             
|Exercise of stock options   |             
|Vesting of RSUs             |             
|                            |             
|Balance on August 4, 2007   |             
|                            |             



During the first six months of
fiscal 2007, 133,232 shares of restricted stock, which were included in the Common Stock opening balance on
February 3, 2007, vested and restricted stock units representing 135,556 shares of Common Stock vested; upon
vesting, 90,370 shares of Common Stock were withheld by the Company to satisfy tax withholding
requirements.





8



Pathmark Stores, Inc.

Notes to Consolidated Financial Statements (Unaudited)  (Continued)

Note 4. Long-Term Debt

Long-term
debt is comprised of the following (in millions):



|                                                          | August 4,2007 |  | February 3,2007
|--------------------------------------------------------- | ------------- |  | ---------------
|Senior subordinated notes                                 |               |  | $              
|Term loan                                                 |               |  |                
|Working capital facility                                  |               |  |                
|Other debt                                                |               |  |                
|                                                          |               |  |                
|Total debt                                                |               |  |                
|Less: current maturities and the working capital facility |               |  |                
|                                                          |               |  |                
|Long-term debt                                            |               |  | $              
|                                                          |               |  |                

Note 5. Interest Expense

Interest
expense is comprised of the following (in millions):



|                                         | 13 Weeks Ended |  | 26 Weeks Ended
|---------------------------------------- | -------------- |  | --------------
|
|Senior subordinated notes (a)            |                |  | $             
|Term loan (b)                            |                |  |               
|Working capital facility                 |                |  |               
|Lease obligations                        |                |  |               
|Amortization of deferred financing costs |                |  |               
|Other                                    |                |  |               
|                                         |                |  |               
|Interest expense                         |                |  | $             
|                                         |                |  |               

---

|(a) |  | The Senior Subordinated Notes, due 2012, (the Senior
Subordinated Notes) bear interest at a fixed rate of 8.75%.
|--- |  | ------------------------------------------------------------------------------------------------------------------

|(b) |  | The weighted-average interest rates in effect on all borrowings
under the term loan were 7.1% and 6.8% during the first six months of fiscal 2007 and fiscal 2006, respectively.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Note 6.  Impairment of a Long-Lived Asset

During the second quarter of fiscal 2007, the Company recorded a pre-tax non-cash charge of $2.2 million due to the impairment of a long-lived asset.

Note 7.  Store Labor Buyout

During the first quarter of fiscal 2007, the Company offered a voluntary retirement incentive program to certain of its store associates covered by collective bargaining agreements (the "Store Labor Buyout"), in which 152 store associates accepted the Store Labor Buyout and agreed to retire effective no later than May 5, 2007. The Company recorded a pre-tax charge of $4.5 million for early retirement and benefits-related expenses related to the Store Labor Buyout during the six months ended August 4, 2007.  The $4.5 million is expected to be the total cost of the Store Labor Buyout and is comprised of (i) $3.5 million of bonus payments, (ii) $0.6 million of medical coverage, and (iii) $0.4 million of other items.  The total cost of the Store Labor Buyout is recorded as a component of selling, general and administrative expense.  Cash payments of $3.5 million were made during the six
months ended August 4, 2007, with the remaining balance of $1.0 million to be paid.

Note 8. Withdrawal from a Multi-Employer Pension Plan

During
the second quarter of fiscal 2007, the Company withdrew from one of the multi-employer
pension plans to which the Company contributes (the Withdrawal). Accordingly,
the Company recorded a pre-tax Withdrawal liability of $7.0 million, which represents the
Company's preliminary estimate of the Withdrawal liability. The Company and the union are
in the process of finalizing the Withdrawal liability and such amount could be adjusted
in a future period. The Withdrawal liability will be settled by making annual payments
until the Withdrawal liability is satisfied.



9



Pathmark Stores, Inc.

Notes to Consolidated Financial Statements (Unaudited)  (Continued)

Note 9.   Benefits

The Company sponsors a tax-qualified pension plan which covers substantially all non-union and certain union associates and several nonqualified pension plans for certain of its associates as well as retiree health and life insurance benefits, primarily for union groups and retired non-union associates.  The components of net periodic benefit cost (cost reduction) are as follows (in millions):

Pension Benefits:

|                                    | 13 Weeks Ended |  | 26 Weeks Ended
|----------------------------------- | -------------- |  | --------------
|
|Service cost                        |                |  | $             
|Interest cost                       |                |  |               
|Expected return on plan assets      |                |  |               
|Amortization of prior service costs |                |  |               
|Amortization of losses              |                |  |               
|                                    |                |  |               
|Net periodic benefit cost reduction |                |  | $             
|                                    |                |  |               

Other Postretirement Benefits:

|                                    | 13 Weeks Ended |  | 26 Weeks Ended
|----------------------------------- | -------------- |  | --------------
|
|Service cost                        |                |  | $             
|Interest cost                       |                |  |               
|Amortization of prior service costs |                |  |               
|Amortization of losses              |                |  |               
|                                    |                |  |               
|Net periodic benefit cost           |                |  | $             
|                                    |                |  |               



Note 10. Income Taxes

On February 4, 2007, the Company
adopted the provisions of FASB Interpretation (FIN) No. 48,
Accounting for Uncertainty in Income Taxes, an interpretation of SFAS No. 109. FIN No. 48 provides recognition criteria and a related measurement model for tax positions taken
by the Company. In accordance with FIN No. 48, a tax position is a position in a previously filed tax return or a position expected
to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. A tax position shall be recognized only when it is more likely than not (likelihood of
greater than 50%), based on technical merits, that the position will be sustained upon examination. Tax positions that meet the more
likely than not threshold should be measured using a probability-weighted approach as the largest amount of tax benefits that is
greater than 50% likely of being realized upon settlement.

On February 4, 2007, the total amount of unrecognized tax benefits was $20.5 million, including accrued interest and penalties of $1.2 million.  As a result of the implementation of FIN No. 48, the Company recognized a $5.7 million increase in the liability for unrecognized tax benefits, which was accounted for as a reduction to stockholders equity, an increase to the noncurrent tax liability and a reduction to the deferred income tax asset.  Included in the $20.5 million balance of unrecognized tax benefits was $7.5 million of tax benefits that, if recognized, will impact the effective tax rate and $4.4 million of tax benefits that, if recognized, will result in a decrease to goodwill.  The Company continues to classify interest expense related to unrecognized tax benefits as interest expense, while penalties are classified as a component of income tax expense.



10



Pathmark Stores, Inc.

Notes to Consolidated Financial Statements (Unaudited)  (Continued)

Note 10. Income Taxes - (Continued)

The Company remains subject to examination by federal, state and local tax authorities for
tax years 2003, 2004, 2005 and 2006. With a few exceptions, the Company is no longer subject to
federal, state or local examinations by tax authorities for the tax years 2002 and prior.Asof
August 4, 2007, there have been no material changes to the amount of unrecognized tax benefits. It
is reasonably possible that the amount of the Companys unrecognized tax benefits will change
in the next 12 months; however, based on the information available at this time, the Company does
not expect any change to have a significant impact on its results of operations, financial position
or cash flows.

Note 11. Related-Party Transactions

The Company
and The Yucaipa Companies LLC (Yucaipa) entered into a Management Services Agreement (the
MSA) in fiscal 2005. Pursuant to the MSA, Yucaipa provides certain business and financial advice
and management services to the Company in connection with the operation of its business. For such services,
the Company pays Yucaipa an annual fee of $3.0 million, payable monthly, and reimburses Yucaipa for expenses
up to $0.5 million per annum. Michael Duckworth and Ira Tochner, two directors of the Company, are partners in
Yucaipa. Effective January 13, 2007, the Company engaged Yucaipa Advisors, LLC (a Yucaipa affiliate) to act as
a consultant in connection with the Merger Agreement in accordance with Section 5 of the MSA. In return for
such services, the Company will pay Yucaipa Advisors, LLC, upon the consummation of the Merger, a fee equal to
1.0% of the transaction value (as defined in the engagement letter) and reimburse its fees and expenses in
connection with the provision of such consulting services (whether or not the Merger is consummated), in each
case, subject to certain conditions, including that, so long as the provision of Section 4.07 of the Indenture
(as hereafter defined in Item 2) continues to apply, no amount in excess of $10 million shall be payable to Yucaipa
Advisors, LLC.

Michael
Duckworth, a current member of the Companys Board of Directors, is Chairman of the Board and principal
executive officer of Source Interlink Companies, Inc. (Source Interlink). Source Interlink
provides the Company with front-end racks, which are fixtures used to display merchandise such as batteries,
candy and magazines, subject to impulse buying. As of August 4, 2007, there was no balance due to or due from
Source Interlink.

Gregory
Mays, a current member of the Companys Board of Directors, was Chairman of the Board and the interim
Chief Executive Officer of Wild Oats Markets, Inc. (Wild Oats). Subsequent to August 4, 2007, Wild
Oats was acquired by Whole Foods Market, Inc. and Mr. Mays resigned as Chairman of the Board and interim Chief
Executive Officer of Wild Oats. Total purchases from Wild Oats (including direct purchases and indirect
purchases from the Companys primary distributor) were $1.0 million during the first six months of fiscal
2007, of which $0.9 million was paid as of August 4, 2007.

The Company
believes that these transactions have been on terms no less favorable to the Company than if they had been
entered into with disinterested parties.

Note 12. Commitments and Contingencies

Contingencies.On March 6, 2007, Chris Larson, a Company stockholder, filed in
the Superior Court of New Jersey, Law Division, Middlesex County, a purported class action complaint (the
Larson Complaint) against the Company and its directors (the Individual Defendants).
The Larson Complaint asserted claims for alleged self-dealing and breach of fiduciary duties in connection
with the Merger and sought, among other things, an injunction of the Merger. On March 12, 2007, Company
stockholder Sarah Kleinmann filed a similar action in the same court (the Kleinmann Complaint)
against the Company, the Individual Defendants and A&P (the Company, A&P and the Individual Defendants
hereinafter collectively referred to as the Defendants). The Court entered a Consolidation Order
after those actions were transferred to the Chancery Division.



11



Pathmark Stores, Inc.

Notes to Consolidated Financial Statements (Unaudited)  (Continued)

Note 12. Commitments and Contingencies  (Continued)

On July 16, 2007, Chris Larson and
Sarah Kleinmann filed a Consolidated Amended Class Action Complaint (the Amended Complaint) against the Defendants. The
Amended Complaint asserts on behalf of a purported class of Company stockholders (the Class) claims against the
Individual Defendants for alleged self-dealing and breach of fiduciary duties in connection with the Merger, as well as claims
against the Company and A&P for aiding and abetting the Individual Defendants. The Amended Complaint seeks (a) an injunction of
the Merger unless and until the Company implements certain procedures to obtain the highest possible price for its stockholders; (b)
imposition of a constructive trust, in favor of the Plaintiffs and the Class, upon any benefits improperly received by the
Defendants as a result of their alleged wrongful conduct; and (c) recovery of attorneys fees, costs and disbursements. The
Defendants have not filed an answer, or otherwise responded, to the Amended Complaint as of this date.

The Company is subject to claims
and suits in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, the Company does
not believe that the outcome of any of these legal matters will have a material adverse effect on the Companys results of
operations, financial position or cash flows. The Company has taken certain tax positions, which may be challenged, and has reserved
for such tax positions in noncurrent liabilities as payment, if any, is not expected within one year. While the ultimate resolution
of these positions cannot be determined with any degree of certainty, management believes that the aggregate contingencies, if any,
when compared to the amounts reserved, will not have a material effect on the Companys consolidated financial
statements.

Commitments and
Guarantees.Note 22 to the Companys consolidated financial statements under the
captions Outsourcing Agreements and Guarantees in its Annual Report on Form 10-K for
the fiscal year ended February 3, 2007 provides information on commitments with respect to the Companys
outsourcing agreements and contingent liabilities with respect to leases assigned to third parties related to
former businesses sold by the Company as well as former operating Pathmark supermarkets.

Note 13. Subsequent Event

On August 14, 2007, the Company
entered into a leasehold assignment contract (the "Agreement") for the sale of its leasehold interests in one of its stores (the
"Lease") with CPS Operating Company LLC, a Delaware limited liability company (the "Buyer"). Pursuant to the terms of the Agreement,
the Company will receive $87 million for the sale of the Lease and will assign and transfer to the Buyer all of the Company's interest
in the Lease and the Buyer will assume all of the duties and obligations of the Company under the Lease. Upon execution of the
Agreement, the Buyer deposited $5 million in escrow as a deposit against the purchase price for the Lease, which is non-refundable
to the Buyer, except as otherwise expressly provided in the Agreement. Consummation of the proposed transaction is subject to the
satisfaction of certain closing conditions as set forth in the Agreement. Accordingly, although the proposed transaction is expected
to close in the fourth quarter of fiscal 2007, neither the consummation of the proposed transaction nor the
Company's receipt of the full proceeds from the sale of the Lease can be assured.





12



Pathmark Stores, Inc.

Notes to Consolidated Financial Statements (Unaudited)  (Continued)

Note 14. Condensed Consolidating Financial Information

The following represents the
condensed consolidating financial information of Pathmark and its 100% owned guarantor and non-guarantor subsidiaries. The guarantor
subsidiaries are comprised of six 100% owned entities, including the Companys distribution and gift card subsidiaries, and
guarantee on a full and unconditional and joint and several basis, the Senior Subordinated Notes. The non-guarantor subsidiaries are
comprised of four 100% owned single-purpose entities. Each of those entities owns the real estate on which a supermarket leased to
Pathmark is located.



|                                             | Pathmark | GuarantorSubsidiaries | Non-GuarantorSubsidiaries | IntercompanyEliminations | ConsolidatedTotal
|-------------------------------------------- | -------- | --------------------- | ------------------------- | ------------------------ | -----------------
|
|Consolidating Statements of Operations:      |          |                       |                           |                          |                  
|For the 13 Weeks Ended August 4, 2007        |          |                      
|Net sales                                    |          |                       | $                         | 998.5                    |                  
|Cost of goods sold                           |          |                       |                           | (709.2                   | )                
|                                             |          |                       |                           |                          |                  
|Gross profit                                 |          |                       |                           | 289.3                    |                  
|Selling, general and administrative expenses |          |                       |                           | (273.6                   | )                
|Depreciation and amortization                |          |                       |                           | (22.0                    | )                
|Impairment of a long-lived asset             |          |                       |                           | (2.2                     | )                
|                                             |          |                       |                           |                          |                  
|Operating earnings (loss)                    |          |                       |                           | (8.5                     | )                
|Interest expense                             |          |                       |                           | (15.7                    | )                
|Equity in earnings of subsidiaries           |          |                       |                           | 0.5                      |                  
|                                             |          |                       |                           |                          |                  
|Earnings (loss) before income taxes          |          |                       |                           | (23.7                    | )                
|Income tax benefit                           |          |                       |                           | 4.9                      |                  
|                                             |          |                       |                           |                          |                  
|Net earnings (loss)                          |          |                       | $                         | (18.8                    | )                
|                                             |          |                       |                           |                          |                  
|For the 13 Weeks Ended July 29, 2006         |          |                      
|Net sales                                    |          |                       | $                         | 1,002.9                  |                  
|Cost of goods sold                           |          |                       |                           | (718.0                   | )                
|                                             |          |                       |                           |                          |                  
|Gross profit                                 |          |                       |                           | 284.9                    |                  
|Selling, general and administrative expenses |          |                       |                           | (266.3                   | )                
|Depreciation and amortization                |          |                       |                           | (21.3                    | )                
|                                             |          |                       |                           |                          |                  
|Operating earnings (loss)                    |          |                       |                           | (2.7                     | )                
|Interest expense                             |          |                       |                           | (15.2                    | )                
|Equity in earnings of subsidiaries           |          |                       |                           | 3.2                      |                  
|                                             |          |                       |                           |                          |                  
|Earnings (loss) before income taxes          |          |                       |                           | (14.7                    | )                
|Income tax benefit                           |          |                       |                           | 5.9                      |                  
|                                             |          |                       |                           |                          |                  
|Net earnings (loss)                          |          |                       | $                         | (8.8                     | )                
|                                             |          |                       |                           |                          |                  







13



Pathmark Stores, Inc.

Notes to Consolidated Financial Statements (Unaudited)  (Continued)

Note 14.Condensed Consolidating Financial Information  (Continued)



|                                             | Pathmark | GuarantorSubsidiaries | Non-GuarantorSubsidiaries | IntercompanyEliminations | ConsolidatedTotal
|-------------------------------------------- | -------- | --------------------- | ------------------------- | ------------------------ | -----------------
|
|Consolidating Statements of Operations:      |          |                       |                           |                          |                  
|For the 26 Weeks Ended August 4, 2007        |          |                      
|Net sales                                    |          |                       | $                         | 1,997.5                  |                  
|Cost of goods sold                           |          |                       |                           | (1,411.9                 | )                
|                                             |          |                       |                           |                          |                  
|Gross profit                                 |          |                       |                           | 585.6                    |                  
|Selling, general and administrative expenses |          |                       |                           | (543.7                   | )                
|Depreciation and amortization                |          |                       |                           | (43.5                    | )                
|Impairment of a long-lived asset             |          |                       |                           | (2.2                     | )                
|                                             |          |                       |                           |                          |                  
|Operating earnings (loss)                    |          |                       |                           | (3.8                     | )                
|Interest expense                             |          |                       |                           | (31.5                    | )                
|Equity in earnings of subsidiaries           |          |                       |                           | 1.2                      |                  
|                                             |          |                       |                           |                          |                  
|Earnings (loss) before income taxes          |          |                       |                           | (34.1                    | )                
|Income tax benefit                           |          |                       |                           | 6.8                      |                  
|                                             |          |                       |                           |                          |                  
|Net earnings (loss)                          |          |                       | $                         | (27.3                    | )                
|                                             |          |                       |                           |                          |                  
|For the 26 Weeks Ended July 29, 2006         |          |                      
|Net sales                                    |          |                       | $                         | 2,001.4                  |                  
|Cost of goods sold                           |          |                       |                           | (1,427.0                 | )                
|                                             |          |                       |                           |                          |                  
|Gross profit                                 |          |                       |                           | 574.4                    |                  
|Selling, general and administrative expenses |          |                       |                           | (528.5                   | )                
|Depreciation and amortization                |          |                       |                           | (42.5                    | )                
|                                             |          |                       |                           |                          |                  
|Operating earnings                           |          |                       |                           | 3.4                      |                  
|Interest expense                             |          |                       |                           | (30.6                    | )                
|Equity in earnings of subsidiaries           |          |                       |                           | 3.7                      |                  
|                                             |          |                       |                           |                          |                  
|Earnings (loss) before income taxes          |          |                       |                           | (23.5                    | )                
|Income tax benefit                           |          |                       |                           | 9.3                      |                  
|                                             |          |                       |                           |                          |                  
|Net earnings (loss)                          |          |                       | $                         | (14.2                    | )                
|                                             |          |                       |                           |                          |                  





14



Pathmark Stores, Inc.

Notes to Consolidated Financial Statements (Unaudited)  (Continued)

Note 14. Condensed Consolidating Financial Information  (Continued)



|                                           | Pathmark | GuarantorSubsidiaries | Non-GuarantorSubsidiaries | IntercompanyEliminations | ConsolidatedTotal
|------------------------------------------ | -------- | --------------------- | ------------------------- | ------------------------ | -----------------
|
|Consolidating Balance Sheets:              |          |                       |                           |                          |                  
|As of August 4, 2007                       |          |                      
|Merchandise inventories                    |          |                       | $                         | 163.7                    |                  
|Other current assets                       |          |                       |                           | 142.5                    |                  
|                                           |          |                       |                           |                          |                  
|Total current assets                       |          |                       |                           | 306.2                    |                  
|Property and equipment, net                |          |                       |                           | 439.1                    |                  
|Goodwill                                   |          |                       |                           | 144.7                    |                  
|Investment in subsidiaries                 |          |                       |                           | 88.6                     |                  
|Other noncurrent assets                    |          |                       |                           | 124.6                    |                  
|                                           |          |                       |                           |                          |                  
|Total assets                               |          |                       | $                         | 1,103.2                  |                  
|                                           |          |                       |                           |                          |                  
|Accounts payable                           |          |                       | $                         | 75.5                     |                  
|Other current liabilities                  |          |                       |                           | 188.1                    |                  
|                                           |          |                       |                           |                          |                  
|Total current liabilities                  |          |                       |                           | 263.6                    |                  
|Long-term debt                             |          |                       |                           | 422.7                    |                  
|Long-term capital lease obligations        |          |                       |                           | 146.6                    |                  
|Other noncurrent liabilities               |          |                       |                           | 167.7                    |                  
|                                           |          |                       |                           |                          |                  
|Total liabilities                          |          |                       |                           | 1,000.6                  |                  
|Stockholders equity                       |          |                       |                           | 102.6                    |                  
|                                           |          |                       |                           |                          |                  
|Total liabilities and stockholders equity |          |                       | $                         | 1,103.2                  |                  
|                                           |          |                       |                           |                          |                  
|As of February 3, 2007                     |          |                      
|Merchandise inventories                    |          |                       | $                         | 159.7                    |                  
|Other current assets                       |          |                       |                           | 148.6                    |                  
|                                           |          |                       |                           |                          |                  
|Total current assets                       |          |                       |                           | 308.3                    |                  
|Property and equipment, net                |          |                       |                           | 450.0                    |                  
|Goodwill                                   |          |                       |                           | 144.7                    |                  
|Investment in subsidiaries                 |          |                       |                           | 86.8                     |                  
|Other noncurrent assets                    |          |                       |                           | 119.7                    |                  
|                                           |          |                       |                           |                          |                  
|Total assets                               |          |                       | $                         | 1,109.5                  |                  
|                                           |          |                       |                           |                          |                  
|Accounts payable                           |          |                       | $                         | 69.1                     |                  
|Other current liabilities                  |          |                       |                           | 167.5                    |                  
|                                           |          |                       |                           |                          |                  
|Total current liabilities                  |          |                       |                           | 236.6                    |                  
|Long-term debt                             |          |                       |                           | 423.1                    |                  
|Long-term capital lease obligations        |          |                       |                           | 150.8                    |                  
|Other noncurrent liabilities               |          |                       |                           | 170.6                    |                  
|                                           |          |                       |                           |                          |                  
|Total liabilities                          |          |                       |                           | 981.1                    |                  
|Stockholders equity                       |          |                       |                           | 128.4                    |                  
|                                           |          |                       |                           |                          |                  
|Total liabilities and stockholders equity |          |                       | $                         | 1,109.5                  |                  
|                                           |          |                       |                           |                          |                  







15



Pathmark Stores, Inc.

Notes to Consolidated Financial Statements (Unaudited)  (Continued)

Note 14.Condensed Consolidating Financial Information  (Continued)

|                                                   | Pathmark | GuarantorSubsidiaries | Non-GuarantorSubsidiaries | IntercompanyEliminations | ConsolidatedTotal
|-------------------------------------------------- | -------- | --------------------- | ------------------------- | ------------------------ | -----------------
|
|Consolidating Cash Flow Statements:                |          |                       |                           |                          |                  
|For the 26 Weeks Ended August 4, 2007              |          |                      
|Operating Activities                               |          |                      
|Cash provided by operating activities              |          |                       | $                         | 9.9                      |                  
|                                                   |          |                       |                           |                          |                  
|Investing Activities                               |          |                      
|Capital expenditures                               |          |                       |                           | (25.0                    | )                
|Proceeds from sale of real estate                  |          |                       |                           | 8.9                      |                  
|                                                   |          |                       |                           |                          |                  
|Cash used for investing activities                 |          |                       |                           | (16.1                    | )                
|                                                   |          |                       |                           |                          |                  
|Financing Activities                               |          |                      
|Borrowings under the working capital facility, net |          |                       |                           | 15.3                     |                  
|Repayments of capital lease obligations            |          |                       |                           | (4.7                     | )                
|Proceeds from exercise of stock options            |          |                       |                           | 2.7                      |                  
|Repayments of other debt, net                      |          |                       |                           | (1.2                     | )                
|Purchases of treasury stock                        |          |                       |                           | (1.1                     | )                
|Tax benefit related to stock-based compensation    |          |                       |                           | 0.6                      |                  
|Intercompany equity transactions                   |          |                       |                           | (0.6                     | )                
|                                                   |          |                       |                           |                          |                  
|Cash provided by (used for) financing activities   |          |                       |                           | 11.0                     |                  
|                                                   |          |                       |                           |                          |                  
|Increase (decrease) in cash and cash equivalents   |          |                       |                           | 4.8                      |                  
|Cash and cash equivalents at beginning of period   |          |                       |                           | 27.9                     |                  
|                                                   |          |                       |                           |                          |                  
|Cash and cash equivalents at end of period         |          |                       | $                         | 32.7                     |                  
|                                                   |          |                       |                           |                          |                  
|For the 26 Weeks Ended July 29, 2006               |          |                      
|Operating Activities                               |          |                      
|Cash provided by operating activities              |          |                       | $                         | 14.8                     |                  
|                                                   |          |                       |                           |                          |                  
|Investing Activities                               |          |                      
|Capital expenditures                               |          |                       |                           | (23.6                    | )                
|Sale of marketable securities                      |          |                       |                           | 4.0                      |                  
|Intercompany investment transactions               |          |                       |                           | (6.1                     | )                
|                                                   |          |                       |                           |                          |                  
|Cash used for investing activities                 |          |                       |                           | (25.7                    | )                
|                                                   |          |                       |                           |                          |                  
|Financing Activities                               |          |                      
|Repayments of capital lease obligations            |          |                       |                           | (5.3                     | )                
|Repayments of other debt                           |          |                       |                           | (1.5                     | )                
|Proceeds from exercise of stock options            |          |                       |                           | 0.5                      |                  
|Purchase of treasury stock                         |          |                       |                           | (0.5                     | )                
|Deferred financing costs                           |          |                       |                           | (0.2                     | )                
|Intercompany debt transactions                     |          |                       |                           | 6.1                      |                  
|Intercompany equity transactions                   |          |                       |                           | 0.2                      |                  
|                                                   |          |                       |                           |                          |                  
|Cash provided by (used for) financing activities   |          |                       |                           | (0.7                     | )                
|                                                   |          |                       |                           |                          |                  
|Decrease in cash and cash equivalents              |          |                       |                           | (11.6                    | )                
|Cash and cash equivalents at beginning of period   |          |                       |                           | 73.3                     |                  
|                                                   |          |                       |                           |                          |                  
|Cash and cash equivalents at end of period         |          |                       | $                         | 61.7                     |                  
|                                                   |          |                       |                           |                          |                  





16



#### Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.

Overview of Results of Operations

We
reported a net loss of $18.8 million, or $0.36 per diluted share,  in the second quarter
of fiscal 2007, compared to a net loss of $8.8 million, or $0.17 per diluted share, in
the second quarter of fiscal 2006.  The increase in the net loss of $10.0 million was
primarily due to a $7.2 million charge related to the Merger, a $7.0 million charge
related to the Withdrawal and a $2.2 million charge related to the impairment of a
long-lived asset, partially offset by a gain of $5.5 million on the sale of real estate
and higher gross profit.  We reported a net loss of $27.3 million, or $0.52 per diluted
share, in the first six months of fiscal 2007, compared to a net loss of $14.2 million,
or $0.27 per diluted share, in the first six months of fiscal 2006.  The increase in the
net loss of $13.1 million was primarily due to a $12.4 million charge related to the
Merger, a $7.0 million charge related to the Withdrawal and a $2.2 million charge related
to the impairment of a long-lived asset, partially offset by a gain of $6.1 million on
the sale of real estate and higher gross profit.

Results of Operations

The
following table sets forth selected consolidated statements of operations data (dollars
in millions):

|                                              | 13 Weeks Ended | 26 Weeks Ended
|--------------------------------------------- | -------------- | --------------
|                                              |                |               
|
|Net sales                                     |                |               
|                                              |                |               
|Gross profit                                  |                |               
|Selling, general and administrative  expenses |                |               
|Depreciation and amortization                 |                |               
|Impairment of a long-lived asset              |                |               
|                                              |                |               
|Operating earnings (loss)                     |                |               
|Interest expense                              |                |               
|                                              |                |               
|Loss before income taxes                      |                |               
|Income tax benefit                            |                |               
|                                              |                |               
|Net loss                                      |                |               
|                                              |                |               



Net Sales.Net sales in the second quarter of fiscal 2007 were $998.5 million, a decrease of 0.4% from $1,002.9 million in the second quarter of
fiscal 2006. Same-store sales on comparable weeks (stores open the entire second quarter in both fiscal 2007 and fiscal 2006,
including replacement stores) decreased by 0.2%. Net sales in the first six months of fiscal 2007 were $1,997.5 million, a decrease of
0.2% from $2,001.4 million in the first six months of fiscal 2006. Same-store sales decreased by 0.3%. We operated 141 stores at the
end of the second quarters of fiscal 2007 and fiscal 2006.

Gross Profit.Gross profit represents the difference between net sales and cost of goods sold, which includes the cost of inventory sold
and the related purchase and distribution costs, net of vendor allowances and rebates. Gross profit in the second quarter of fiscal
2007 was $289.3 million or 29.0% of net sales compared to $284.9 million or 28.4% of net sales in the second quarter of fiscal 2006.
The increase in gross profit of $4.4 million and in the gross profit percent of 0.6% in the second quarter of fiscal 2007 was
primarily due to a more profitable mix of products within the pharmacy, meat, produce and dairy departments, partially offset by
higher inventory shrink. Gross profit in the first six months of fiscal 2007 was $585.6 million or 29.3% of net sales compared to
$574.4 million or 28.7% of net sales in the first six months of fiscal 2006. The increase in gross profit of $11.2 million and in
the gross profit percent of 0.6% in the first six months of fiscal 2007 was due to the favorable resolution of a vendor dispute
during the first quarter of fiscal 2007, resulting in the reversal of a $3.2 million charge accrued in the fourth quarter of fiscal
2006, as well as a more profitable mix of products within the dairy, produce and pharmacy departments, partially offset by higher
inventory shrink.



17



Selling, General and Administrative Expenses(SG&A).
SG&A in the second quarter of fiscal 2007 was $271.3 million or 27.2% of net sales
compared to $261.1 million or 26.0% of net sales in the second quarter of fiscal 2006. The increase
in SG&A of $10.2 million in the second quarter of fiscal 2007 included a $7.2 million charge
related to the Merger, a $7.0 million charge related to the Withdrawal and higher utility expenses
of $1.0 million, partially offset by lower payroll and payroll-related expenses of $3.8 million,
lower supply expenses of $1.0 million and a gain of $5.5 million on the sale of real estate, which
is a normal part of our ongoing operations. SG&A in the second quarter of fiscal 2007 included a
$2.6 million charge related to stock-based compensation compared to a $2.4 million charge in the
second quarter fiscal 2006. SG&A in the second quarter of fiscal 2006 also included gift card
breakage income of $3.2 million. SG&A in the first six months of fiscal 2007 was $538.6 million
or 27.0% of net sales compared to $520.9 million or 26.0% of net sales in the first six months of
fiscal 2006. The increase in SG&A of $17.7 million in the first six months of fiscal 2007
included a $12.4 million charge related to the Merger, a $7.0 million charge related to the
Withdrawal, a $4.5 million charge related to the Store Labor Buyout and higher utility expenses of
$2.0 million, partially offset by lower payroll and payroll-related expenses of $4.8 million, lower
supply expenses of $2.0 million, lower advertising expenses of $1.9 million and a gain of $6.1
million on the sale of real estate, which is a normal part of our ongoing operations. SG&A in the
first six months of fiscal 2007 included a $5.2 million charge related to stock-based compensation
compared to a $4.5 million charge in the first six months of fiscal 2006. SG&A in the first six
months of fiscal 2006 also included gift card breakage income of $3.2 million.

Depreciation and Amortization.Depreciation and amortization expense in the
second quarter of fiscal 2007 was $23.6 million compared to $23.1 million in the second quarter of fiscal
2006. Depreciation and amortization expense in the first six months of fiscal 2007 was $47.1 million compared
to $46.1 million in the first six months of fiscal 2006. The increase in depreciation and amortization expense
during the second quarter and the first six months of fiscal 2007 was primarily due to capital expenditures
made as part of our store renovation program.

Impairment of a Long-Lived Asset.During the second quarter of fiscal 2007, the
Company recorded a pre-tax non-cash charge of $2.2 million due to the impairment of a long-lived
asset.

Operating
Earnings (Loss).The operating loss in the second quarter of fiscal 2007 was $7.8
million compared to operating earnings of $0.7 million in the second quarter of fiscal 2006. The operating
loss in the first six months of fiscal 2007 was $2.3 million compared to operating earnings of $7.4 million in
the first six months of fiscal 2006. The decrease in operating earnings during the second quarter and the
first six months of fiscal 2007 was due to higher SG&A, higher depreciation and amortization and the
impairment of a long-lived asset, partially offset by higher gross profit.

Interest
Expense.Interest expense was $15.9 million in the second quarter of fiscal 2007
compared to $15.4 million in the second quarter of fiscal 2006. Interest expense was $31.8 million in the
first six months of fiscal 2007 compared to $30.9 million in the first six months of fiscal 2006. The increase
in interest expense during the second quarter and the first six months of fiscal 2007 was due to higher debt
and lower short-term investments.

Income
Tax Benefit.The income tax benefit was $4.9 million in the second quarter of fiscal
2007 compared to $5.9 million in the second quarter of fiscal 2006 and was based on an effective tax rate of
20.5% in the second quarter of fiscal 2007 compared to 39.6% in the second quarter of fiscal 2006. The income
tax benefit was $6.8 million in the first six months of fiscal 2007 compared to $9.3 million in the first six
months of fiscal 2006 and was based on an effective tax rate of 19.9% in the first six months of fiscal 2007
compared to 39.5% in the first six months of fiscal 2006. The effective tax rates differ from the prior
years tax rates primarily due to the impact of nondeductible Merger expenses, such as legal fees and
other professional services (see Note 1).

Summary
of Operations.The net loss was $18.8 million in the second quarter of fiscal 2007
compared to $8.8 million in the second quarter of fiscal 2006. The net loss was $27.3 million in the first six
months of fiscal 2007 compared to $14.2 million in the first six months of fiscal 2006. The increase in the
net loss during the second quarter and the first six months of fiscal 2007 was primarily due to lower
operating earnings, higher interest expense and lower income tax benefits.

Liquidity and Capital Resources

Cash Flows. The following
table sets forth certain consolidated statements of cash flow data (in millions):

|                             | 26 Weeks Ended
|---------------------------- | --------------
|
|Cash provided by (used for): |               
|Operating activities         |               
|Investing activities         |               
|Financing activities         |               



18



The decrease in cash provided by
operating activities in the first six months of fiscal 2007 compared to the first six months of fiscal 2006 was primarily due to an
increase in the net loss, partially offset by a reduction in cash used for operating assets and liabilities. The decrease in cash
used for investing activities in the first six months of fiscal 2007 compared to the first six months of fiscal 2006 was due to
proceeds from the sale of real estate in fiscal 2007, partially offset by proceeds from the sale of marketable securities in fiscal 2006. The
increase in cash provided by financing activities in the first six months of fiscal 2007 compared to the first six months of fiscal
2006 was primarily due to borrowings under the working capital facility and higher proceeds from the exercise of stock options.

We believe that cash flows generated from operations supplemented by our cash, the unused borrowing capacity under the Credit Agreement (as defined below) and the availability of capital lease financing will be sufficient to provide for our debt service requirements, working capital needs and capital expenditure program.  However, in the event that cash flows from operations decrease, we may decide to limit our future cash capital expenditure program and, subject to the Senior Leverage Ratio (as defined below), our ability to utilize the full amount available under the Working Capital Facility (as defined below), could be limited.

Debt Service and Liquidity.The senior secured credit facility (the Credit Agreement), which we entered into during fiscal 2004, consists of a $180 million working capital facility (the Working Capital Facility), including letters of credit, and a $70 million term loan (the Term Loan).  The Credit Agreement contains certain covenants which, among other things, place limits on the incurrence of additional indebtedness, issuance of cash-pay preferred stock, repurchase of Company stock, incurrence of liens, sale-leaseback transactions, hedging activities, sale or discount of receivables, investments, loans, advances, guarantees with affiliates, asset sales, acquisitions, mergers and consolidations, changing lines of business, repayments of other indebtedness, amendments to organizational documents and other matters customarily
restricted in such agreements.  The Credit Agreement also contains provisions permitting us to increase the size of the Working Capital Facility by $25 million and to repay and subsequently reborrow any portion of the Term Loan, in each instance subject to certain conditions.  The Credit Agreement further provides that we must maintain a minimum inventory level of $150 million, that the maximum annual cash capital expenditures in a fiscal year are limited to the lesser of $150 million or an amount equal to our Consolidated EBITDA (as defined in the Credit Agreement) for the immediately preceding fiscal year plus any unused cash capital expenditures in the immediately preceding fiscal year up to a maximum of $20 million, and that we shall not permit the ratio of Credit Extensions to Consolidated EBITDA (calculated on a trailing four-fiscal-quarter basis) at the end of any fiscal quarter to be more than 2.4:1.0 for each fiscal quarter (the Senior Leverage Ratio).  As used in
the Credit Agreement, Credit Extensions mean the sum of the principal balance of all outstanding borrowings thereunder ($70.0 million under the Term Loan and $38.0 million under the Working Capital Facility as of August 4, 2007) and the amount of outstanding letters of credit ($89.0 million as of August 4, 2007).  Based on the Senior Leverage Ratio as of August 4, 2007, we have full availability under the Working Capital Facility after giving effect to Credit Extensions ($53.0 million).  Also, the Credit Agreement prohibits the payment of cash dividends.  The Credit Agreement contains customary events of default, including without limitation, payment defaults, material breaches of representations, warranties and covenants, certain events of bankruptcy and insolvency, and a change of control.  Management believes we were in compliance with the Credit Agreement covenants as of August 4, 2007.

Borrowings under the Credit Agreement bear interest at floating rates equal to LIBOR plus a premium that ranges between 1.50% to 2.25%, depending on the average remaining availability under the Credit Agreement.  Our interest rate on borrowings under the Credit Agreement is currently at LIBOR plus 1.75%.  Under the Term Loan, we are required to make a balloon payment of $70 million on October 1, 2009.  The Working Capital Facility also expires on October 1, 2009.  The weighted-average interest rate in effect on all borrowings under the Term Loan was 7.1% during the first six months of fiscal 2007.

All of the obligations under the Credit Agreement are guaranteed by our 100% owned subsidiaries, except our non-guarantor subsidiaries, which are comprised of four 100% owned and consolidated single-purpose entities.  Each of these single-purpose entities owns the real estate on which a supermarket leased to Pathmark is located.  The obligations under the Credit Agreement and those of the subsidiaries guaranteeing the Credit Agreement are secured by substantially all of the Companys tangible and intangible assets including, without limitation, intellectual property, real property, including leasehold interests, and the capital stock in each of these subsidiaries.

We have outstanding $350 million
aggregate principal amount of Senior Subordinated Notes, including $150 million issued at a premium, which pay cash interest
semi-annually on February 1 and August 1. The indenture relating to the Senior Subordinated Notes (the Indenture)
contains a number of restrictive covenants, including a restriction on our ability to declare cash dividends on our Common Stock.
Management believes we were in compliance with the Senior Subordinated Notes covenants as of August 4, 2007.

There are no credit agency ratings-related triggers in either the Credit Agreement or in the Indenture that would adversely impact the cost of borrowings, annual amortization of principal or related debt maturities.

Capital Expenditures.Capital expenditures were $36.1 million during the first six months of fiscal 2007 compared to $34.7 million during the first six months of fiscal 2006 and are expected to be approximately $70 million during fiscal 2007.  We completed two store renovations during the first six months of fiscal 2007 and plan to complete 11 store renovations during the remainder of fiscal 2007.



19



Status of Merger Agreement

On March 4, 2007, we entered into
the Merger Agreement with A&P, pursuant to which A&P will acquire us through the Merger. The Merger is subject to customary
closing conditions, including approval of the Merger by our shareholders and the expiration or termination of any waiting period
(and any extension thereof) under the HSR Act. On June 27, 2007, Pathmark and A&P entered into a side letter clarifying the
terms of the Merger with respect to the calculation of the consideration to be paid to our stockholders in lieu of any fractional
shares of A&P common stock that would otherwise be received as part of the Merger consideration.

On April 18,
2007, Pathmark and A&P received the Second Request from the FTC in connection with the Merger. The effect
of the Second Request was to extend the waiting period imposed by the HSR Act during which Pathmark and
A&P may not consummate the Merger. On May 15, 2007, Pathmark and A&P entered into the Timing Agreement
with the FTC pursuant to which Pathmark and A&P agreed, subject to certain conditions, that they will not
(1) certify that they have substantially complied with the Second Request prior to June 30, 2007, or (2)
consummate the Merger for at least 60 days following the date that Pathmark and A&P substantially comply
with the Second Request. On July 13, 2007, Pathmark and A&P each certified substantial compliance with the
FTC in response to the Second Request. On August 17, 2007, Pathmark and A&P entered into an extension of
the Timing Agreement pursuant to which Pathmark and A&P agreed, subject to certain conditions, that they
will not consummate the Merger before 11:59 p.m. on September 25, 2007. For further information, see our
Annual Report on Form 10-K for the fiscal year ended February 3, 2007.

Subsequent Event

On August
14, 2007, we entered into the Agreement for the sale of the Lease. Pursuant to the terms of the Agreement, we
will receive $87 million for the sale of the Lease and will assign and transfer to the Buyer all of our interest
in the Lease and the Buyer will assume all of our duties and obligations under the Lease. Upon execution of
the Agreement, the Buyer deposited $5 million in escrow as a deposit against the purchase price for the Lease,
which is non-refundable to the Buyer, except as otherwise expressly provided in the Agreement. Consummation of
the proposed transaction is subject to the satisfaction of certain closing conditions as set forth in the
Agreement. Accordingly, although the proposed transaction is expected to close in the fourth quarter of
fiscal 2007, neither the consummation of the proposed transaction nor our receipt of the full proceeds
from the sale of the Lease can be assured.

Critical Accounting Policies

Our
discussion of results of operations and financial condition relies on our consolidated financial statements
that are prepared based on certain critical accounting policies that require management to make judgments and
estimates that are subject to varying degrees of uncertainty. We believe that investors need to be aware of
these policies and how they impact our consolidated financial statements as a whole, as well as our related discussion and
analysis presented herein. While we believe that these accounting policies are based on sound measurement
criteria, actual future events can and often do result in outcomes that can be materially different from these
estimates or forecasts. The accounting policies and related risk described in our Annual Report on Form 10-K
for the fiscal year ended February 3, 2007 are those that depend most heavily on these judgments and
estimates. As of August 4, 2007, there have been no material changes to any of the critical accounting
policies contained therein. As of February 4, 2007, we adopted FIN No. 48 (see Note 9).

New Accounting Pronouncements

In September
2006, the FASB issued SFAS No. 157, Fair Value Measurements, which clarifies the principle that
fair value should be based on the assumptions market participants would use when pricing an asset or liability
and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions.
Under this statement, fair value measurements would be separately disclosed by level within the fair value
hierarchy. This statement is effective for our fiscal year beginning February 3, 2008, with early adoption
permitted. We are in the process of evaluating the impact of this statement on our consolidated financial
statements.

In February 2007, the FASB issued
SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - including an amendment of SFAS No.
115. This statement permits entities to choose to measure many financial instruments and certain other items at fair value.
The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.
This statement is expected to expand the use of fair value measurement, which is consistent with the FASBs long-term
measurement objectives for accounting for financial instruments. This statement is effective for our fiscal year beginning February 3,
2008. We are in the process of evaluating the impact of this statement on our consolidated financial statements.



20



Forward-Looking Information

This report and the documents
incorporated by reference into this report contain both historical and forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These statements appear in a number of places in this
report and include statements regarding our intent, belief and current expectations with respect to, among other things, capital
expenditures and technology initiatives, the ability to borrow funds under our credit facilities, the ability to successfully
implement our operating strategies, including trends affecting our business, financial condition and results of operations. The
words anticipate, believe, expect, forecast, guidance,
intend, may, ongoing, plan, project, will and other similar
expressions generally identify forward-looking statements. While these forward-looking statements and the related assumptions are
made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. These
statements are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and
contingencies, many of which are beyond our control and reflect future business decisions which are subject to change. Some of these
assumptions inevitably will not materialize, and unanticipated events will occur which will affect our results. Some important
factors (but not necessarily all factors) that could negatively affect our revenues, growth strategies, future profitability and
operating results, or that otherwise could cause actual results to differ materially from those expressed in or implied by any
forward-looking statement, include the following:


        changes in business and economic conditions and other adverse conditions in our markets;



        unanticipated environmental damages;



        increased competition;



        increased labor and labor related (e.g., health and welfare and pension) costs and/or labor disruptions;



        reliance on third-party suppliers;



        our ability to successfully implement our marketing, renovation and expansion strategies and cost reduction initiatives;



        natural disasters; and



        pendency of the Merger may cause a disruption to our business and a distraction of our management and employees from day-to-day operations.


For a
discussion of these factors, see Item 1  Business  Factors Affecting Our Business and Prospects in
our Annual Report on Form 10-K for the fiscal year ended February 3, 2007. We undertake no obligation to
update forward-looking statements to reflect developments or information obtained after the date hereof and
disclaim any obligation to do so.

#### Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our financial results are subject
to risk from interest rate fluctuations on debt which carries variable interest rates. Variable rate debt outstanding under our Term
Loan was $70.0 million on August 4, 2007. During the first six months of fiscal 2007, the average interest rate in effect on
borrowings under our Term Loan was 7.1%. A 1.0% change in interest rates applied to the $70.0 million balance of floating-rate Term
Loan debt would affect pre-tax annual results of operations by approximately $0.7 million. Our Senior Subordinated Notes bear
interest at a fixed rate of 8.75%, and are, therefore, not subject to risk from interest rate fluctuations. The principal objective
of our treasury management activities is to maintain acceptable levels of interest rate and liquidity risk to facilitate our funding
needs. As part of our risk management, we may use derivative financial products such as interest rate hedges and interest rate swaps
in the future.

#### Item 4. Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act as of August 4, 2007.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of August 4, 2007, our disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in our Exchange Act reports.

There has been no changes during our fiscal quarter ended August 4, 2007 in our internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal controls over financing reporting.



21



#### Part II. Other Information

#### Item 1.  Legal Proceedings.

Complaint.On March 6, 2007, Chris Larson, a Pathmark stockholder, filed the Larson Complaint in the Superior Court of New Jersey, Law
Division, Middlesex County, a purported class action complaint against the Individual Defendants. The Larson Complaint asserted
claims for alleged self-dealing and breach of fiduciary duties in connection with the Merger and sought, among other things, an
injunction of the Merger. On March 12, 2007, Pathmark stockholder Sarah Kleinmann filed the Kleinmann Complaint in the same court
against the Defendants. The Court entered a Consolidation Order after those actions were transferred to the Chancery
Division.

On July 16, 2007, Chris Larson and
Sarah Kleinmann filed the Amended Complaint against the Defendants. The Amended Complaint asserts on behalf of the Class claims
against the Individual Defendants for alleged self-dealing and breach of fiduciary duties in connection with the Merger, as well as
claims against us and A&P for aiding and abetting the Individual Defendants. The Amended Complaint seeks (a) an
injunction of the Merger unless and until we implement certain procedures to obtain the highest possible price for our
stockholders; (b) imposition of a constructive trust, in favor of the Plaintiffs and the Class, upon any benefits improperly
received by the Defendants as a result of their alleged wrongful conduct; and (c) recovery of attorneys fees, costs and
disbursements. The Defendants have not filed an answer, or otherwise responded, to the Amended Complaint as of this date.

We are subject to claims and suits
against us in the ordinary course of our business. While the outcome of these claims cannot be predicted with certainty, we do not
believe that the outcome of any of these legal matters will have a material adverse effect on our consolidated financial
statements.

#### Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Repurchases of Equity
Securities.The table below is a listing of repurchases of Common Stock during the second quarter of fiscal
2007.



|                           | (a)Total Number ofShares Purchased |  | (b)Average PricePaid Per Share |        | (c)Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms |   | (d)MaximumNumber of SharesThat May Yet BePurchased Underthe Plans orPrograms
|-------------------------- | ---------------------------------- |  | ------------------------------ | ------ | ------------------------------------------------------------------------------- | - | ----------------------------------------------------------------------------
|May 6 to June 2, 2007 (1)  |                                    |  |                                | 47,370 |                                                                                 | $ | 12.57                                                                       
|                           |                                    |  |                                |        |                                                                                 |   |                                                                             
|June 3 to July 7, 2007 (1) |                                    |  |                                | 19,988 |                                                                                 | $ | 13.03                                                                       
|                           |                                    |  |                                |        |                                                                                 |   |                                                                             
|July 8 to August 4, 2007   |                                    |  |                                |       |                                                                                 | $ |                                                                            
|                           |                                    |  |                                |        |                                                                                 |   |                                                                             

---

|(1) |  | Represents
shares withheld by the Company, at the election of certain holders of vested
    restricted stock and holders of vested restricted stock units, with a market value
approximating     the amount of withholding taxes due.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





22



#### Item 3. Submission of Matters to a Vote of Security Holders.

(a)
        The Company held its Annual Meeting of Stockholders on June 14, 2007.(b)
        Results of votes of security holders.(1)
        Election of Directors
        For
        WithheldMichael Duckworth
        45,357,127
        1,527,287Daniel Fitzgerald
        46,366,873
        517,541Bruce Hartman
        46,366,025
        518,389David Jessick
        45,664,901
        1,219,513Larry Katzen
        46,361,447
        522,967Gregory Mays
        45,499,807
        1,384,607Sarah Nash
        46,365,546
        518,868John Standley
        46,360,633
        523,781Ira Tochner
        45,354,598
        1,529,816John Zillmer
        38,024,454
        8,859,960(2)
        Ratification of Deloitte & Touche LLP as independent registered public accountants for fiscal 2007.For
        Withheld
        Abstain46,728,071
        144,556
        11,787


#### Item 6. Exhibits.

4.1
        Side Letter Agreement re:  Payment for Fractional Shares, between Pathmark Stores, The Great Atlantic & Pacific Tea Company, Inc. and Sand Merger Corp., dated June 27, 2007 (incorporated by reference from the Companys Current Report on Form 8-K as filed with the SEC on June 27, 2007).31.1
        Form of CEO Certification, filed herewith.31.2
        Form of CFO Certification, filed herewith.32.1
        Certification of John T. Standley, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.32.2
        Certification of Frank G. Vitrano, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.






23





Signatures



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



Pathmark Stores, Inc.By:
        /s/ Frank G. VitranoFrank G. VitranoPresident and
Chief Financial OfficerBy:
        /s/ Kevin R. DarringtonKevin R. DarringtonSenior Vice President, Controller
and Chief Accounting Officer




Date:September 12, 2007





24